RESIDENTIAL FUNDING MORTGAGE SECURITIES II INC
8-K, 1997-09-11
ASSET-BACKED SECURITIES
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

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


Date of Report (Date of earliest event reported August 25, 1997

RESIDENTIAL  FUNDING MORTGAGE SECURITIES II, INC. (as depositor under an Amended
and Restated Trust Agreement, dated as of August 28, 1997, and pursuant to which
an Indenture was entered into,  providing  for, inter alia, the issuance of Home
Equity Loan-Backed Term Notes, Series 1997-GMACM4)


                Residential Funding Mortgage Securities II, Inc.
             (Exact name of registrant as specified in its charter)

         DELAWARE                   33-28025         41-1808858
(State or Other Jurisdiction     (Commission         (I.R.S. Employer
of Incorporation)                   File Number)    Identification No.)


 8400 Normandale Lake Blvd.
 Suite 600
 Minneapolis, Minnesota                                55437
 (Address of Principal                               (Zip Code)
 Executive Offices)


Registrant's telephone number, including area code, is (612) 832-7000




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<PAGE>







Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

                  (a)      Not applicable

                  (b)      Not applicable

                  (c)      Exhibits:

     4.3  Servicing  Agreement  dated as of August 1, 1997 among  GMAC  Mortgage
Corporation,   as  master  servicer,   Residential   Funding   Corporation,   as
Administrator,  the Home Equity Loan Trust 1997-GMACM4,  as Issuer and The Chase
Manhattan Bank, as indenture trustee.

     4.4  Amended  and  Restated  Trust  Agreement  dated as of August 28,  1997
between  Residential  Funding  Mortgage  Securities  II, Inc.,  as depositor and
Wilmington Trust Company, as owner trustee.

                  4.5 Indenture  dated as of August 28, 1997 between Home Equity
Loan Trust  1997-GMACM4,  as issuer and The Chase  Manhattan  Bank, as indenture
trustee.

                  10.1 Designated  Seller's Agreement dated as of August 1, 1997
by  Residential  Funding  Mortgage  Securities  II, Inc.,  as purchaser and GMAC
Mortgage Corporation, as seller.

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<PAGE>





                                                    SIGNATURES

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

                                 RESIDENTIAL FUNDING MORTGAGE
                                 SECURITIES II, INC.


                                 By:     /s/ Diane S. Wold
                                 Name:      Diane S. Wold
                                 Title:     Vice President


Dated: August 25, 1997



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<PAGE>





                                                    SIGNATURES

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

                                      RESIDENTIAL FUNDING MORTGAGE
                                      SECURITIES II, INC.


                                      By:
                                      Name:      Diane S. Wold
                                      Title:     Vice President


Dated: August 25, 1997


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<PAGE>



                                                    EXHIBIT 4.3
                               GMAC MORTGAGE CORPORATION
                               as Master Servicer,

                         RESIDENTIAL FUNDING CORPORATION
                                as Administrator,

                       HOME EQUITY LOAN TRUST 1997-GMACM4,
                                    as Issuer

                                       and

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                                     <PAGE>




                            THE CHASE MANHATTAN BANK
                              as Indenture Trustee


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

                               SERVICING AGREEMENT

                           Dated as of August 1, 1997

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




                             Revolving Credit Loans








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                                                         2

<PAGE>



                       TABLE OF CONTENTS

                                                                     Page

               ARTICLE I

              Definitions

Section 1.01.   Definitions.............................................. 1
                -----------
Section 1.02.   Other Definitional Provisions............................ 2
                -----------------------------
Section 1.03.   Interest Calculations.................................... 2
                ---------------------

              ARTICLE II

               Representations and Warranties

Section 2.01.   Representations and Warranties Regarding the Master
                 Servicer............................................... 3
                   -------
Section 2.02.   Representations and Warranties of the Issuer............4
                --------------------------------------------
Section 2.03.   Enforcement of Representations and Warranties...........4
                ---------------------------------------------

              ARTICLE III

                Administration and Servicing
                  of Revolving Credit Loans

Section 3.01.   The Master Servicer.......................................  6
                -------------------
Section 3.02.   Collection of Certain Revolving Credit Loan Payments......  8
                ----------------------------------------------------
Section 3.03.   Withdrawals from the Custodial Account.................... 10
                --------------------------------------
Section 3.04.   Maintenance of Hazard Insurance; Property Protection
               Expenses....................................................12
Section 3.05.  Modification Agreements................................... 13

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                                                    i

<PAGE>


                                                                     Page



Section 3.06.  Trust Estate; Related Documents.............................. 13
               -------------------------------
Section 3.07.  Realization Upon Defaulted Revolving Credit Loans............ 14
               -------------------------------------------------
Section 3.08.  Issuer and Indenture Trustee to Cooperate.................... 15
               -----------------------------------------
Section 3.09.  Servicing Compensation; Payment of Certain Expenses by
                  Master Servicer............................................ 16
Section 3.10.  Annual Statement as to Compliance............................ 17
               ---------------------------------
Section 3.11.  Annual Servicing Report...................................... 17
               -----------------------
Section 3.12.  Access to Certain Documentation and Information
              Regarding the Revolving Credit Loans.......................... 17
Section 3.13.  Maintenance of Certain Servicing Insurance Policies.......... 18
               ---------------------------------------------------
Section 3.14.  Information Required by the Internal Revenue Service a
              nd Reports of Foreclosures and Abandonments of Mortgaged 
                                       Property............................. 18
Section 3.15.  Optional Repurchase of Defaulted Revolving Credit
                  Loans.....................................................18
Section 3.16.  Recording of Assignments..................................... 18

                          ARTICLE IV

                     Servicing Certificate

Section 4.01Statements to Securityholders............................... 19

                           ARTICLE V

                        Payment Account

Section 5.01.               Payment Account.............................. 21
                            ---------------


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                                                    ii

<PAGE>


                                                                       Page



                          ARTICLE VI

                      The Master Servicer

Section 6.01.  Liability of the Master Servicer............................22
               --------------------------------
Section 6.02.  Merger or Consolidation of, or Assumption of the
               ------------------------------------------------
                  Obligations of, the Master Servicer....................... 22
Section 6.03.  Limitation on Liability of the Master Servicer and
                  Others.................................................... 22
Section 6.04.  Master Servicer Not to Resign...............................23
               -----------------------------
Section 6.05.  Delegation of Duties........................................23
               --------------------
Section 6.06.  Payment of Indenture Trustee's and Owner Trustee's Fe
             
             ARTICLE VII

             The Administrator

Section 7.01.  Liability of the Administrator..............................26
               ------------------------------
Section 7.02.  Merger or Consolidation of, or Assumption of the
               ------------------------------------------------
             Obligations of, the Administrator.............................26
Section 7.03.  Limitation on Liability of the Administrator and Others.....26
               -------------------------------------------------------
Section 7.04.  Administrator Not to Resign.................................27
               ---------------------------
Section 7.05.  Initial Payment of Indenture Trustee's and Owner
              Trustee's Fees and Expenses...................................27
Section 7.06.  Administrator Undertakings with Respect to the Trust........27



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                                                   iii

<PAGE>


                                                                Page




                         ARTICLE VIII

               Default

Section 8.01.  Servicing Default.......................................... 28
               -----------------
Section 8.02.  Indenture Trustee to Act; Appointment of Successor......... 30
               --------------------------------------------------
Section 8.03.  Notification to Securityholders............................ 31
               -------------------------------

              RTICLE IX

                  Miscellaneous Provisions

Section 9.01   Amendment.................................................. 32
               ---------
SECTION 9.02   GOVERNING LAW.............................................. 32
               -------------
Section 9.03   Notices.................................................... 32
               -------
Section 9.04   Severability of Provisions................................. 32
               --------------------------
Section 9.05   Third-Party Beneficiaries.................................. 33
               -------------------------
Section 9.06   Counterparts............................................... 33
               ------------
Section 9.07   Effect of Headings and Table of Contents................... 33
               ----------------------------------------
Section 9.08   Termination Upon Purchase by the Master Servicer or
               ---------------------------------------------------
                Liquidation of All Revolving Credit Loans; Partial
                               Redemption................................. 33
Section 9.09   Certain Matters Affecting the Indenture Trustee........... 34
Section 9.10   Owner Trustee Not Liable for Related Documents............ 34


EXHIBIT A - REVOLVING CREDIT LOAN SCHEDULE............................A-1
EXHIBIT B - POWER OF ATTORNEY.........................................B-1
EXHIBIT C - FORM OF REQUEST FOR RELEASE...............................D-1

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                                       iv

<PAGE>


                                                                 Page





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                                        v

<PAGE>



                  This Servicing  Agreement,  dated as of August 1, 1997,  among
GMAC  Mortgage   Corporation  (the  "Master   Servicer"),   Residential  Funding
Corporation, as administrator (the "Administrator"),  the Home Equity Loan Trust
1997-GMACM4  (the  "Issuer"),  and The  Chase  Manhattan  Bank  (the  "Indenture
Trustee"),


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


                  WHEREAS,  pursuant  to the  terms of the  Designated  Seller's
Agreement,  GM AC Mortgage  Corporation will sell to the Depositor the Revolving
Credit  Loans,  together  with the related  Documents on the Closing  Date,  and
thereafter all Additional Balances created on or after the Cut-off Date;

                  WHEREAS,  the Depositor  will sell the Revolving  Credit Loans
and all of its rights  under the  Designated  Seller's  Agreement to the Issuer,
together with the related  Documents on the Closing  Date,  and  thereafter  all
Additional Balances created on or after the Cut-off Date;

                  WHEREAS,  pursuant  to the terms of the Trust  Agreement,  the
Issuer will issu e and  transfer to or at the  direction of the  Depositor,  the
Certificates;

     WHEREAS,  pursuant to the terms of the Indenture, the Issuer will issue and
transfer to or at the direction of the Depositor, the Notes;
                  WHEREAS,  pursuant to the terms of this  Servicing  Agreement,
the Master Servicer will service the Revolving  Credit Loans directly or through
one or more Subservicer s; and

                  WHEREAS,  pursuant to the terms of this  Servicing  Agreement,
the Administrator will administer the Revolving Credit Loans;

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
herein containe d, the parties hereto agree as follows:

                                    ARTICLE I

                                   Definitions

         Section  1.01.   Definitions.   For  all  purposes  of  this  Servicing
Agreement,  except as otherwise  expressly provided herein or unless the context
otherwise  requires,  capitalized term s not otherwise defined herein shall have
the meanings  assigned to such terms in the Definitio ns contained in Appendix A
to the Indenture  dated August 28, 1997 (the  "Indenture"),  between Home Equity
Loan Trust  1997-GMACM4,  as issuer,  and The Chase Manhattan Bank, as indenture
trustee,  which is incorporated by reference herein. All other capitalized terms
used herein shall have the meanings specified herein.


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<PAGE>



     Section 1.02. Other Definitional Provisions.  (a) All terms defined in this
Servicing Agreement shall have the defined meanings when used in any certificate
or other document made or delivered  pursuant  hereto unless  otherwise  defined
therein.
         (b) As used in this Servicing Agreement and in any certificate or other
document  made or delivered  pursuant  hereto or thereto,  accounting  terms not
defined  in  this  Servicing  Agreement  or in any  such  certificate  or  other
document,  and accounting terms partly defined in this Servicing Agreement or in
any such  certificate or other document,  to the extent not defined,  shall have
the  respective  meanings  given to them  under  generally  accepted  accounting
principles.  To the extent  that the  definitions  of  accounting  terms in this
Servicing   Agreement  or  in  any  such   certificate  or  other  document  are
inconsistent with the meanings of such terms under generally accepted accounting
principles, the definitions contained in this Servicing Agreement or in any such
certificate or other document shall control.

         (c) The words  "hereof,"  "herein,"  "hereunder"  and words of  similar
import  when used in this  Servicing  Agreement  shall  refer to this  Servicing
Agreement  as a whole  and not to any  particular  provision  of this  Servicing
Agreement;  Section and Exhibit references contained in this Servicing Agreement
are references to Sections and Exhibits in or to this Servicing Agreement unless
otherwise  specified;  and the term  "including"  shall mean "including  without
limitation".

         (d)  The  definitions   contained  in  this  Servicing   Agreement  are
applicable  to the singular as well as the plural forms of such terms and to the
masculine as well as the feminine and neuter genders of such terms.

         (e) Any agreement,  instrument or statute defined or referred to herein
or in any instrument or certificate  delivered in connection herewith means such
agreement,  instrument  or statute  as from time to time  amended,  modified  or
supplemented and includes (in the case of agreements or instruments)  references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.

     Section 1.03. Interest Calculations. All calculations of interest hereunder
that are made in respect of the Loan Balance of a Revolving Credit Loan shall be
made on a daily basis using
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                                                         2

<PAGE>



a 365-day year. All  calculations of interest on the Securities shall 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  calculation  of the Servicing Fee shall be made on
the basis of a 360-day  year  consisting  of twelve  30-day  months.  All dollar
amounts calculated hereunder shall be rounded to the nearest penny with one-half
of one penny being rounded up.

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<PAGE>



                                   ARTICLE II

                         Representations and Warranties

         Section  2.01.  Representations  and  Warranties  Regarding  the Master
Servicer.  The Master Servicer represents and warrants to the Issuer and for the
benefit of the Indenture  Trustee,  as pledgee of the Revolving Credit Loans, as
of the Cut-off Date:

                         (i)  The  Master   Servicer  is  a   corporation   duly
         organized,  validly existing and in good standing under the laws of the
         Commonwealth  of  Pennsylvania  and has the corporate  power to own its
         assets and to transact the  business in which it is currently  engaged.
         The Master  Servicer  is duly  qualified  to do  business  as a foreign
         corporation  and is in good standing in each  jurisdiction in which the
         character  of the  business  transacted  by it or  properties  owned or
         leased by it requires such qualification and in which the failure to so
         qualify  would  have  a  material   adverse  effect  on  the  business,
         properties,  assets,  or condition  (financial  or other) of the Master
         Servicer;

                        (ii) The Master  Servicer has the power and authority to
         make, execute,  deliver and perform this Servicing Agreement and all of
         the transactions  contemplated under this Servicing Agreement,  and has
         taken all  necessary  corporate  action  to  authorize  the  execution,
         delivery and performance of this Servicing Agreement;


                       (iii) The Master  Servicer is not  required to obtain the
         consent  of any  other  Person or any  consent,  license,  approval  or
         authorization   from,  or   registration   or  declaration   with,  any
         governmental  authority,  bureau  or  agency  in  connection  with  the
         execution,  delivery,  performance,  validity or enforceability of this
         Servicing  Agreeme nt,  except for such consent,  license,  approval or
         authorization,  or  registration  or  declaration,  as shall  have been
         obtained or filed, as the case may be;

     (iv)  The  execution  and  delivery  of this  Servicing  Agreement  and the
performance of the transactions  contemplated hereby by the Master Servicer will
not
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                                                         4

<PAGE>



         violate any material provision of any existing law or regulation or any
         order or decree of any court  applicable to the Master  Servicer or any
         provision  of the  Articles  of  Incorporation  or Bylaws of the Master
         Servicer,  or constitute a material breach of any mortgage,  indenture,
         contract or other  agreement to which the Master Servicer is a party or
         by which the Master Servicer may be bound; and

                         (v) No  litigation or  administrative  proceeding of or
         before any court,  tribunal or governmental body is currently  pending,
         or to the  knowledge  of the Maste r Servicer  threatened,  against the
         Master  Servicer  or any of its  properties  or  with  respect  to this
         Servicing  Agreement  or the  Securities  which in the  opinion  of the
         Master Servicer has a reasonable  likelihood of resulting in a material
         adverse  effect  on the  transactions  contemplated  by this  Servicing
         Agreement.

         The  foregoing   representations   and  warranties  shall  survive  any
termination of the Mas ter Servicer hereunder.

         Section 2.02.  Representations and Warranties of the Issuer. The Issuer
hereby represents and warrants to the Master Servicer and for the benefit of the
Indenture  Trustee,  as pledgee of the Revolving Credit Loans, as of the Cut-off
Date:

                         (i) The Issuer is a business  trust duly  formed and in
         good  standing  under  the laws of the State of  Delaware  and has full
         power,  authority and legal right to execute and deliver this Servicing
         Agreement  and  to  perform  its   obligations   under  this  Servicing
         Agreement,  and  has  taken  all  necessary  action  to  authorize  the
         execution,  delivery and performance by it of this Servicing Agreement;
         and

                        (ii) The  execution  and  delivery by the Issuer of this
         Servicing   Agreement  and  the   performance  by  the  Issuer  of  its
         obligations  under  this  Servicing  Agreement  will  not  violate  any
         provision of any law or  regulation  governing the Issuer or any order,
         writ,  judgment  or decree of any  court,  arbitrator  or  governmental
         authority or agency applicable to the Issuer or any of its assets. Such
         execution,  delivery,  authentication  and performance will not require
         the authorization, consent or approval

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<PAGE>



         of, the giving of notice to, the filing or  registration  with,  or the
         taking of any other action with respect to, any governmental  authority
         or agency  regulating  the activities of limited  liability  companies.
         Such  execution,  delivery,  authentication  and  performance  will not
         conflict  with,  or result in a breach or violation  of, any  mortgage,
         deed of trust,  lease or other  agreement  or  instrument  to which the
         Issuer is bound.

         Section 2.03. Enforcement of Representations and Warranties. The Master
Servicer, on behalf of and subject to the direction of the Indenture Trustee, as
pledgee  of the  Revolving  Credit  Loans,  or the  Issuer,  shall  enforce  the
representations  and  warranties  of  the  Designated  Seller  pursuant  to  the
Designated Seller's Agreement.  Upon the discovery by the Designated Seller, the
Depositor,  the Master Servicer, the Indenture Trustee, the Credit Enhancer, the
Issuer,  or  any  Custodian  of a  breach  of any  of  the  representations  and
warranties  made  in  the  Designated  Seller's  Agreement,  in  respect  of any
Revolving  Credit Loan which  materially and adversely  affects the interests of
the  Securityholders  or the Credit Enhancer,  the party discovering such breach
shall give prompt written  notice to the other parties (any  Custodian  being so
obligated  under a Custodial  Agreement).  The Master  Servicer  shall  promptly
notify the  Designated  Seller of such breach and request that,  pursuant to the
terms of the Designated  Seller's  Agreement,  the Designated  Seller either (i)
cure such  breach in all  material  respects  within 45 days (with  respect to a
breach of the representations and warranties  contained in Section 4.1(a) of the
Designated  Seller's  Agreement)  or 90 days  (with  respect  to a breach of the
representations  and  warranties  contained in Section  4.1(b) of the Designated
Seller's  Agreem ent) from the date the  Designated  Seller was notified of such
breach or (ii) purchase such Revolving  Credit Loan from the Issuer at the price
and in the  manner  set  forth in  Section  4.1(b)  of the  Designated  Seller's
Agreement;  provided that the Designated Seller shall, subject to the conditions
set forth in the Designated Seller's Agreement, have the option to substitute an
Eligible  Substitute Loan or Loans for such Revolving  Credit Loan. In the event
that the Designated Seller elects to substitute one or more Eligible  Substitute
Loans  pursuant to Section  4.1(b) of the  Designated  Seller's  Agreement,  the
Designated  Seller  shall  deliver to the Issuer with  respect to such  Eligible
Substitute  Loans,  the original Credit Line Agreement,  the Mortgage,  and such
other  documents  and  agreements  as are  required by the  Designated  Seller's
Agreement.  Payments due with respect to Eligible  Substitute Loans in the month
of substitut ion shall not be  transferred to the Issuer and will be retained by
the Master Servicer and remi

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<PAGE>



tted by the Master  Servicer  to the  Designated  Seller on the next  succeeding
Payment Date provided a payment at least equal to the applicable Minimum Monthly
Payment  has been  received  by the  Issuer  for such  month in  respect  of the
Revolving Credit Loan to be removed. The Master Servicer shall amend or cause to
be amended the  Revolving  Credit Loan  Schedul e to reflect the removal of such
Revolving Credit Loan and the substitution of the Eligible  Substitute Loans and
the Master  Servicer shall promptly  deliver the amended  Revolving  Credit Loan
Schedule to the Owner Trustee and Indenture Trustee.

         It is  understood  and agreed  that the  obligation  of the  Designated
Seller to cure such breach or purchase or substitute for such  Revolving  Credit
Loan as to which such a breach has occurred and is continuing  shall  constitute
the sole remedy respecting such breach available to the Issuer and the Indenture
Trustee,  as pledgee of the  Revolving  Credit  Loans,  against  the  Designated
Seller.  In  connection  with  the  purchase  of or  substitution  for any  such
Revolving Credit Loan by the Designated  Seller,  the Issuer shall assign to the
Designated  Seller  all of its  right,  title and  interest  in  respect  of the
Designated  Seller's  Agreement  applicable to such Revolving  Credit Loan. Upon
receipt of the Repurchase  Price, or upon completion of such  substitution,  the
Master Servicer shall notify the Custodian and then the Custodian shall deliv er
the  Mortgage  Files  to  the  Master  Servicer,   together  with  all  relevant
endorsements and assignments prepared by the Master Servicer which the Indenture
Trustee shall execute.

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<PAGE>



                                   ARTICLE III

                          Administration and Servicing
                            of Revolving Credit Loans

         Section  3.01.  The  Master  Servicer.  (a) The Master  Servicer  shall
service  and  administer  the  Revolving  Credit  Loans  in a  manner  generally
consistent  with the terms of the Program Guide and in a manner  consistent with
the terms of this Servicing Agreement and which shall be normal and usual in its
general mortgage  servicing  activities and shall have full power and authority,
acting alone or through a  subservicer,  to do any and all things in  connection
with such servicing and administration which it may deem necessary or desirable,
it being understood, however, that the Master Servicer shall at all times remain
responsible to the Issuer and the Indenture Trustee, as pledgee of the Revolving
Credit Loans,  for the  performance of its duties and  obligations  hereunder in
accordance  with the terms hereof and the Program  Guide.  Without  limiting the
generality of the foregoing,  the Master Servicer shall continue,  and is hereby
authorized and empowered by the Issuer and the Indenture Trustee,  as pledgee of
the Revolving  Credit Loans,  to execute and deliver,  on behalf of itself,  the
Issuer,  the  Indenture  Trustee  or any of  them,  any and all  instruments  of
satisfaction or cancellation, or of partial or full release or discharge and all
other comparable instruments with respect to the Revolving Credit Loans and with
respect to the Mortgaged  Properties.  The Issuer, the Indenture Trustee and the
Custodian,  as applicable,  shall furnish the Master Servicer with any powers of
attorney  and other  documents  necessary  or  appropriate  to enable the Master
Servicer to carry out its  servicing and  administrative  duties  hereunder.  In
addition,  the Master  Servicer may, at its own  discretion and on behalf of the
Indenture  Trustee,  obtain credit  information  in the form of a "credit score"
from a credit  repository.  On the Closing  Date,  the  Indenture  Trustee shall
deliver to the Master Servicer a limited power of attorney  substantially in the
form of Exhibit B hereto.

         If the Mortgage relating to a Revolving Credit Loan did not have a lien
senior to the Revolving Credit Loan on the related Mortgaged  Property as of the
Cut-off Date, then the Master Servicer, in such capacity, may not consent to the
placing  of a lien  senior  to that of the  Mortgage  on the  related  Mortgaged
Property.  If the Mortgage relating to a Revolving Credit Loan had a lien senior
to the Revolving Credit Loan on the related Mortgaged Property as of

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<PAGE>



the Cut-off Date, then the Master Servicer, in such capacity, may consent to the
refinancing of the prior senior lien;  provided that (i) the resulting  Combined
Loan-to-Value  Ratio of such Revolving Credit Loan is no higher than the greater
of the Combined  Loan-to-Value  Ratio ("CLTV") prior to such  refinancing or 70%
CLTV (or 80% CLTV for  those  borrowers  with a FICO  "credit  score"  of 720 or
greater)  and (ii) the  interest  rate for the loan  evidencing  the  refinanced
senior  lien is no higher  than the  interest  rate on the loan  evidencing  the
existing senior lien immediately prior to the date of such refinancing (meaning,
in the case of an  adjustable  rate loan, a  substantially  similar  index and a
gross margin no higher than that of the existing senior lien);  provided however
if the loan evidencing the existing senior lien prior to the date of refinancing
is an adjustable rate loan and the loan evidencing the refinanced senior lien is
a fixed rate loan,  then the interest rate on the loan evidencing the refinanced
senior lien may be up to 2.0% higher than the then-current  mortgage rate of the
loan  evidencing  the exis ting  senior lien and (iii) the loan  evidencing  the
refinanced senior lien is not subject to negative amortization.

         In connection  with  servicing the Revolving  Credit Loans,  the Master
Servicer may take  reasonable  actions to encourage or effect the termination of
Loan Agreements that have become dormant.

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

         (b) The Master  Servicer may enter into  Subservicing  Agreements  with
Subservicers  for the servicing and  administration  of certain of the Revolving
Credit Loans.  References in this Servicing  Agreement to actions taken or to be
taken by the Master  Servicer in servicing  the  Revolving  Credit Loans include
actions taken or to be taken by a Subservicer  on behalf of the Master  Servicer
and any amount actually  received by such  Subservicer in respect of a Revolving
Credit Loan shall be deemed to have been received by the Master Servicer whether
or not actually  received by the Master Servicer.  Each  Subservicing  Agreement
will be upon  such  terms  and  conditions  as are not  inconsistent  with  this
Servicing Agreement and as the Master Servicer

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and the Subservicer  have agreed.  With the approval of the Master  Servicer,  a
Subservicer may delegate its servicing obligations to third-party servicers, but
such  Subservicers   will  remain  obligated  under  the  related   Subservicing
Agreements. The Master Servicer and the Subservicer may enter into amendments to
the related Subservicing Agreements; provided, however, that any such amendments
shall not cause the Revolving Credit Loans to be serviced in a manner that would
be  materially  inconsistent  with the  standards  set  forth in this  Servicing
Agreement.  The Master Servicer shall be entitled to terminate any  Subservicing
Agreement in accordance  with the terms and  conditions  thereof and without any
limitation by virtue of this Servicing Agreement; provided, however, that in the
event of termination of any Subservicing Agreement by the Master Servicer or the
Subservicer,  the Master  Servicer  shall  either act as servicer of the related
Revolving  Credit Loan or enter into a  Subservicing  Agreement with a successor
Subservicer  which  will be  bound  by the  terms  of the  related  Subservicing
Agreement.  The Master  Servicer  shall be entitled to enter into any  agreement
with a  Subservicer  for  indemnification  of the Master  Servicer  and  nothing
contained in this  Servicing  Agreement  shall be deemed to limit or modify such
indemnification.

         In the event  that the  rights,  duties and  obligations  of the Master
Servicer are terminated  hereunder,  any successor to the Master Servicer in its
sole  discretion may, to the extent  permitted by applicable law,  terminate the
existing  Subservicing  Agreement  with any Subserv icer in accordance  with the
terms of the applicable  Subservicing  Agreement or assume the terminated Master
Servicer's  rights and obligations under such  subservicing  arrangements  which
termination or assumption will not violate the terms of such arrangements.

         As part of its servicing activities hereunder, the Master Servicer, for
the benefit of the Trust, the Credit Enhancer and the Securityholders, shall use
reasonable  efforts to enforce the  obligations  of each  Subservicer  under the
related  Subservicing  Agreement,  to the extent that the non-performance of any
such obligation would have a material adverse effect on a Revolving Credit Loan.
Such  enforcement,  including,  without  limitation,  the legal  prosecution  of
claims,  termination  of  Subservicing  Agreements  and  the  pursuit  of  other
appropriate  remedies,  shall be in such form and  carried out to such an extent
and at such time as the Master  Servicer,  in its good faith business  judgment,
would  require  were it the owner of the related  Revolving  Credit  Loans.  The
Master Servicer shall pay the costs of such enforcement at its own expense, and

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shall be reimbursed  therefor only (i) from a general  recovery  resulting  from
such enforcemen t to the extent,  if any, that such recovery exceeds all amounts
due in  respect of the  related  Revolving  Credit  Loan or (ii) from a specific
recovery of costs,  expenses or attorneys  fees  against the party  against whom
such enforcement is directed.

         (c) Prior to the close of business on tenth  calendar day of each month
in which the related Payment Date is to occur, the Master Servicer shall furnish
a statement to the Administrator, in writing and/or in a machine readable format
as the  Administrator  shall  reasonably  request  setting forth all information
reasonably necessary to allow the Administrat or to perform the calculations for
the  distributions  contemplated  by  Section  5.01 and to  prepare  the  report
pursuant to Section 4.01.

         Section 3.02. Collection of Certain Revolving Credit Loan Payments. (a)
The Master Servicer shall make reasonable efforts to collect all payments called
for under the terms and provisions of the Revolving  Credit Loans, and shall, to
the extent such procedures shall be consistent with this Servicing Agreement and
generally  consistent with the Program Guide, follow such collection  procedures
as shall be  normal  and usual in its  general  mortgage  servicing  activities.
Consistent  with the  foregoing,  and without  limiting  the  generality  of the
foregoing,  the Master Servicer may in its discretion (i) waive any late payment
charge,  penalty  interest or other fees which may be  collected in the ordinary
course of servicing such Revolving Credit Loan and (ii) arrange with a Mortgagor
a schedule  for the payment of principal  and interest due and unpaid;  provided
such arrangement is consistent with the Master Servicer's  policies with respect
to home equity revolving credit loans;  provided,  further, that notwithstanding
such arrangement such Revolving Credit Loans will be included in the information
regarding   delinquent  Revolving  Credit  Loans  set  forth  in  the  Servicing
Certificate. The Master Servicer may also extend the Due Date for payment due on
a Revolving Credit Loan in accordance with the Program Guide, provided, however,
that the Master Servicer shall first determine that any such waiver or extension
will not impair the  coverage  of any  related  insurance  policy or  materially
adversely  affect  the lien of the  related  Mortgage  or the  interests  of the
Securityholders  or the  Credit  Enhancer.  Consistent  with  the  terms of this
Servicing Agreement, the Master Servicer may also waive, modify or vary any term
of any Revolving Credit Loan (including  reduce the Credit Limit with respect to
any Revolving Credit Loan) or consent to the

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postponement  of strict  compliance  with any such term or in any  manner  grant
indulgence  to any  Mortgagor  if in the Master  Servicer's  determination  such
waiver,  modification,  postponement or indulgence is not materially  adverse to
the interests of the Securityholders or the Credit Enhancer,  provided, however,
that the Master  Servicer may not modify or permit any Subservicer to modify any
Revolving Credit Loan (including  without limitation any modification that would
change the Loan Rate,  forgive the payment of any principal or interest  (unless
in connection  with the  liquidation  of the related  Revolving  Credit Loan) or
extend the final mat urity  date of such  Revolving  Credit  Loan)  unless  such
Revolving  Credit Loan is in default or, in the judgment of the Master Servicer,
such default is reasonably foreseeable.  In addition, if a Revolving Credit Loan
is in default  or, in the  judgment  of the  Master  Servicer,  such  default is
reasonably foreseeable,  the Master Servicer may, through modification,  convert
such   Revolving   Credit   Loan  to  a  fully   amortizing   closed-end   loan.
Notwithstanding  the foregoing,  the Master  Servicer (i) in its sole discretion
may permit the Mortgagor (or may enter into a modification  agreement which will
allow the Mortgagor) to make monthly payments, with respect to any Billing Cycle
during the related  Draw Period,  in a minimum  amount that will be equal to the
related  finance charge for such Billing Cycle and (ii) may reduce the amount of
the Credit Limit (to an amount no less than the then current  Principal  Balance
of such Revolving  Credit Loan) in connection  with any  refinancing of a senior
lien pursuant to the second paragraph of Section 3.01(a) of this Agreement.

         (b) The Master  Servicer  shall  establish a Custodial  Account,  which
shall be an Eligible Account in which the Master Servicer shall deposit or cause
to be deposited any amounts representing  payments and collections in respect of
the Revolving  Credit Loans received by it subsequent to the Cut-off Date (other
than in respect of the payments  referred to in the following  paragraph) within
one  Business Day  following  receipt  thereof (or  otherwise on or prior to the
Closing Date), including the following payments and collections received or made
by it (without duplication):

                         (i) all  payments  of  principal  of or interest on the
         Revolving  Credit  Loans  received  by the  Master  Servicer  from  the
         respective  Subservicer,  net of any  portion of the  interest  thereof
         retained by the Subservicer as subservicing fees;


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     (ii) the aggregate Repurchase Price of the Revolving Credit Loans purchased
by the Master Servicer pursuant to Section 3.15;
   (iii)        Net Liquidation Proceeds net of any related Foreclosure Profit;

                        (iv)  all  proceeds  of  any   Revolving   Credit  Loans
         repurchased  by  the  Designated  Seller  pursuant  to  the  Designated
         Seller's Agreement, and all Substitution Adjustment Amounts required to
         be  deposited  in  connection  with  the  substitution  of an  Eligible
         Substitute Loan pursuant to the Designated Seller's Agreement;

     (v) insurance  proceeds,  other than Net Liquidation  Proceeds,  resulti ng
from any insurance policy maintained on a Mortgaged Property; and
     (vi) amounts required to be paid by the Master Servicer pursuant to Section
8.08.
provided,  however,  that with  respect to each  Collection  Period,  the Master
Servicer  shall be permitted  to retain from  payments in respect of interest on
the Revolving Credit Loans, the Master Servicing Fee for such Collection Period.
The foregoing  requirements  respecting  deposits to the  Custodial  Account are
exclusive,  it being  understood  that,  without  limiting the generality of the
foregoing, the Master Servicer need not deposit in the Custodial Account amounts
representing  Foreclosure  Profits,  fees (including annual fees) or late charge
penalties, payable by Mortgagors, or amounts received by the Master Servicer for
the  accounts  of  Mortgagors  for  application  towards  the  payment of taxes,
insurance  premiums,  assessments and similar items. In the event any amount not
required to be deposited in the Custodial  Account is so  deposited,  the Master
Servicer may at any time withdraw such amount from the  Custodial  Account,  any
provision  herein to the contrary  notwithstanding.  The  Custodial  Account may
contain  funds that belong to one or more trust  funds  created for the notes or
certificates of other series and may contain other funds respecting  payments on
revolving  credit loans or other mortgage loans belonging to the Master Servicer
or serviced or master serviced by it on behalf of others.  Notwithstanding  such
commingling of funds,  the Master  Servicer  shall keep records that  accurately
reflect the funds on deposit in the Custodial Account that have been identified

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by it as being  attributable  to the  Revolving  Credit Loans and shall hold all
collections in the Custodial Account to the extent they represent collections on
the Revolving Credit Loans for the benefit of the Trust, the Credit Enhancer and
the  Securityholders  and the Indenture Trustee,  as their interests may appear.
The Master Servicer shall retain all Foreclosure Profits as additional servicing
compensation.

         The Master Servicer may cause the institution maintaining the Custodial
Account to invest any funds in the  Custodial  Account in Permitted  Investments
(including obligations of the Master Servicer or any of its Affiliates,  if such
obligations otherwise qualify as Permitted Investments),  which shall mature not
later than the  Business  Day next  preceding  the Payment Date and shall not be
sold or disposed of prior to its maturity.  Except as provided above, all income
and gain  realized  from any such  investment  shall inure to the benefit of the
Master  Servicer  and shall be subject to its  withdrawal  or order from time to
time.  The amount of any losses  incurred in respect of the principal  amount of
any such investments  shall be deposited in the Custodial  Account by the Master
Servicer out of its own funds immediately as realized.

         (c) The Master Servicer will require each Subservicer to hold all funds
constituting  collections  on the  Revolving  Credit Loans,  pending  remittance
thereof to the Master Servicer, in one or more accounts meeting the requirements
of an Eligible Account, and invested in Permitted Investments,  unless, all such
collections  are  remitted on a daily basis to the Master  Servicer  for deposit
into the Custodial Account.

         Section  3.03.  Withdrawals  from the  Custodial  Account.  The  Master
Servicer shall, from time to time as provided herein,  make withdrawals from the
Custodial  Account of amounts on deposit  therein  pursuant to Section 3.02 that
are attributable to the Revolving Credit Loans for the following purposes:

                         (i) to deposit in the Payment Account,  on the Business
         Day  prior to each  Payment  Date,  an  amount  equal  to the  Interest
         Collections  and Principal  Collections  required to be  distributed on
         such Payment Date;


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                        (ii)  prior  to  either  an  Amortization  Event  or the
         Collection  Period preceding the end of the Revolving Period, to pay to
         the Designated  Seller,  the amount of any  Additional  Balances as and
         when created during the related Collection Period,  provided,  that the
         aggregate  amount  so paid  to the  Designated  Seller  in  respect  of
         Additional  Balances at any time during any Collection Period shall not
         exceed the am ount of Principal  Collections  theretofore  received for
         such Collection Period;

                       (iii) to the extent  deposited to the Custodial  Account,
         to  reimburse   itself  or  the  related   Subservicer  for  previously
         unreimbursed  expenses  incurred in  maintaining  individual  insurance
         policies  pursuant  to Section  3.04,  or  Liquidation  Expenses,  paid
         pursuant  to Section  3.07 or  otherwise  reimbursable  pursuant to the
         terms of this Servicing  Agreement (to the extent not payable  pursuant
         to  Section  3.09),  such  withdrawal  right  being  limited to amounts
         received  on  particular   Revolving   Credit  Loans  (other  than  any
         Repurchase Price in respect thereof) which represent late recoveries of
         the  payments  for which  such  advances  were  made,  or from  related
         Liquidation  Proceeds or the proceeds of the purchase of such Revolving
         Credit Loan;

                        (iv) to pay to itself out of each  payment  received  on
         account of  interest  on a Revolving  Credit  Loan as  contemplated  by
         Section 3.09, an amount equal to the related  Master  Servicing Fee (to
         the extent not retained  pursuant to Section  3.02),  and to pay to any
         Subservicer  any  Subservicing  Fees  not  previously  withheld  by the
         Subservicer;

                         (v) to the extent deposited in the Custodial Account to
         pay to itself as  additional  servicing  compensation  any  interest or
         investment  income earned on funds  deposited in the Custodial  Account
         and  Payment  Account  that it is  entitled  to  withdraw  pursuant  to
         Sections 3.02(b) and 5.01;

     (vi) to the extent deposited in the Custodial Account,  to pay to itself as
additional  servicing  compensation  any  Foreclosure  Profits  (to  the  extent
permitted by law);

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<PAGE>



                       (vii) to pay to itself  or the  Designated  Seller,  with
         respect to any  Revolving  Credit Loan or property  acquired in respect
         thereof  that  has  been  purchased  or  otherwise  transferred  to the
         Designated  Seller,  the Master  Servicer or other entity,  all amounts
         received thereon and not required to be distributed to  Securityholders
         as of the date on which the related  Purchase Price or Repurchase Price
         is determined;

     (viii) to withdraw any other amount deposited in the Custodial Account that
was not required to be deposited therein pursuant to Section 3.02;
     (ix) to pay the  Administrator,  on the  Business  Day before each Paym ent
Date, an amount equal to the Administrator Fee for the prior calendar month; and
     (x) after the occurrence of an Amortization Event, to pay to the Designated
Seller, the Excluded Amount for each Revolving Credit Loan.
Since, in connection with withdrawals  pursuant to clauses (iii), (iv), (vi) and
(vii), the Master  Servicer's  entitlement  thereto is limited to collections or
other recoveries on the related Revolving Credit Loan, the Master Servicer shall
keep and maintain separate  accounting,  on a Revolving Credit Loan by Revolving
Credit  Loan  basis,  for the  purpose of  justifying  any  withdrawal  from the
Custodial Account pursuant to such clauses.  Notwithstanding any other provision
of this Servicing Agreement,  the Master Servicer shall be entitled to reimburse
itsel f for any previously  unreimbursed  expenses  incurred pursuant to Section
3.07 or otherwise reimbursable pursuant to the terms of this Servicing Agreement
that the Master Servicer determines to be otherwise  nonrecoverable (except with
respect to any Revolving  Credit Loan as to which the Repurchase  Price has been
paid),  by withdrawal  from the Custodial  Account of amounts on deposit therein
attributable  to the  Revolving  Credit  Loans on any  Business Day prior to the
Payment Date succeeding the date of such determination.

         Section 3.04.  Maintenance  of Hazard  Insurance;  Property  Protection
Expenses.  To the extent  permitted  under the related Credit Line Agreement and
Mortgage,  and to the extent the Master  Servicer  receives notice that a hazard
insurance  policy has been  cancelled,  the Master  Servicer  shall  cause to be
maintained for each Revolving Credit Loan hazard insurance naming

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<PAGE>



the Master Servicer or related  Subservicer as loss payee  thereunder  providing
extended  coverage in an amount which is at least equal to the lesser of (i) the
maximum insurable value of the improvements  securing such Revolving Credit Loan
from time to time or (ii) the combined principal balance owing on such Revolving
Credit Loan and any mortgage loan senior to such Revolving Credit Loan from time
to time; provided,  however, that such coverage may not be less than the minimum
amount required to fully compensate for any loss or damage on a replacement cost
basis.  The Master  Servicer  shall use its best  efforts to monitor that hazard
insurance is maintained as described in the previous sentence in the same manner
as it would for  revolving  credit home equity loans in its own  portfolio.  The
Master  Servicer  shall also cause to be  maintained  on property  acquired upon
foreclosure,  or deed in lieu of foreclosure, of any Revolving Credit Loan, fire
insurance  with  extended  coverage in an amount  which is at least equal to the
amount necessary to avoid the application of any  co-insurance  clause contained
in the related hazard insurance policy. Amounts collected by the Master Servicer
under any such policies  (other than amounts to be applied to the restoration or
repair of the related  Mortgaged  Property or property  thus acquired or amounts
released  to the  Mortgagor  in  accordance  with the Master  Servicer's  normal
servicing  procedures) shall be deposited in the Custodial Account to the extent
called for by Section 3.02. In cases in which any Mortgaged  Property is located
at any time during the life of a Revolving Credit Loan in a federally designated
flood area, to the extent  permitted under the related Credit Line Agreement and
Mortgage, and to the extent the Master Servicer receives notice that the related
flood insurance has been cancelled. All such flood insurance shall be in amounts
equal to the lesser of (i) the amount  required  to  compensate  for any loss or
damage  to the  Mortgaged  Property  on a  replacement  cost  basis and (ii) the
maximum amount of such insurance  available for the related  Mortgaged  Property
under the national flood insurance program (assuming that the area in which such
Mortgaged  Property is located is  participating  in such  program).  The Master
Servicer shall use its best efforts to monitor such flood insurance as described
in the  previous  sentence in the same manner as it would for  revolving  credit
home equity loans in its own  portfolio.  The Master  Servicer shall be under no
obligation to require that any Mortgagor maintain earthquake or other additional
insurance  and  shall  be  under  no  obligation  itself  to  maintain  any such
additional insurance on property acquired in respect of a Revolving Credit Loan,
other than pursuant to such applicable laws and regulations as shall at any time
be in force  and as shall  require  such  additional  insurance.  If the  Master
Servicer shall obtain and maintain a blanket policy consistent with its

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<PAGE>



general mortgage servicing  activities  insuring against hazard losses on all of
the Revolving  Credit Loans,  it shall  conclusively be deemed to have satisfied
its  obligations  as set forth in the first  sentence of this Section  3.04,  it
being understood and agreed that such policy may contain a deductible clause, in
which case the Master  Servicer  shall,  in the event that there  shall not have
been maintained on the related  Mortgaged  Property a policy  complying with the
first sentence of this Section 3.04 and there shall have been a loss which would
have been covered by such policy,  deposit in the  Custodial  Account the amount
not  otherwise  payable  under the  blanket  policy  because of such  deductible
clause.  Any  such  deposit  by the  Master  Servicer  shall be made on the last
Business Day of the  Collection  Period in the month in which payments under any
such policy would have been  deposited in the Custodial  Account.  In connection
with its  activities  as  servicer of the  Revolving  Credit  Loans,  the Master
Servicer  agrees to present,  on behalf of itself,  the Issuer and the Indenture
Trustee, claims under any such blanket policy.

         Section  3.05.  Modification  Agreements.  The Master  Servicer  or the
related  Subservicer,  as the case  may be,  shall be  entitled  to (A)  execute
assumption agreements,  substitution agreements, and instruments of satisfaction
or  cancellation  or of  partial  or full  release  or  discharge,  or any other
document   contemplated  by  this  Servicing   Agreement  and  other  comparable
instruments  with respect to the Revolving  Credit Loans and with respect to the
Mortgaged  Properties subject to the Mortgages (and the Issuer and the Indenture
Trustee each shall promptly  execute any such documents on request of the Master
Servicer)  and (B)  approve  the  granting  of an  easement  thereon in favor of
another Person,  any alteration or demolition of the related Mortgaged  Property
or other  similar  matters,  if it has  determined,  exercising  its good  faith
business  judgment  in the same  manner  as it would if it were the owner of the
related  Revolving  Credit Loan,  that the security for, and the timely and full
collectability  of, such Revolving  Credit Loan would not be adversely  affected
thereby. A partial release pursuant to this Section 3.05 shall be permitted only
if the Combined  Loan-to-Value  Ratio for such Revolving  Credit Loan after such
partial  release  does not exceed  the  Combined  Loan-to-Valu  e Ratio for such
Revolving  Credit Loan as of the Cut-off  Date.  Any fee collected by the Master
Servicer or the related Subservicer for processing such request will be retained
by the Master Servicer or such Subservicer as additional servicing compensation.


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<PAGE>



         Section 3.06. Trust Estate; Related Documents. (a) When required by the
provisions of this  Servicing  Agreement,  the Issuer or the  Indenture  Trustee
shall  execute  instruments  to  release  property  from the  terms of the Trust
Agreement,  Indenture  or  Custodial  Agreement,  as  applicable,  or convey the
Issuer's or the Indenture  Trustee's interest in the same, in a manner and under
circumstances  which are not inconsistent  with the provisions of this Servicing
Agreement.  No party  relying upon an  instrument  executed by the Issuer or the
Indenture  Trustee as provided in this  Section 3.06 shall be bound to ascertain
the Issuer's or the Indenture Trustee's authority, inquire into the satisfaction
of any conditions precedent or see to the application of any moneys.

         (b) If from  time to time the  Master  Servicer  shall  deliver  to the
Custodian copies of any written assurance,  assumption agreement or substitution
agreement or other similar  agreement  pursuant to Section  3.05,  the Custodian
shall check that each of such documents purports to be an original executed copy
(or a copy of the original  executed  document if the original executed copy has
been  submitted for recording and has not yet been  returned)  and, if so, shall
file such  documents,  and upon receipt of the original  executed  copy from the
applicable  recording  office or  receipt  of a copy  thereof  certified  by the
applicable  recording  office shall file such originals or certified copies with
the Related Documents. If any such documents submitted by the Master Servicer do
not meet the above qualifications,  such documents shall promptly be returned by
the Custodian to the Master Servicer, with a direction to the Master Servicer to
forward the correct documentation.

         (c) Upon  receipt of a Request  for Release  from the Master  Servicer,
substantially  in the form of Exhibit C to the effect  that a  Revolving  Credit
Loan has been the  subject of a final  payment or a  prepayment  in full and the
related  Revolving  Credit Loan has been  terminated or that  substantially  all
Liquidation  Proceeds which have been  determined by the Master  Servicer in its
reasonable  judgment to be finally  recoverable  have been  recovered,  and upon
deposit to the Custodial  Account of such final monthly  payment,  prepayment in
full together with accrued and unpaid  interest to the date of such payment with
respect to such Revolving Credit Loan or, if applicable,  Liquidation  Proceeds,
the  Custodian  shall  promptly  release  the  Related  Documents  to the Master
Servicer,  which the Indenture Trustee shall execute,  along with such documents
as the Master Servicer or the Mortgagor may request to evidence satisfaction and
discharge of

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<PAGE>



such Revolving Credit Loan, upon request of the Master Servicer. If from time to
time and as appropriate for the servicing or foreclosure of any Revolving Credit
Loan,  the  Master  Servicer  requests  the  Custodian  to release  the  Related
Documents and delivers to the Custodian a trust receipt reasonably  satisfactory
to the Custodian and signed by a Responsible Officer of the Master Servicer, the
Custodian shall release the Related  Documents to the Master  Servicer.  If such
Revolving  Credit  Loans  shall  be  liquidated  and the  Custodian  receives  a
certificate  from the Master Servicer as provided  above,  then, upon request of
the Master Servicer, the Custodian shall release the trust receipt to the Master
Servicer.

         Section 3.07.  Realization Upon Defaulted  Revolving Credit Loans. With
respect  to such of the  Revolving  Credit  Loans as come into and  continue  in
default,  the Master  Servicer  will decide  whether to (i)  foreclose  upon the
Mortgaged  Properties  securing such Revolving Credit Loans,  (ii) write off the
unpaid principal balance of the Revolving Credit Loans as bad debt, (iii) take a
deed in lieu of  foreclosure,  (iv)  accept  a short  sale,  (v)  arrange  for a
repayment  plan,  (vi) agree to a modification in accordance with this Servicing
Agreement,  or (vii) take an unsecur ed note in each case  subject to the rights
of any related first lien holder; provided that in connection with the foregoing
if the Master  Servicer  has actual  knowledge  that any  Mortgaged  Property is
affected by hazardous or toxic wastes or substances and that the  acquisition of
such Mortgaged  Property would not be commercially  reasonable,  then the Master
Servicer will not cause the Issuer or the Indenture  Trustee to acquire title to
such Mortgaged  Property in a foreclosure or similar  proceeding.  In connection
with such decision,  the Master Servicer shall follow such practices (including,
in the case of any default on a related  senior  mortgage loan, the advancing of
funds to  correct  such  default  if  deemed  to be  appropriate  by the  Master
Servicer) and procedures as it shall deem necessary or advisable and as shall be
normal and usual in its general  mortgage  servicing  activities and as shall be
required or permitted by the Program  Guide;  provided that the Master  Servicer
shall not be liable in any respect hereunder if the Master Servicer is acting in
connection  with any such  foreclosure  or  attempted  foreclos ure which is not
completed or other conversion in a manner that is consistent with the provisions
of this  Servicing  Agreement.  The foregoing is subject to the proviso that the
Master Servicer shall not be required to expend its own funds in connection with
any foreclosure or attempted  foreclosure  which is not completed or towards the
correction of any default on a related  senior  mortgage loan or  restoration of
any property unless it shall determine that such expenditure will

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increase Net Liquidation Proceeds. In the event of a determination by the Master
Servicer that any such expenditure previously made pursuant to this Section 3.07
will not be  reimbursable  from Net  Liquidation  Proceeds,  the Master Servicer
shall be entitled to reimbursement of its funds so expended  pursuant to Section
3.03.

         Notwithstanding any provision of this Servicing Agreement,  a Revolving
Credit Loan may be deemed to be finally  liquidated if substantially all amounts
expected by the Master  Servicer to be received in  connection  with the related
defaulted  Revolving  Credit Loan have been  received;  provided,  however,  any
subsequent  collections  with respect to any such Revolving Credit Loan shall be
deposited to the Custodial  Account.  For purposes of determining  the amount of
any  Liquidation   Proceeds  or  Insurance   Proceeds,   or  other   unscheduled
collections,  the  Master  Servicer  may take into  account  minimal  amounts of
additional  receipts  expected  to  be  received  or  any  estimated  additional
liquidation  expenses  expected to be incurred  in  connection  with the related
defaulted Revolving Credit Loan.

         In the event  that  title to any  Mortgaged  Property  is  acquired  in
foreclosure or by deed in lieu of  foreclosure,  the deed or certificate of sale
shall be issued to the Indenture  Trustee,  who shall hold the same on behalf of
the Issuer in accordance with Section 3.13 of the Indenture. Notwithstanding any
such acquisition of title and cancellation of the related Revolving Credit Loan,
such Mortgaged Property shall (except as otherwise expressly provided herein) be
considered to be an  outstanding  Revolving  Credit Loan held as an asset of the
Issuer  until  such time as such  property  shall be sold.  Consistent  with the
foregoing for purposes of all calculations  hereunder, so long as such Mortgaged
Property shall be considered to be an outstanding Revolving Credit Loan it shall
be assumed that,  notwithstanding that the indebtedness evidenced by the related
Credit Line Agreement shall have been discharged,  such Credit Line Agreement in
effect  at the  time of any such  acquisition  of title  before  any  adjustment
thereto by reason of any  bankruptcy or similar  proceeding or any moratorium or
similar waiver or grace period will remain in effect.

         Any proceeds from foreclosure proceedings or the purchase or repurchase
of any Revolving Credit Loan pursuant to the terms of this Servicing  Agreement,
as well as any recovery  resulting from a collection of Liquidation  Proceeds or
Insurance Proceeds, will be

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applied in the  following  order of priority:  first,  to  reimburse  the Master
Servicer  or the related  Subservicer  in  accordance  with this  Section  3.07;
second,  to the Master Servicer or the related  Subservicer,  all Servicing Fees
payable  therefrom;  third,  to the extent of accrued and unpaid interest on the
related Revolving Credit Loan, at the Net Loan Rate to the Payment Date on which
such amounts are to be deposited in the Payment Account;  fourth,  as a recovery
of principal on the Revolving Credit Loan; and fifth, to Foreclosure Profits.

         Section 3.08. Issuer and Indenture  Trustee to Cooperate.  On or before
each Payment Date, the Master  Servicer will notify the  Administrator,  and the
Indenture  Trustee  or  the  Custodian,  with  a  copy  to  the  Issuer,  of the
termination  of or the  payment  in full and the  termination  of any  Revolving
Credit Loan during the preceding  Collection Period.  Upon receipt of payment in
full,   the  Master   Servicer  is  authorized  to  execute,   pursuant  to  the
authorization  contained in Section  3.01, if the  assignments  of Mortgage have
been recorded if required under the Designated Seller's Agreement, an instrument
of satisfaction regarding the related Mortgage, which instrument of satisfaction
shall be recorded by the Master  Servicer if required by  applicable  law and be
delivered to the Person entitled  thereto.  It is understood and agreed that any
expenses incurred in connection with such instrument of satisfaction or transfer
shall be reimbursed from amounts deposited in the Custodial  Account.  From time
to time and as  appropriate  for the servicing or  foreclosure  of any Revolving
Credit Loan, the Indenture  Trustee or the Custodian shall,  upon request of the
Master Servicer and delivery to the Indenture Trustee or Custodian,  with a copy
to the Issuer,  of a Request for Release,  in the form annexed hereto as Exhibit
C, signed by a Servicing  Officer,  release or cause to be released  the related
Mortgage File to the Master  Servicer and the Issuer or Indenture  Trustee shall
promptly  execute such documents,  in the forms provided by the Master Servicer,
as shall be necessary for the prosecution of any such  proceedings or the taking
of other  servicing  actions.  Such  trust  receipt  shall  obligate  the Master
Servicer to return the Mortgage File to the  Indenture  Trustee or the Custodian
(as specified in such receipt) when the need therefor by the Master  Servicer no
longer  exists unless the Revolving  Credit Loan shall be  liquidated,  in which
case,  upon  receipt of a  certificate  of a Servicing  Officer  similar to that
hereinabove  specified,  the  trust  receipt  shall be  released  to the  Master
Servicer.


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<PAGE>



         In order to facilitate  the  foreclosure  of the Mortgage  securing any
Revolving  Credit  Loan  that  is  in  default  following   recordation  of  the
assignments  of Mortgage in accordance  with the  provisions  of the  Designated
Seller's  Agreement,  the Indenture Trustee or the Issuer shall, if so requested
in writing by the Master Servicer, promptly execute an appropriate assignment in
the form provided by the Master  Servicer to assign such  Revolving  Credit Loan
for the purpose of collection to the Master Servicer (any such assignment  shall
unambiguously  indicate  that the  assignment  is for the purpose of  collection
only),  and, upon such  assignment,  such assignee for collection will thereupon
bring all required  actions in its own name and  otherwise  enforce the terms of
the Revolving  Credit Loan and deposit or credit the Net  Liquidation  Proceeds,
exclusive of Foreclosure Profits, received with respect thereto in the Custodial
Account.  In the event that all delinquent payments due under any such Revolving
Credit Loan are paid by the Mortgagor and any other defaults are cured, then the
assignee for collection  shall promptly  reassign such Revolving  Credit Loan to
the Indenture  Trustee and return all Related  Docume nts to the place where the
related Mortgage File was being maintained.

         In connection with the Issuer's  obligation to cooperate as provided in
this Section 3.08 and all other provisions of this Servicing Agreement requiring
the Issuer to  authorize  or permit any actions to be taken with  respect to the
Revolving  Credit  Loans,  the  Indenture  Trustee,  as pledgee of the Revolving
Credit Loans and as assignee of record of the Revolving  Credit Loa ns on behalf
of the Issuer pursuant to Section 3.13 of the Indenture,  expressly  agrees,  on
beh alf of the Issuer,  to take all such  actions on behalf of the Issuer and to
promptly  execute and return all instruments  reasonably  required by the Master
Servicer in connection  therewith;  provided that if the Master  Servicer  shall
request a signature  of the  Indenture  Trustee,  on beh alf of the Issuer,  the
Master Servicer will deliver to the Indenture  Trustee an Officer's  Certificate
stating that such  signature is  necessary or  appropriate  to enable the Master
Servicer  to carry  out its  servicing  and  administrative  duties  under  this
Servicing Agreement.

         Section 3.09.  Servicing  Compensation;  Payment of Certain Expenses by
Master  Servicer.  The Master  Servicer  shall be entitled to receive the Master
Servicing Fee in accordance with Section 3.03 as  compensation  for its services
in connection with servicing the Revolving Cre dit Loans.  Moreover,  additional
servicing  compensation  in the form of late payment  charges and other receipts
not required to be deposited in the Custodial Account as specified in Section

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3.02 shall be  retained by the Master  Servicer.  The Master  Servicer  shall be
required to pay all expenses  incurred by it in connection  with its  activities
hereunder (including payment of all other fees and expenses not expressly stated
hereunder  to be for the  account  of the  Securityholders,  including,  without
limitation,  the fees and expenses of the Owner Trustee,  Indenture  Trustee and
any Custodian (except with respect to the initial fees and expenses of the Owner
Trustee and Indenture Trustee, which shall be paid by the Administrator pursuant
to Section 7.05 hereof)) and shall not be entitled to reimbursement therefor.

         Section  3.10.  Annual  Statement  as to  Compliance.  (a)  The  Master
Servicer  will deliver to the Issuer and the Indenture  Trustee,  with a copy to
the Credit Enhancer, beginning March 31, 1998, and on or before March 31 of each
year  thereafter,  an  Officer's  Certificate  stating  that (i) a review of the
activities of the Master Servicer during the preceding  calendar year and of its
performance under servicing  agreements,  including this Servicing Agreement has
been  made  under  such  officer's  supervision  and  (ii)  to the  best of such
officer's  knowledge,  based on such review, the Master Servicer has complied in
all material  respects  with the minimum  servicing  standards  set forth in the
Uniform Single Attestation Program for Mortgage Bankers and has fulfilled all of
its material  obligations in all material respects  throughout such year, or, if
there has been material noncompliance with such servicing standards or a default
in the fulfillment in all material  respects of any such obligation  relating to
this Servicing  Agreement,  such  statement  shall include a description of such
noncompliance  or specify each such  default,  as the case may be, known to such
officer and the nature and status thereof.

         (b) The Master Servicer shall deliver to the Issuer,, the Administrator
and the Indenture  Trustee,  with a copy to the Credit Enhancer,  promptly after
having obtained knowledge thereof, but in no event later than five Business Days
thereafter,  written  notice by means of an Officer's  Certificate  of any event
which  with the  giving of notice or the lapse of time or both,  would  become a
Servicing Default.

         Section 3.11. Annual Servicing Report.  Beginning June 30, 1998, and on
or before June 30 of each year  thereafter,  the Master  Servicer at its expense
shall cause a firm of nationally recognized  independent public accountants (who
may also render  other  services to the Master  Servicer) to furnish a report to
the Issuer, the Administrator, the Indenture Trustee, the

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Depositor,  the Credit Enhancer and each Rating Agency stating its opinion that,
on  the  basis  of an  examination  conducted  by  such  firm  substantially  in
accordance  with standards  established  by the American  Institute of Certified
Public  Accountants,  the  assertions  made  pursuant to Section 3.10  regarding
compliance with the minimum servicing  standards set forth in the Uniform Single
Attestation  Program for Mortgage Bankers during the preceding calendar year are
fairly stated in all material  respects,  subject to such  exceptions  and other
qualifications  that,  in the opinion of such firm,  such  accounting  standards
require it to report.  In rendering  such  statement,  such firm may rely, as to
matters   relating  to  the  direct  servicing  of  revolving  credit  loans  by
Subservicers,   upon  comparable   statements  for  examinations   conducted  by
independent  public  accountants  substantially  in  accordance  with  standards
established by the American Institute of Certified Public Accountants  (rendered
within one year of such statement) with respect to such Subservicers.

         Section 3.12. Access to Certain Documentation and Information Regarding
the Revolving  Credit Loans.  Whenever  required by statute or  regulation,  the
Master Servicer shall provide to the Credit Enhancer,  any  Securityholder  upon
reasonable  request  (or a  regulator  for a  Securityholder)  or the  Indenture
Trustee,  reasonable access to the documentation  regarding the Revolving Credit
Loans such access being afforded without charge but only upon reasonable request
and during normal business hours at the offices of the Master Servicer.  Nothing
in this Section 3.12 shall derogate from the  obligation of the Master  Servicer
to observe any applicable law  prohibiting  disclosure of information  regarding
the  Mortgagors  and the  failure of the Master  Servicer  to provide  access as
provided  in  this  Section  3.12  as a  result  of such  obligation  shall  not
constitute a breach of this Section 3.12.

         Section 3.13.  Maintenance of Certain Servicing Insurance Policies. The
Master  Servicer  shall  during the term of its service as servicer  maintain in
force (i) a policy or policies of insurance covering errors and omissions in the
performance of its obligations as master servicer  hereunder and (ii) a fidelity
bond in respect  of its  officers,  employees  or  agents.  Each such  policy or
policies and bond shall be at least equal to the coverage that would be required
by FNMA or FHLMC,  whichever is greater,  for Persons  performing  servicing for
revolving credit loans purchased by such entity.


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<PAGE>



         Section 3.14.  Information Required by the Internal Revenue Service and
Reports of  Foreclosures  and  Abandonments  of Mortgaged  Property.  The Master
Servicer  shall  prepare and deliver all federal and state  information  reports
with  respect  to  the  Revolving  Credit  Loans  when  and as  required  by all
applicable state and federal income tax laws. In particular, with respect to the
requirement  under  Section  6050J of the  Code to the  effect  that the  Master
Servicer or Subservicer  shall make reports of foreclosures  and abandonments of
any mortgaged  property for each year beginning in 1998, the Master  Servicer or
Subservicer  shall file reports  relating to each instance  occurring during the
previous calendar year in which the Master Servicer (i) on behalf of the Issuer,
acquires an interest in any  Mortgaged  Property  through  foreclosure  or other
comparable  conversion  in full or partial  satisfaction  of a Revolving  Credit
Loan, or (ii) knows or has reason to know that any  Mortgaged  Property has been
abandoned.  The reports from the Master Servicer or Subservicer shall be in form
and substance  sufficient to meet the reporting  requirements imposed by Section
6050J and Section 6050H (reports relating to mortgage interest  received) of the
Code.

         Section 3.15.  Optional Repurchase of Defaulted Revolving Credit Loans.
Notwithstanding  any  provision  in  Section  3.07 to the  contrary,  the Master
Servicer, at its option and in its sole discretion, may repurchase any Revolving
Credit Loan  delinquent in payment for a period of 60 days or longer for a price
equal to the Repurchase Price.

         Section  3.16.  Recording of  Assignments.  If the credit rating of the
Master  Servicer is reduced to below "BBB" by Standard & Poor's or below "A3" by
Moody's, the Master Servicer shall, within 60 days after written notification of
such  reduction  in credit  rating by  Standard & Poor's,  Moody's or the Credit
Enhancer, the Master Servicer, at its own expense, shall complete and submit for
recording in the appropriate public office for real property records each of the
assignments  of  the  Mortgage  for  each  Revolving  Credit  Loan.  While  such
assignment  to be recorded  is being  recorded,  the  Custodian  shall  retain a
photoco py of such assignment.  If any assignment is lost or returned unrecorded
to the Custodian because of any defect therein,  the Master Servicer is required
to prepare a substitute assignm ent or cure such defect, as the case may be, and
the Master  Servicer  shall cause such  assignment  to be recorded in accordance
with this paragraph.

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<PAGE>



                                   ARTICLE IV

                              Servicing Certificate

         Section  4.01.  Statements  to  Securityholders.  With  respect to each
Payment Date, on the Business Day following the related  Determination  Date the
Administrator  shall forward to the Indenture  Trustee and the Indenture Trustee
pursuant to Section 3.26 of the Indenture shall forward or cause to be forwarded
by  mail  to  each  Certificateholder,  Noteholder,  the  Credit  Enhancer,  the
Depositor,  the Owner  Trustee,  the  Certificate  Paying  Agent and each Rating
Agency, a statement setting forth the following  information as to the Notes and
Certificates, to the extent applicable:

     (i)  the  aggregate  amount  of (a)  Interest  Collections,  (b)  Principal
Collection s and (c) Substitution Adjustment Amounts;
(ii)   the amount of such distribution as principal to the Noteholders;

     (iii) the  amount  of such  distribution  as  interest  to the  Noteholders
separately stating the portion thereof in respect of overdue accrued interest;
     (iv) the Credit  Enhancement Draw Amount, if any, for such Payment Date and
the aggregate amount of prior draws thereunder not yet reimbursed;
         (v) the amount of such  distribution  as principal  and interest to the
         Certificateholders,   separately  stating  the  portion  thereof  which
         resulted in a reduction of the Certificate Principal Balance thereof;

     (vi) the aggregate Loan Balance of the Revolving Credit Loans as of the end
of the preceding Collection Period;

     (v) the number and aggregate Loan Balances of Revolving Credit Loans (a) as
to which the Minimum  Monthly  Payment is delinquent for 30-59 days,  60-89 days
and
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<PAGE>



         90 or more days,  respectively,  (b) that are  foreclosed  and (c) that
         have become REO, in each case as of the end of the preceding Collection
         Period;  provided,  however, that such information will not be provided
         on the statements relating to the first Payment Date;

     (vi) the weighted average Net Loan Rate for the related Collection Period;

     (vii) the  aggregate  amount of  Additional  Balances  created  during  the
previous Collection Period conveyed to the Issuer;
         (viii) the  aggregate  Liquidation  Loss  Amounts  with  respect to the
         related   Collection   Period,  the  amount  of  any  Liquidation  Loss
         Distribution  Amounts  with res pect to the Notes and the  aggregate of
         the  Liquidation  Loss  Amounts  from all  Collection  Periods  to date
         expressed as dollars and as a percentage of the aggregate  Cut-off Date
         Loan Balance;

                      (ix) the aggregate Excess Loss Amounts with respect to the
         related  Collection Period and the aggregate of the Excess Loss Amounts
         from all Collection Periods to date;

                       (x) the aggregate  Special Hazard  Losses,  Fraud Losses,
         Bankruptcy   Losses  and  losses   caused  by  or  resulting   from  an
         Extraordinary  Event with respect to the rela ted Collection Period and
         the  aggregate  of each of such losses from all  Collection  Periods to
         date;

                      (xi) the aggregate Note Balance of each Class of Notes and
         the  Certificate  Principal  Balance of the  Certificates  after giving
         effect to the distribution of principal on such Payment Date;

                     (xii) the respective Security Percentage applicable to each
         of the Securities,  after  application of payments made on such Payment
         Date; and


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     (xiii) the Outstanding Reserve Amount, the Special Hazard Amount, the Fraud
Loss Amount and the Bankruptcy  Loss Amount  immediately  following such Payment
Date.
         In the case of information furnished pursuant to clauses (ii) and (iii)
above, the amounts shall be expressed as an aggregate dollar amount per Variable
Funding  Note,  Term  Note  or  Certificate,   as  applicable,   with  a  $1,000
denomination.

         In addition,  the Administrator  shall forward to the Indenture Trustee
any other information reasonably requested by the Indenture Trustee necessary to
make distributions pursuant to Section 3.05 of the Indenture. Prior to the close
of business on the Business Day next  succeeding  each  Determination  Date, the
Administrator shall furnish a written statement to the Certificate Paying Agent,
the Master  Servicer  and the  Indenture  Trustee  setting  forth the  aggregate
amounts  required to be withdrawn from the Custodial  Account and deposited into
the Payment  Account on the  Business  Day  preceding  the related  Payment Date
pursuant to Section 3.03. The determination by the Administrator of such amounts
shall,  in the absence of obvious error, be  presumptively  deemed to be correct
for all purposes  hereunder and the Owner Trustee and Indenture Trustee shall be
protected  in  relying  upon  the  same   without  any   independent   check  or
verification.  In addition, upon the Issuer's written request, the Administrator
shall promptly furnish  information  reasonably  requested by the Issuer that is
reasonably  available to the  Administrator  to enable the Issuer to perform its
federal and state income tax reporting obligations.



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<PAGE>



                                    ARTICLE V

                                 Payment Account

         Section 5.01.  Payment Account.  The Indenture  Trustee shall establish
and maintain a Payment  Account titled "The Chase  Manhattan  Bank, as Indenture
Trustee,  for the benefit of the  Securityholders,  the Certificate Paying Agent
and the Credit Enhancer pursuant to the Indenture,  dated as of August 28, 1997,
between Home Equity Loan Trust  1997-GMACM4 and The Chase Manhattan  Bank".  The
Payment Account shall be an Eligible Account.  On each Payment Date,  amounts on
deposit in the Payment  Account will be distributed by the Indenture  Trustee in
accordance with Section 3.05 of the Indenture. The Indenture Trustee shall, upon
written  request  from the  Master  Servicer,  invest or cause  the  institution
maintaining  the Payment  Account to invest the funds in the Payment  Account in
Permitted  Investments  designated in the name of the Indenture  Trustee,  which
shall  mature not later than the Business  Day next  preceding  the Payment Date
next  following the date of such  investment  (except that (i) any investment in
the institution  with which the Payment Account is maintained may mature on such
Payment  Date and (ii) any other  investment  may mature on such Payment Date if
the  Indenture  Trustee  shall advance funds on such Payment Date to the Payment
Account in the amount payable on such  investment on such Payment Date,  pending
receipt thereof to the extent necessary to make distributions on the Securities)
and shall not be sold or  disposed  of prior to  maturity.  All  income and gain
realized  from  any  such  investment  shall be for the  benefit  of the  Master
Servicer and shall be subject to its  withdrawal or order from time to time. The
amount of any  losses  incurred  in  respect  of any such  investments  shall be
deposited  in the Payment  Account by the Master  Servicer  out of its own funds
immediately as realized.


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<PAGE>



                                   ARTICLE VI

                               The Master Servicer

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

         Section  6.02.  Merger  or  Consolidation  of,  or  Assumption  of  the
Obligations  of,  the Master  Servicer.  Any  corporation  into which the Master
Servicer  may be merged or convert ed or with which it may be  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  herein  to the  contrary
notwithstanding.

         The Master  Servicer  may assign its rights and delegate its duties and
obligations under this Servicing  Agreement;  provided that the Person accepting
such  assignment or  delegation  shall be a Person which is qualified to service
revolving credit loans, is reasonably  satisfactory to the Indenture Trustee (as
pledgee of the Revolving Credit Loans),  the Issuer and the Credit Enhancer,  is
willing to service the  Revolving  Credit Loans and executes and delivers to the
Indenture Trustee and the Issuer an agreement,  in form and substance reasonably
satisfactory to the Credit Enhancer, the Indenture Trustee and the Issuer, which
contains an  assumption by such Person of the due and punctual  performance  and
observance  of each  covenant  and  condition to be performed or observed by the
Master  Servicer  under this  Servicing  Agreement;  provided  further that each
Rating  Agency's  rating of the Securities in effect  immediately  prior to such
assignment  and  delegation  will not be qualified,  reduced,  or withdrawn as a
result of such  assignment  and  delegation  (as  evidenced  by a letter to such
effect from each Rating  Agency),  if  determined  without  regard to the Credit
Enhancement Instrument;  and provided further that the Owner Trustee receives an
Opinion of Counsel to the effect that such  assignment or  delegation  shall not
cause the Owner Trust to be treated as a corporation for federal or state income
tax purposes.

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<PAGE>




         Section  6.03.  Limitation  on  Liability  of the Master  Servicer  and
Others.  Neither the Master  Servicer  nor any of the  directors  or officers or
employees or agents of the Master  Servicer  shall be under any liability to the
Issuer,,  the Owner Trustee,  the  Administrator,  the Indenture  Trustee or the
Securityholders  for any action taken or for  refraining  from the taking of any
action in good faith pursuant to this Servicing  Agreement,  provided,  however,
that this  provision  shall not protect  the Master  Servicer or any such Person
against any liability  which would otherwise be imposed by reason of its willful
misfeasance,  bad faith or gross  negligen ce in the  performance  of its duties
hereunder or by reason of its reckless  disregard of its obli gations and duties
hereunder.  The Master Servicer and any director or officer or employee or agent
of the Master  Servicer may rely in good faith on any document of any kind prima
facie  properly  executed  and  submitted by any Person  respecting  any matters
arising  hereunder.  The Master Servicer and any director or officer or employee
or agent of the  Master  Servicer  shall be  indemnified  by the Issuer and held
harmless against any loss,  liability or expense incurred in connection with any
legal action relating to this Servicing  Agreement or the Securities,  including
any  amount  paid to the Owner  Trustee or the  Indenture  Trustee  pursuant  to
Section 6.06(b), other than any loss, liability or expense incurred by reason of
its willful misfeasance, bad faith or gross negligence in the performance of its
duties  hereunder or by reason of its reckless  disregard of its obligations and
duties  hereunder.  The Master  Servicer  shall not be under any  obligation  to
appear in,  prosecute or defend any legal action which is not  incidental to its
duties to service the Revolving  Credit Loans in accordance  with this Servicing
Agreement,  and which in its opinion may involve it in any expense or liability;
provided, however, that the Master Servicer may in its sole discretion undertake
any such action  which it may deem  necessary  or  desirable  in respect of this
Servicing  Agreement,  and the  rights and duties of the parti es hereto and the
interests of the  Securityholders.  In such event, the reasonable legal expenses
and  costs  of such  action  and any  liability  resulting  therefrom  shall  be
expenses,  costs and liabilities of the Issuer, and the Master Servicer shall be
entitled to be reimbursed therefor.  The Master Servicer's right to indemnity or
reimbursement  pursuant to this Section 6.03 shall  survive any  resignation  or
termination of the Master Servicer pursuant to Section 6.04 or 7.01 with respect
to any losses,  expenses, costs or liabilities arising prior to such resignation
or termination  (or arising from events that occurred prior to such  resignation
or termination).


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         Section 6.04. Master Servicer Not to Resign.  Subject to the provisions
of Section 6.02, the Master  Servicer shall not resign from the  obligations and
duties hereby imposed on it except (i) upon  determination  that the performance
of  its  obligations  or  duties  hereunder  are  no  longer  permissible  under
applicable law or are in material  conflict by reason of applicable law with any
other activities  carried on by it or its subsidiaries or Affiliates,  the other
activities of the Master Servicer so causing such a conflict being of a type and
nature carried on by the Master  Servicer or its  subsidiaries  or Affiliates at
the date of this Servicing  Agreement or (ii) upon satisfaction of the following
conditions:  (a) the Master  Servicer has  proposed a successor  servicer to the
Issuer and the Indenture Trustee in writing and such proposed successor servicer
is  reasonably  acceptable to the Issuer,  the Indenture  Trustee and the Credit
Enhancer;  (b) each Rating  Agency shall have  delivered a letter to the Issuer,
the Credit  Enhancer and the Indenture  Trustee prior to the  appointment of the
successor  servicer  stating that the  proposed  appointment  of such  successor
servicer  as Master  Servicer  hereunder  will not  result in the  reduction  or
withdrawal of the then current rating of the Securities,  if determined  without
regard to the Credit  Enhancement  Instrument;  and (c) such proposed  successor
servicer is  reasonably  acceptable  to the Credit  Enhancer,  as evidenced by a
letter to the Issuer and the Indenture Trustee; provided,  however, that no such
resignation by the Master  Servicer shall become  effective until such successor
servicer or, in the case of (i) above, the Indenture Trustee,  as pledgee of the
Revolving   Credit   Loans,   shall   have   assumed   the   Master   Servicer's
responsibilities and obligations  hereunder or the Indenture Trustee, as pledgee
of the Revolving  Credit Loans,  shall have  designated a successor  servicer in
accordance with Section 8.02. Any such resignation  shall not relieve the Master
Servicer of responsibility for any of the obligations specified in Sections 7.01
and 7.02 as  obligations  that survive the  resignation  or  termination  of the
Master Servicer. Any such determination permitting the resignation of the Master
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to
the Indenture Trustee and the Credit Enhancer.

         Section 6.05. Delegation of Duties. In the ordinary course of business,
the Master Servicer at any time may delegate any of its duties  hereunder to any
Person,  including any of its  Affiliates,  who agrees to conduct such duties in
accordance  with  standards  comparable to those with which the Master  Servicer
complies pursuant to Section 3.01. Such delegation shall

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not relieve the Master  Servicer of its liabilities  and  responsibilities  with
respect to such duties and shall not constitute a resignation within the meaning
of Section 6.04.

         Section 6.06.  Payment of Indenture  Trustee's and Owner Trustee's Fees
and Expense s; Indemnification.  (a) After the Closing Date, the Master Servicer
covenants and agrees to pay to the Owner Trustee,  the Indenture Trustee and any
co-trustee of the Indenture  Trustee or the Owner Trustee from time to time, and
the Owner  Trustee,  the  Indenture  Trustee  and any such  co-trustee  shall be
entitled  to,  reasonable  compensation  (which  shall  not  be  limited  by any
provision of law in regard to the compensation of a trustee of an express trust)
for all services rendered by each of them in the execution of the trusts created
under the Trust  Agreement and the Indenture and in the exercise and performance
of any of the powers and duties under the Trust  Agreement or the Indenture,  as
the case may be, of the Owner Trustee, the Indenture Trustee and any co-trustee,
and the Master  Servicer will pay or reimburse  the  Indenture  Trus tee and any
co-trustee upon request for all reasonable expenses,  disbursements and advances
incurred or made by the Indenture  Trustee or any co-trustee in accordance  with
any of the  provisions  of this  Servicing  Agreement  except any such  expense,
disbursement or advance as may arise from its negligence,  wilful misfeasance or
bad faith.

         (b) The Master  Servicer and the  Administrator  agree to indemnify the
Indenture Trus tee and the Owner Trustee for, and to hold the Indenture  Trustee
and the Owner Trustee, as the case may be, harmless against, any loss, liability
or expense incurred without  negligence,  bad faith or willful misconduct on the
part of the Indenture Trustee or the Owner Trustee,  as the case may be, arising
out of, or in connection with, the acceptance and  administration  of the Issuer
and the assets thereof,  including the costs and expenses (including  reasonable
legal  fees and  expenses)  of  defending  the  Indenture  Trustee  or the Owner
Trustee,  as the case may be, against any claim in connection  with the exercise
or  performance  of any of its powers or duti es under any Basic  Document (with
respect to the Administrator such  indemnification  shall be strictly limited to
the extent  such loss,  liability  or expense is  incurred  in  connection  with
calculations  performed or information  provided by the Administrator  solely in
respect to the Payment Account), provided that:


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                         (i) with  respect  to any  such  claim,  the  Indenture
         Trustee  or Owner  Trustee,  as the case may be,  shall  have given the
         Master  Servicer  or the  Administrator,  as the case  may be,  written
         notice thereof promptly after the Indenture  Trustee or Ow ner Trustee,
         as the case may be, shall have actual knowledge thereof;

                        (ii) while maintaining control over its own defense, the
         Issuer,  the Indenture  Trustee or Owner  Trustee,  as the case may be,
         shall cooperate and consult fully with the Master Servicer in preparing
         such defense; and

                       (iii)   notwithstanding   anything   in  this   Servicing
         Agreement to the contrary, the Master Servicer or the Administrator, as
         the case may be, shall not be liable for settlement of any claim by the
         Indenture  Trustee or the Owner  Trustee,  as the case may be,  entered
         into  without  the  prior  consent  of  the  Master   Servicer  or  the
         Administrator, as the case may be.

No termination of this Servicing  Agreement shall affect the obligations created
by this Section 6.06 of the Master  Servicer or the  Administrator,  as the case
may be, to  indemnify  the  Indenture  Trustee and the Owner  Trustee  under the
conditions and to the extent set forth herein.

         Notwithstanding  the  foregoing,  the  indemnification  provided by the
Master  Servicer  or the  Administrator,  as the  case may be,  in this  Section
6.06(b)  shall not pertain to any loss,  liability  or expense of the  Indenture
Trustee or the Owner  Trustee,  including  the costs and  expenses of  defending
itself against any claim,  incurred in connection  with any actions taken by the
Indenture  Trustee or the Owner Trustee at the direction of the  Noteholders  or
Certificateholders,  as the case may be, pursuant to the terms of this Servicing
Agreement.

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<PAGE>



                                     ARTICLE
                                       VII

                                The Administrator

         Section 7.01.  Liability of the Administrator.  The Administrator shall
be  liable  in  accordance  herewith  only  to the  extent  of  the  obligations
specifically imposed upon and undertaken by the Administrator herein.

         Section  7.02.  Merger  or  Consolidation  of,  or  Assumption  of  the
Obligations of, the Administrator.  Any corporation into which the Administrator
may be  merged  or  converted  or  with  which  it may be  consolidated,  or any
corporation resulting from any merger,  conversion or consolidation to which the
Administrator shall be a party, or any corporation succeeding to the business of
the  Administrator,  shall be the  successor  of the  Administrator,  hereunder,
without the  execution  or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

         Section 7.03.  Limitation on Liability of the Administrator and Others.
Neither the  Administrator  nor any of the directors or officers or employees or
agents of the  Administrator  shall be under any  liability  to the  Trust,  the
Issuer,  the Owner Trustee,  the Master Servicer,  the Indenture  Trustee or the
Securityholders  for any action taken or for  refraining  from the taking of any
action in good faith pursuant to this Servicing  Agreement,  provided,  however,
that this  provision  shall not  protect  the  Administrator  or any such Person
against any liability  which would otherwise be imposed by reason of its willful
misfeasance,  bad faith or gross  negligen ce in the  performance  of its duties
hereunder or by reason of its reckless  disregard of its obli gations and duties
hereunder. The Administrator and any director or officer or employee or agent of
the Administrator may rely in good faith on any document of any kind prima facie
properly  executed and submitted by any Person  respecting  any matters  arising
hereunder. The Administrator and any director or officer or employee or agent of
the  Administrator  shall be indemnified by the Trust and held harmless  against
any loss,  liability  or expense  incurred in  connection  with any legal action
relating to this  Servicing  Agreement or the  Securities,  other than any loss,
liability or expense incurred by reason of its willful misfeasance, bad faith or

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gross  negligence in the performance of its duties hereunder or by reason of its
reckless  disregard of its obligations and duties  hereunder.  The Administrator
shall not be under any  obligation  to appear in,  prosecute or defend any legal
action which is not  incidental  to its duties to service the  Revolving  Credit
Loans in accordance with this Servicing Agreement,  and which in its opinion may
involve  it  in  any  expense  or  liability;   provided,   however,   that  the
Administrator may in its sole discretion  undertake any such action which it may
deem  necessary  or desirable in respect of this  Servicing  Agreement,  and the
rights  and  duties  of  the   parties   hereto   and  the   interests   of  the
Securityholders.  In such event, the reasonable legal expenses and costs of such
action  and any  liability  resulting  therefrom  shall be  expenses,  costs and
liabilities  of the  Trust,  and  the  Administrator  shall  be  entitled  to be
reimbursed  therefor.  The  Administrator's  right to indemnity or reimbursement
pursuant to this Section 7.03 shall survive any  resignation  or  termination of
the  Administrator  pursuant to Section 7.04 or 7.01 with respect to any losses,
expenses,  costs or liabilities arising prior to such resignation or termination
(or arising from events that occurred prior to such resignation or termination).

         Section 7.04. Administrator Not to Resign. Subject to the provisions of
Section 7.02, the Administrator shall not resign from the obligations and duties
hereby imposed on it except (i) upon  determination  that the performance of its
obligations or duties hereunder are no long er permissible  under applicable law
or are in  material  conflict  by  reason  of  applicable  law  with  any  other
activities  carried  on by it or  its  subsidiaries  or  Affiliates,  the  other
activities of the  Administrator  so causing such a conflict being of a type and
nature carried on by the  Administrator or its subsidiaries or Affiliates at the
date of this  Servicing  Agreement or (ii) upon  satisfaction  of the  following
conditions:  (a) the Administrator has proposed a successor administrator to the
Indenture  Trustee in  writing  and such  proposed  successor  administrator  is
reasonably acceptable to the Indenture Trustee and the Credit Enhancer; (b) each
Rating Age ncy shall have  delivered  a letter to the  Credit  Enhancer  and the
Indenture  Trustee  prior  to the  appointment  of the  successor  administrator
stating  that  the  proposed  appointment  of such  successor  administrator  as
Administrator  hereunder  will not result in the reduction or withdra wal of the
then current  rating of the  Securities,  if  determined  without  regard to the
Credit Enhancement Instrument;  and (c) such proposed successor administrator is
reasonably  acceptable to the Credit  Enhancer,  as evidenced by a letter to the
Indenture Trustee.


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     Section 7.05.  Initial  Payment of Indenture  Trustee's and Owner Trustee's
Fees and Expenses.  On the Closing Date, the Administrator  will pay the initial
costs and expenses of the Indenture Trustee and the Owner Trustee.
         Section 7.06. Administrator Undertakings with Respect to the Trust. The
Administrator hereby undertakes to (i) prepare and deliver to each Member of the
Trust,  within ninety (90) days after the  expiration of each Fiscal Year of the
Trust all information  returns required by the Code and information with respect
to the Trust  necessary for the  preparation of the members'  federal income tax
returns  (ii)  prepare all income tax returns of the Trust in all  jurisdictions
where in its  judgment  such filings are required or where it is directed by the
Trust to file such  income tax  returns and (iii)  deliver  such  returns to the
Owner  Trustee  not less than one week  prior to their due date in order for the
Owner  Trustee to sign and timely  file such  income tax  returns.  Pursuant  to
Treasury  Regulation ss.  301.7701-2(c)(2)  the Administrator does not intend to
file any income tax returns of the Trust as long as the Trust has a single owner
of the Certificates.

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<PAGE>



                                  ARTICLE VIII

                                     Default

     Section  8.01.  Servicing  Default.  If any  one of  the  following  events
("Servicing Default") shall occur and be continuing:
                         (i) Any  failure by the Master  Servicer  to deposit in
         the  Custodial  Account or Payment  Account any deposit  required to be
         made  under  the  terms of this  Servicing  Agreement  which  continues
         unremedied for a period of five Business Days after the date upon which
         written  notice of such  failure  shall  have been  given to the Master
         Servicer  by the  Issuer or the  Indenture  Trustee,  or to the  Master
         Servicer,  the Issuer and the Indenture Trustee by the Credit Enhancer;
         or

                        (ii) Failure on the part of the Master  Servicer duly to
         observe or perform  in any  material  respect  any other  covenants  or
         agreements  of the Master  Servicer set forth in the  Securities  or in
         this Servicing Agreement,  which failure, in each case,  materially and
         adversely  affects  the  interests  of  Securityholders  or the  Credit
         Enhancer and which  continues  unremedied for a period of 45 days after
         the date on which written notice of such failure, requiring the same to
         be  remedied,  and  stating  that such  notice is a "Notice of Default"
         hereunder,  shall have been given to the Master  Servicer by the Issuer
         or the Indenture Trustee, or to the Master Servicer, the Issuer and the
         Indenture Trustee by the Credit Enhancer; or

                       (iii) The entry  against the Master  Servicer of a decree
         or  order  by  a  court  or  agency  or  supervisory  authority  having
         jurisdiction  in  the  premises  for  the  appointment  of  a  trustee,
         conservator,   receiver  or  liquidator  in  any   insolvency,   conser
         vatorship,  receivership,  readjustment of debt,  marshalling of assets
         and  liabilities  or  similar  proceedings,  or for the  winding  up or
         liquidation of its affairs,  and the  continuance of any such decree or
         order unstayed and in effect for a period of 60 consecutive days; or


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                        (iv)  The  Master  Servicer  shall  voluntarily  go into
         liquidation,  consent to the  appointment of a  conservator,  receiver,
         liquidator or similar person in any  insolvency,  readjustment of debt,
         marshalling  of assets and  liabilities  or similar  proceedings  of or
         relating  to  the  Master   Servicer  or  of  or  relating  to  all  or
         substantially  all of its  property,  or a decree  or order of a court,
         agency or supervisory authority having jurisdiction in the premises for
         the  appointment  of a  conservator,  receiver,  liquidator  or similar
         person in any insolvency,  readjustment of debt,  marshalling of assets
         and  liabilities  or  similar  proceedings,  or for the  winding-up  or
         liquidation of its affairs,  shall have been entered against the Master
         Servicer  and  such  decree  or  order  shall  have  remained  in force
         undischarged,  unbonded  or  unstayed  for a period of 60 days;  or the
         Master  Servicer  shall admit in writing its inability to pay its debts
         generally as they become due, file a petition to take  advantage of any
         applicable insolvency or reorganization statute, make an assignment for
         the benefit of its  creditors or  voluntaril  y suspend  payment of its
         obligations,  then,  and in every  such  case,  so long as a  Servicing
         Default shall not have been remedied by the Master Servicer, either the
         Issuer  or the  Indenture  Trustee,  with  the  consent  of the  Credit
         Enhancer,  or the Credit  Enhancer,  by notice then given in writing to
         the Master  Servicer  (and to the Issuer and the  Indenture  Trustee if
         given by the  Credit  Enhancer)  may  terminate  all of the  rights and
         obligations  of the Master  Servicer as servicer  under this  Servicing
         Agreement other than its right to receive  servicing  compensation  and
         expenses for servicing the Revolving  Credit Loans hereunder during any
         period  prior to the date of such  termination  and the  Issuer  or the
         Indenture  Trustee,  with the  consent of the Credit  Enhancer,  or the
         Credit  Enhancer may exercise any and all other  remedies  available at
         law or equity.  Any such  notice to the Master  Servicer  shall also be
         given to each Rating Agency,  the Credit Enhancer and the Issuer. On or
         after the receipt by the Master  Servicer of such written  notice,  all
         authority  and  power  of the  Master  Servicer  under  this  Servicing
         Agreement,  whether with  respect to the  Securities  or the  Revolving
         Credit Loans or otherwise, shall pass to and be vested in the Indenture
         Trustee as pledgee of the Revolving Credit Loans, pursuant to and under
         this Section 8.01; and, without  limitation,  the Indenture  Trustee is
         hereby  authorized  and empowered to execute and deliver,  on behalf of
         the Master  Servicer,  as  attorney-in-fact  or otherwise,  any and all
         documents and other instruments, and to do or accomplish all other acts
         or things necessary or appropriate to effect the

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<PAGE>



         purposes  of such  notice  of  termination,  whether  to  complete  the
         transfer  and  endorsement  of each  Revolving  Credit Loan and related
         documents,  or otherwise.  The Master Servicer agrees to cooperate with
         the   Indenture   Trustee  in   effecting   the   termination   of  the
         responsibilities   and  rights  of  the  Master   Servicer   hereunder,
         including,  without  limitation,  the transfer to the Indenture Trustee
         for  the  administration  by it of all  cash  amounts  relating  to the
         Revolving  Credit  Loans  that  shall at the time be held by the Master
         Servicer and to be deposited by it in the  Custodial  Account,  or that
         have been deposited by the Master Servicer in the Custodial  Account or
         thereafter  received  by  the  Master  Servicer  with  respect  to  the
         Revolving Credit Loans.  All reasonable costs and expenses  (including,
         but not limited  to,  attorneys'  fees)  incurred  in  connection  with
         amending this Servicing  Agreement to reflect such succession as Master
         Servicer pursuant to this Section 8.01 shall be paid by the predecessor
         Master Servicer (or if the predecessor Master Servicer is the Indenture
         Trustee,  the initial Master Servicer) upon  presentation of reasonable
         documentation of such costs and expenses.

         Notwithstanding  any  termination  of  the  activities  of  the  Master
Servicer hereunder, the Master Servicer shall be entitled to receive, out of any
late  collection of a payment on a Revolving  Credit Loan which was due prior to
the notice  terminating the Master Servicer's  rights and obligations  hereunder
and received after such notice, that portion to which the Mas ter Servicer would
have been  entitled  pursuant  to  Sections  3.03 and 3.09 as well as its Master
Servicing Fee in respect  thereof,  and any other amounts  payable to the Master
Servicer  hereunder the  entitlement to which arose prior to the  termination of
its activities hereunder.

         Notwithstanding  the  foregoing,  a delay in or failure of  performance
under  Section 8.0 1(i) or under Section  8.01(ii)  after the  applicable  grace
periods specified in such Sections,  shall not constitute a Servicing Default 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 the public enemy, acts of declared or undeclared war, public disorder,
rebellion or  sabotage,  epidemics,  landslides,  lightning,  fire,  hurricanes,
earthquakes,  floods or similar causes. The preceding sentence shall not relieve
the Master  Servicer  from using  reasonable  efforts to perform its  respective
obligations  in a timely manner in accordance  with the terms of this  Servicing
Agreement  and the Master  Servicer  shall provide the  Indenture  Trustee,  the
Credit

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<PAGE>



Enhancer  and the  Securityholders  with notice of such  failure or delay by it,
together with a description  of its efforts to so perform its  obligations.  The
Master  Servicer  shall  immediately  notify the Indenture  Trustee,  the Credit
Enhancer and the Owner Trustee in writing of any Servicing Default.

         Section 8.02. Indenture Trustee to Act;  Appointment of Successor.  (a)
On and after  the time the  Master  Servicer  receives  a notice of  termination
pursuant  to  Section  8.01 or sends a notice  pursuant  to  Section  6.04,  the
Indenture  Trustee  as  pledgee  of the  Revolving  Credit  Loans  shall  be the
successor  in all  respects to the Master  Servicer in its  capacity as servicer
under this Servicing  Agreement and the  transactions  set forth or provided for
herein and shall be subject to all the responsibilities,  duties and liabilities
relating  thereto  placed on the  Master  Servicer  by the terms and  provisions
hereof.  Nothing in this Servicing  Agreement or in the Trust Agreement shall be
construed  to permit or require  the  Indenture  Trustee  to (i)  succeed to the
responsibilities,  duties and  liabilities of the initial Master Servicer in its
capacity as Designated Seller under the Designated Seller's  Agreement,  (ii) be
responsible or accountable  for any act or omission of the Master Servicer prior
to the issuance of a notice of termination hereunder,  (iii) require or obligate
the  Indenture  Trustee,  in its  capacity  as  successor  Master  Servicer,  to
purchase,  repurchase or substitute  any  Revolving  Credit Loan,  (iv) fund any
Additional  Balances  with respect to any  Revolving  Credit Loan,  (v) fund any
losses on any Permitted  Investment  directed by any other Master  Servicer,  or
(vi) be  responsible  for  the  representations  and  warranties  of the  Master
Servicer. As compensation  therefor,  the Indenture Trustee shall be entitled to
such  compensation  as the Master Servicer would have been entitled to hereunder
if no such notice of termination had been given.  Notwithstanding the above, (i)
if the Indenture  Trustee is unwilling to act as successor Master  Servicer,  or
(ii) if the Indenture Trustee is legally unable so to act, the Indenture Trustee
as pledgee of the  Revolving  Credit  Loans may (in the  situation  described in
clause (i)) or shall (in the  situation  described  in clause  (ii))  appoint or
petition a court of competent  jurisdiction to appoint any  established  housing
and home finance  institution,  bank or other  mortgage loan or home equity loan
servicer having a net worth of not less than $10,000,000 as the successor to the
Master  Servicer  hereunder  in  the  assumption  of  all  or  any  part  of the
responsibilities,  duties  or  liabilities  of the  Master  Servicer  hereunder;
provided  that any such  successor  Master  Servicer  shall be acceptable to the
Credit  Enhancer,  as evidenced by the Credit  Enhancer's  prior written consent
which consent shall not be unreasonably withheld

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                                                        42

<PAGE>



and provided  further that the appointment of any such successor Master Servicer
will not result in the  qualification,  reduction or  withdrawal  of the ratings
assigned to the Securities by the Rating Agencies,  if determined without regard
to the Credit Enhancement Instrument.  Pending appointment of a successor to the
Master  Servicer  hereunder,  unless the Indenture  Trustee is prohibited by law
from so acting,  the Indenture Trustee shall act in such capacity as hereinabove
provided.  In connection with such  appointment  and  assumption,  the successor
shall be entitled to receive  compensation  out of payments on Revolving  Credit
Loans in an amount equal to the  compensation  which the Master  Servicer  would
otherwise have received pursuant to Section 3.09 (or such lesser compensation as
the Indenture  Trustee and such  successor  shall agree).  The  appointment of a
successor  Master  Servicer  shall not affect any  liability of the  predecessor
Master  Servicer which may have arisen under this Servicing  Agreement  prior to
its  termination  as  Master  Servicer  (including,   without  limitation,   the
obligation to purchase  Revolving  Credit Loans pursuant to Section 3.01, to pay
any  deductible  under  an  insurance  policy  pursuant  to  Section  3.04 or to
indemnify  the  Indenture  Trustee  pursuant  to  Section  6.06),  nor shall any
successor Master Servicer be liable for any acts or omissions of the predecessor
Master  Servicer  or for  any  breach  by  such  Master  Servicer  of any of its
representations  or warranties  contained  herein or in any related  document or
agreement.  The  Indenture  Trustee and such  successor  shall take such action,
consistent  with this Servicing  Agreement,  as shall be necessary to effectuate
any such succession.

         (b) Any  successor,  including  the  Indenture  Trustee,  to the Master
Servicer  as  servicer  shall  during the term of its  service as  servicer  (i)
continue to service and administer the Revolving Credit Loans for the benefit of
the  Securityholders,  (ii)  maintain in force a policy or policies of insurance
covering  errors and omissions in the  performance of its  obligations as Master
Servicer hereunder and a fidelity bond in respect of its officers, employees and
agents to the same  extent as the Master  Servicer  is so  required  pursuant to
Section 3.13 and (iii) be bound by the terms of the Insurance Agreement.

         (c) Any successor  Master  Servicer,  including the Indenture  Trustee,
shall not be deemed in default or to have  breached its duties  hereunder if the
predecessor  Master  Servicer shall fail to deliver any required  deposit to the
Custodial Account or otherwise cooperate with any required servicing transfer or
succession hereunder.

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                                                        43

<PAGE>




         Section 8.03. Notification to Securityholders.  Upon any termination of
or  appointment of a successor to the Master  Servicer  pursuant to this Article
VIII or Section 6.04,  the Indenture  Trustee shall give prompt  written  notice
thereof  to  the  Securityholders,   the  Credit  Enhancer,   the  Issuer,,  the
Administrator and each Rating Agency.

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                                                        44

<PAGE>



                                   ARTICLE IX

                            Miscellaneous Provisions

         Section 9.01  Amendment.  This Servicing  Agreement may be amended from
time to time by the parties  hereto,  provided that any amendment be accompanied
by a letter from the Rating  Agencies that the amendment  will not result in the
downgrading  or  withdrawal of the rating then  assigned to the  Securities,  if
determined without regard to the Credit Enhancement Instrument,  and the consent
of the Credit Enhancer and the Indenture Trustee.

         SECTION 9.02 GOVERNING LAW. THIS SERVICING AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS
AND REMEDIES OF THE PARTIES  HEREUNDER  SHALL BE DETERMINED  IN ACCORDANCE  WITH
SUCH LAWS.

         Section 9.03 Notices. All demands, notices and communications hereunder
shall be in writing  and shall be deemed to have been duly  given if  personally
delivered at or mailed by certified mail,  return receipt  requested,  to (a) in
the case of the Master Servicer,  100 Witmer Road, Horsham,  Pennsylvania 19044,
Attention: Anthony Renzi, (b) in the case of the Administrator,  8400 Normandale
Lake Boulevard,  Suite 700, Minneapolis,  Minnesota 55437,  Attention:  Managing
Director  - Mortgage  Finance,  (c) in the case of the  Credit  Enhancer,  Ambac
Assurance  Corporation,  One State Street Plaza,  17th Floor, New York, New York
10004:  Attention Howard Pfeffer, (d) in the case of Moody's, Home Mortgage Loan
Monitoring Group, 4th Floor, 99 Church Street,  New York, New York 10001, (e) in
the case of  Standard & Poor's,  26  Broadway,  15th Floor,  New York,  New York
10004,  Attention:  Residential Mortgage  Surveillance Group, (f) in the case of
the Owner Trustee,  Wilmington  Trust Company,  Rodney Square North,  1100 North
Market  Street,  Wilmington,  Delaware  19890-0001,  and (g) in the  case of the
Issuer,  to Home Equity Loan Trust  1997-GMACM4,  c/o Owner Trustee,  Wilmington
Trust  Company,  Rodney  Square  North,  1100 North Market  Street,  Wilmington,
Delaware  19890-0001,  and (h) in the case of the Indenture  Trustee,  The Chase
Manhattan  Bank,  450 West  33rd  Street,  10th  Floor,  New  York,  NY,  10001,
Attention: Global Trust Services, or, as to each party, at such other address as
shall be designated by such party in a written notice

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                                                        45

<PAGE>



to each  other  party.  Any  notice  required  or  permitted  to be  mailed to a
Securityholder  shall be given by first  class  mail,  postage  prepaid,  at the
address of such  Securityholder  as shown in the Register.  Any notice so mailed
within the time  prescribed in this Servicing  Agreement  shall be  conclusively
presumed to have been duly  given,  whether or not the  Securityholder  receives
such notice.  Any notice or other document required to be delivered or mailed by
the  Indenture  Trustee  to any  Rating  Agency  shall be given on a  reasonable
efforts  basis  and only as a  matter  of  courtesy  and  accommodation  and the
Indenture Trustee shall have no liability for failure to delivery such notice or
document to any Rating Agency.

         Section  9.04  Severability  of  Provisions.  If any one or more of the
covenants, agreements,  provisions or terms of this Servicing Agreement shall be
for any  reason  whatsoe  ver held  invalid,  then such  covenants,  agreements,
provisions  or terms shall be deemed  severable  from the  remaining  covenants,
agreements,  provisions or terms of this Servicing Agreement and shall in no way
affect the validity or  enforceability of the other provisions of this Servicing
Agreement or of the Securities or the rights of the Securityholders thereof.

         Section 9.05 Third-Party  Beneficiaries.  This Servicing Agreement will
inure  to  the  benefit  of  and  be  binding  upon  the  parties  hereto,   the
Securityholders,  the Credit  Enhancer,  the Owner Trustee and their  respective
successors and permitted assigns. Except as otherwise provided in this Servicing
Agreement, no other Person will have any right or obligation hereund er.

         Section  9.06  Counterparts.  This  instrument  may be  executed in any
number  of  counterparts,  each of which so  executed  shall be  deemed to be an
original,  but all such counterparts  shall together  constitute but one and the
same instrument.

         Section 9.07 Effect of Headings and Table of Contents.  The Article and
Section  headings herein and the Table of Contents are for convenience  only and
shall not affect the construction hereof.

     Section  9.08   Termination   Upon  Purchase  by  the  Master  Servicer  or
Liquidation  of  All  Revolving  Credit  Loans;  Partial  Redemption.   (a)  The
respective obligations and responsibilities
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                                                        46

<PAGE>



of the Master  Servicer,  the Issuer and the Indenture  Trustee  created  hereby
shall terminate upon the last action required to be taken by the Issuer pursuant
to the Trust  Agreement and by the Indenture  Trustee  pursuant to the Indenture
following the earlier of:

     (i) the  date on or  before  which  the  Indenture  or Trust  Agreement  is
terminated, or
             (ii) the  purchase  by the Master  Servicer  from the Issuer of all
         Revolving  Credit  Loans and all  property  acquired  in respect of any
         Revolving  Credit  Loan at a price  eq ual to 100% of the  unpaid  Loan
         Balance of each Revolving Credit Loan, plus accrued and unpaid interest
         thereon at the Weighted  Average Net Loan Rate up to the day  preceding
         the  Payment  Date on  which  such  amounts  are to be  distributed  to
         Securityholders,  plus any amounts due and owing to the Credit Enhancer
         under the Insurance Agreement (any unpaid Master Servicing Fee shall be
         deemed paid at such time).

The right of the Master  Servicer to purchase the assets of the Issuer  pursuant
to clause (ii) above is conditioned  upon the Pool Balance as of such date being
less than ten percent of the  aggregate of the Cut-off Date Loan Balances of the
Revolving Credit Loans. If such right is exercised by the Master  Servicer,  the
Master  Servicer  shall  deposit the amount  calculated  pursuant to clause (ii)
above with the Indenture  Trustee pursuant to Section 4.10 of the Indenture and,
upon the receipt of such  deposit,  the  Indenture  Trustee or  Custodian  shall
release to the Master  Servicer,  the files  pertaining to the Revolving  Credit
Loans being purchased.

         (b) Subject to the provisions of clause (c) below,  the Master Servicer
has the right to  purchase a portion  of the assets of the Issuer  upon the Pool
Balance  as of such date being less than ten  percent  of the  aggregate  of the
Cut-off Date Loan Balances of the Revolving Credit Loans at a price equal to the
greater of (a) 100% of the unpaid Loan Balance of each Revolvi ng Credit Loan so
purchased,  plus accrued and unpaid interest thereon at the Weighted Average Net
Loan Rate up to the day  preceding the Payment Date on which such amounts are to
be distributed to Securityholders,  plus any amounts due and owing to the Credit
Enhancer under the Insurance Agreement (any unpaid Master Servicing Fee shall be
deemed paid at such time)

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                                                        47

<PAGE>



and (b) the fair market value of the Revolving Credit Loans as determined by two
bids from competitive participants in the adjustable home equity loan market. If
such right is  exercised  by the Master  Servicer,  the  Master  Servicer  shall
deposit  the amount  calculated  above with the  Indenture  Trustee  pursuant to
Section  5.02 of the  Indenture  and,  upon the  receipt  of such  deposit,  the
Indenture  Trustee or Custodian shall release to the Master Servicer,  the files
pertaining to the Revolving Credit Loans being purchased.

         (c) With respect to any purchase of a portion of the  Revolving  Credit
Loans by the Master  Servicer  pursuant to subsection  (b) above,  the following
conditions  must be satisfied:  (i) the Master  Servicer shall have delivered to
the Indenture Trustee and the Credit Enhancer a loan schedule  containing a list
of all Revolving  Credit Loans remaining in the Issuer after such removal;  (ii)
the Master  Servicer  shall  represent and warrant that no selection  procedures
adverse to the interests of the Securityholders or the Credit Enhancer were used
by the Master Servicer in selecting such Revolving  Credit Loans; and (iii) each
Rating Agency shall have notified the Master Servicer that such retransfer would
not result in a reduction or  withdrawal  of the ratings of the  Securities,  if
determined  without regard to the Credit  Enhancement  Instrument.  In lieu of a
cash payment, if an Amortization Event had previously occurred, all or a portion
of such purchase  price by the Master  Servicer may be in the form of Additional
Balances on other Revolving Credit Loans not previously conveyed to the Issuer.

         (d) The Master Servicer,  at its expense,  shall prepare and deliver to
the Indenture Trustee for execution,  at the time the Revolving Credit Loans are
to be released to the Master Servicer, appropriate documents assigning each such
Revolving  Credit  Loan from the  Indenture  Trustee or the Issuer to the Master
Servicer or the appropriate party.

         Section 9.09 Certain Matters Affecting the Indenture  Trustee.  For all
purposes of this Servicing Agreement, in the performance of any of its duties or
in the exercise of any of its powers  hereunder,  the Indenture Trustee shall be
subject to and entitled to the benefits of Article VI of the Indenture.

     Section 9.10 Owner Trustee Not Liable for Related  Documents.  The recitals
contained  herein shall be taken as the  statements  of the  Depositor,  and the
Owner Trustee assumes no
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                                                        48

<PAGE>



responsibility  for  the  correctness   thereof.  The  Owner  Trustee  makes  no
representations  as to the validity or sufficiency of this Servicing  Agreement,
of any Basic Document or of the  Certificates  (other than the signatures of the
Owner Trustee on the  Certificates)  or the Notes, or of any Related  Documents.
The Owner Trustee  shall at no time have any  responsibility  or liability  with
respect to the  sufficiency of the Owner Trust Estate or its ability to generate
the payments to be distributed to  Certificateholders  under the Trust Agreement
or the  Noteholders  under  the  Indenture,  including,  the  compliance  by the
Depositor  or the  Designated  Seller with any warranty or  representation  made
under any Basic Document or in any related  document or the accuracy of any such
warranty or  representation,  or any action of the Certificate Paying Agent, the
Certificate  Registrar or the  Indenture  Trustee taken in the name of the Owner
Trustee.

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                                                        49

<PAGE>



         IN  WITNESS  WHEREOF,  the  Master  Servicer,  the  Administrator,  the
Indenture Trustee and the Issuer have caused this Servicing Agreement to be duly
executed by their respective  officers or representatives  all as of the day and
year first above written.

                                       GMAC MORTGAGE CORPORATION,
                                         as Master Servicer


                                       By:
                        Name:
                                       Title: Director


                                       RESIDENTIAL FUNDING CORPORATION, as
       Administrator


                        By:
         Name:
        Title:


                        HOME EQUITY LOAN TRUST 1997-GMACM4
      , as Issuer
                        By:      Wilmington Trust Company, not in its
                                 individual capacity but solely as Owner
                                 Trustee


                        By:
         Name:
                        Title:Vice President


                        THE CHASE MANHATTAN BANK, as Indenture
        Trustee


                        By:
         Name:
                                     Title:Vice President

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<PAGE>



                                    EXHIBIT A
                         REVOLVING CREDIT LOAN SCHEDULE



                           TO BE PROVIDED UPON REQUEST

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<PAGE>



                                    EXHIBIT B
                            LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PREMISES:

That The Chase Manhattan Bank, as Indenture  Trustee (the "Indenture  Trustee"),
under the Indenture  among Home Equity Loan Trust  1997-GMACM4 and the Indenture
Trustee, a nati onal banking  association  organized and existing under the laws
of the United States of America,  and having its principal office located at 450
West 33rd  Street in the City of New York in the State of New York,  hath  made,
constituted  and  appointed,  and does by these  presents  make,  constitute and
appoint GMAC Mortgage  Corporation,  a corporation  organized and existing under
the  laws  of  the   Commonwealth   of   Pennsylvania,   its  true  and   lawful
Attorney-in-Fact,  with full power and authority to sign, execute,  acknowledge,
deliver, file for record, and record any instrument on its behalf and to perform
such  other  act or acts as may be  customarily  and  reasonably  necessary  and
appropriate to effectuate the following  enumerated  transactions  in respect of
any of the  mortgages  or deeds of trust  (the  "Mortgages"  and the  "Deeds  of
Trust", respectively) creating a trust or second lien or an estate in fee simple
interest in real property  securing a Revolving Credit Loan and promissory notes
secured  thereby (the "Mortgage  Notes") for which the  undersigned is acting as
Indenture Trustee for various Securityholders  (whether the undersigned is named
therein  as  mortgagee  or  beneficiary  or has  become  mortgagee  by virtue of
endorsement  of the Mortgage Note secured by any such Mortgage or Deed of Trust)
and for which  GMAC  Mortgage  Corporation  is acting  as  master  servicer  and
Residential  Funding  Corporation  as  administrator  pursuant  to  a  Servicing
Agreement, dated as of August 1, 1997 (the "Servicing Agreement").

This appointment shall apply to the following enumerated transactions only:

1.       The modification or re-recording of a Mortgage or Deed of Trust,  where
         said  modification or re-recording is for the purpose of correcting the
         Mortgage or Deed of Trust to conform same to the original intent of the
         parties thereto or to correct title errors  discovered after such title
         insurance was issued and said  modification or re-recording,  in either
         instance, does not adversely affect the lien of the Mortgage or Deed of
         Trust as insured.

2.       The  subordination  of the  lien of a  Mortgage  or Deed of Trust to an
         easement in favor of a public utility company or a government agency or
         unit with powers of eminent domain; this section shall include, without
         limitation,  the execution of partial  satisfactions/releases,  partial
         reconveyances  or the  execution of requests to trustees to  accomplish
         same.

3.       With  respect  to a Mortgage  or Deed of Trust,  the  foreclosure,  the
         taking of a deed in lieu of foreclosure,  or the completion of judicial
         or non-judicial foreclosure or termination,  cancellation or rescission
         of any such foreclosure,  including, without limitation, any and all of
         the following acts:

     a.  The  substitution  of  trustee(s)  serving  under a Deed of  Trust,  in
accordance wit h state law and the Deed of Trust;
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<PAGE>




b. Statements of breach or non-performance;

c. Notices of default;

d. Cancellations/rescissions of notices of default and/or notices of sale;

e. The taking of a deed in lieu of foreclosure; and

f. Such other documents and actions as may be necessary under the terms of the
   Mortgage, Deed of Trust or state law to expeditiously complete said
 transactio
            ns.

4. The  conveyance  of the  properties  to the  mortgage  insurer,  or the
   closing of the title to the  property  to be  acquired  as real  estate
   owned, or conveyance of title to real estate owned.

5. The completion of loan assumption agreements.

6. The full  satisfaction/release  of a Mortgage  or Deed of Trust or full
   reconveyance  upo n payment and discharge of all sums secured  thereby,
   including,  without  limitation,  cancellation of the related  Mortgage
   Note.

7. The  assignment  of any  Mortgage  or Deed  of  Trust  and the  related
   Mortgage  Note,  in  connection  with the  repurchase  of the Revolving
   Credit Loan secured and evidenced thereby.

8. The full  assignment  of a Mortgage  or Deed of Trust upon  payment and
   discharge  of  all  sums  secured  thereby  in  conjunction   with  the
   refinancing thereof, including,  without limitation, the endorsement of
   the related Mortgage Note.

9. The modification or re-recording of a Mortgage or Deed of Trust,  where
   said   modification   or   re-recording  is  for  the  purpose  of  any
   modification pursuant to Sectio n 3.01 of the Servicing Agreement.

10.The  subordination  of the lien of a Mortgage  or Deed of Trust,  where
   said subordinati on is in connection with any modification  pursuant to
   Section 3.01 of the Servicing  Agreement,  and the execution of partial
   satisfactions/releases in connection with such same Section 3.01.

The undersigned gives said  Attorney-in-Fact full power and authority to execute
such instruments and to do and perform all and every act and thing necessary and
proper to carry into effect the power or powers granted by or under this Limited
Power of Attorney as fully as the undersigned might or could do, and hereby does
ratify and confirm to all that said Attorney-in-Fact  shall lawfully do or cause
to be done by authority hereof.

Third  parties  without  actual  notice may rely upon the  exercise of the power
granted  under this Limited  Power of Attorney;  and may be satisfied  that this
Limited Power of Attorney shall

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<PAGE>



continue in full force and effect has not been revoked  unless an  instrument of
revocation has been made in writing by the undersigned.

                                  THE CHASE MANHATTAN BANK



                                  not in its individual capacity,
                                  by solely as Indenture Trustee under
                                  the Agreements and the Indentures


Name:                                   Name:
Title:                                           Title:

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<PAGE>




STATE OF                   )
                                    SS.
COUNTY OF         )


         On this ____ day of August,  1997,  before me the  undersigned,  Notary
Public  of  said  State,  personally  appeared   _______________________________
personally  known to me to be duly  authorized  officers of The Chase  Manhattan
Bank that executed the within  instrument and  personally  known to me to be the
persons who executed the within instrument on behalf of The Chase Manhattan Bank
therein named, and acknowledged to me such The Chase Manhattan Bank executed the
within instrument pursuant to its by-laws.

                                          WITNESS   my  hand
and official seal.



                                          Notary Public in and for the
                                          State of



After recording, please mail to:




Attn:


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<PAGE>


                                    EXHIBIT C
                           FORM OF REQUEST FOR RELEASE

DATE:

TO:

RE:               REQUEST FOR RELEASE OF DOCUMENTS

In connection with your administration of the Revolving Credit Loans, we request
the release of the Mortgage File described below.

Servicing Agreement Dated:
Series #:
Account #:
Pool #:
Loan #:
Borrower Name(s):
Reason for Document Request: (circle one)            Revolving Credit Loan
Prepaid in Full
                                                    Mortgage Loan Repurchased

"We hereby  certify  that all amounts  received or to be received in  connection
with such  payments  which are required to be deposited  have been or will be so
deposited as provided in the Servicing Agreement."

- -------------------------------------
GMAC Mortgage Corporation
Authorized Signature

******************************************************************
TO CUSTODIAN/INDENTURE  TRUSTEE:  Please acknowledge this request, and check off
documents  being  enclosed with a copy of this form. You should retain this form
for your files in accordance with the terms of the Servicing Agreement.

         Enclosed Documents:        [  ]    Promissory Note
                                  [  ]     Mortgage or Deed of Trust
                                  [  ]     Assignment(s) of Mortgage or
                                            Deed of Trust
                                  [  ]     Title Insurance Policy
                                  [  ]     Other:  ___________________________

Name

Title

Date

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<PAGE>




[TPW:  NY01:0601664.01]  16069-00406  08/27/97  9:04PM

<PAGE>




                                                    EXHIBIT 4.4

                RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.

                                  as Depositor



                                       and



                            WILMINGTON TRUST COMPANY

                                as Owner Trustee


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


                      AMENDED AND RESTATED TRUST AGREEMENT

                           Dated as of August 28, 1997

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



                      Home Equity Loan-Backed Certificates,
                               Series 1997-GMACM4









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<PAGE>



                       Table of Contents

Section                                                                 Page

                           ARTICLE I

                          Definitions
1.01.Definitions.......................................................... 1
1.02.Other Definitional Provisions........................................ 1

                 ARTICLE II

                Organization
2.01.Name................................................................. 3
2.02.Office............................................................... 3
2.03.Purposes and Powers.................................................. 3
2.04.Appointment of Owner Trustee......................................... 4
2.05.Initial Capital Contribution of Owner Trust Estate................... 4
2.06.Declaration of Trust................................................. 4
2.07.Title to Trust Property.............................................. 5
2.08.Situs of Trust....................................................... 5
2.09.Representations and Warranties of the Depositor...................... 5
2.10.Payment of Trust Fees................................................ 6

                 ARTICLE III

       Conveyance of the Revolving Credit Loans; Certificates
3.01.Conveyance of the Revolving Credit Loans    ......................... 7
3.02.Initial Ownership.................................................... 7
3.03.The Initial Certificates; The Variable Funding Certificates.......... 7
3.04.Authentication of Certificates....................................... 8
3.05.Registration of and Limitations on Transfer and Exchange of
     Certificates......................................................... 8
3.06.Mutilated, Destroyed, Lost or Stolen Certificates....................11
3.07.Persons Deemed Certificateholders....................................11
3.08.Access to List of Certificateholders' Names and Addresses............11
3.09.Maintenance of Office or Agency......................................12
3.10.Certificate Paying Agent.............................................12
3.11.Cooperation..........................................................14
3.12.Additional Certificate Security Balances Upon Issuance of
     Capped Funding Notes.................................................14




                          ARTICLE IV


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                                                    i

<PAGE>


Section                                                                Page


      Authority and Duties of Owner Trustee
4.01.  General Authority.................................................15
4.02.  General Duties....................................................15
4.03.  Action upon Instruction...........................................15
4.04.  No Duties Except as Specified under Specified Documents or in
       Instructions......................................................16
4.05.  Restrictions......................................................16
4.06.  Prior Notice to Certificateholders and the Credit Enhancer with
       Respect to Certain Matters........................................16
4.07.  Action by Certificateholders with Respect to Certain Matters......17
4.08.  Action by Certificateholders with Respect to Bankruptcy...........17
4.09.  Restrictions on Certificateholders' Power.........................17
4.10.  Majority Control..................................................17
4.11.  Doing Business in Other Jurisdictions.............................18

                    ARTICLE V

           Application of Trust Funds
5.01.  Distributions.....................................................19
5.02.  Method of Payment.................................................19
5.03.  Signature on Returns..............................................20
5.04.  Statements to Certificateholders..................................20
5.05.  Tax Reporting; Tax Elections......................................20

                   ARTICLE VI

          Concerning the Owner Trustee
6.01.  Acceptance of Trusts and Duties...................................21
6.02.  Furnishing of Documents...........................................22
6.03.  Representations and Warranties....................................22
6.04.  Reliance; Advice of Counsel.......................................23
6.05.  Not Acting in Individual Capacity.................................23
6.06.  Owner Trustee Not Liable for Certificates or Related Documents....23
6.07.  Owner Trustee May Own Certificates and Notes......................24

                   ARTICLE VII

          Compensation of Owner Trustee
7.01.  Owner Trustee's Fees and Expenses.................................25
7.02.  Indemnification...................................................25

                         ARTICLE VIII

                         Termination of Trust Agreement

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                                       ii

<PAGE>



8.01.ermination of Trust Agreement.......................................7

                ARTICLE IX

      Successor Owner Trustees and Additional Owner Trustees
9.01.ligibility Requirements for Owner Trustee...........................9
9.02.eplacement of Owner Trustee.........................................9
9.03.uccessor Owner Trustee..............................................0
9.04.erger or Consolidation of Owner Trustee.............................0
9.05.ppointment of Co-Trustee or Separate Trustee........................0

                 ARTICLE X

               Miscellaneous
10.01mendments...........................................................2
10.02o Legal Title to Owner Trust Estate.................................3
10.03imitations on Rights of Others......................................3
10.04otices..............................................................4
10.05everability.........................................................4
10.06eparate Counterparts................................................4
10.07uccessors and Assigns...............................................4
10.08o Petition..........................................................4
10.09o Recourse..........................................................5
10.10eadings.............................................................5
10.11overning Law........................................................5
10.12ntegration..........................................................5
10.13ights of Credit Enhancer To Exercise Rights of Certificateholders...5

Signatures .............................................................40


EXHIBIT

Exhibit A - Form of Certificate.........................................A-1
Exhibit B - Certificate of Trust of Residential Home Equity
                             Loan Trust 1997-GMACM4 ....................B-1
Exhibit C - Form of 144A Investment Representation......................C-1
Exhibit D - Form of Investor Representation Letter......................D-1
Exhibit E - Form of Transferor Representation Letter....................E-1
Exhibit F - Form of Certificate of Non-Foreign Status...................F-1
Exhibit G - Form of ERISA Representation Letter........................ G-1
Exhibit H - Form of Representation Letter...............................H-1


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                                       iii

<PAGE>



         This Amended and Restated Trust Agreement,  dated as of August 28, 1997
(as amended  from time to time,  this "Trust  Agreement"),  between  RESIDENTIAL
FUNDING MORTGAGE SECURITIES II, INC., a Delaware corporation,  as Depositor (the
"Depositor") and Wilmington Trust Company,  a Delaware banking  corporation,  as
Owner Trustee (the "Owner Trustee"),


                                WITNESSETH THAT:

         In  consideration  of  the  mutual  agreements  herein  contained,  the
Depositor and the Owner Trustee agree as follows:

         WHEREAS,  the  Depositor  and the Owner  Trustee  entered  into a trust
agreement  dated as of August 25, 1997,  in  connection  with the formation of a
Delaware business trust (the "Original Trust Agreement");

     WHEREAS,  the Depositor and the Owner Trustee wish to amend and restate the
Original Trust Agreement; ARTICLE I

                                   Definitions

         Section 1.01.  Definitions.  For all purposes of this Trust  Agreement,
except as otherwise  expressly  provided herein or unless the context  otherwise
requires, capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in Appendix A to the Indenture dated August 28, 1997 (the
"Indenture"),  between Home Equity Loan Trust 1997- GMACM4,  as issuer,  and The
Chase Manhattan Bank, as indenture  trustee.  All other  capitalized  terms used
herein shall have the meanings specified herein.

         Section 1.02.     Other Definitional Provisions.

         (a) All terms  defined in this Trust  Agreement  shall have the defined
meanings  when  used in any  certificate  or other  document  made or  delivered
pursuant hereto unless otherwise defined therein.

         (b) As used in this Trust  Agreement  and in any  certificate  or other
document  made or delivered  pursuant  hereto or thereto,  accounting  terms not
defined in this Trust  Agreement or in any such  certificate or other  document,
and  accounting  terms  partly  defined in this Trust  Agreement  or in any such
certificate  or  other  document  to the  extent  not  defined,  shall  have the
respective   meanings  given  to  them  under  generally   accepted   accounting
principles. To the extent that the definitions of accounting terms in this Trust
Agreement or in any such certificate or other document are inconsistent with the
meanings of such terms  under  generally  accepted  accounting  principles,  the
definitions  contained  in this Trust  Agreement or in any such  certificate  or
other document shall control.

         (c) The words  "hereof,"  "herein,"  "hereunder"  and words of  similar
import when used in this Trust  Agreement shall refer to this Trust Agreement as
a whole and not to any

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<PAGE>



particular  provision of this Trust  Agreement;  Section and Exhibit  references
contained in this Trust  Agreement are references to Sections and Exhibits in or
to this Trust Agreement  unless  otherwise  specified;  and the term "including"
shall mean "including without limitation".

         (d) The definitions contained in this Trust Agreement are applicable to
the singular as well as the plural  forms of such terms and to the  masculine as
well as to the feminine and neuter genders of such terms.

         (e) Any agreement,  instrument or statute defined or referred to herein
or in any instrument or certificate  delivered in connection herewith means such
agreement,  instrument  or statute  as from time to time  amended,  modified  or
supplemented and includes (in the case of agreements or instruments)  references
to all attachments thereto and instruments incorporated therein; references to a
Person are also to its permitted successors and assigns.

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                                                         2

<PAGE>



                                   ARTICLE II

                                  Organization

         Section 2.01.  Name.  The trust created  hereby (the "Trust")  shall be
known as "Home Equity Loan Trust  1997-GMACM4,"  in which name the Owner Trustee
may conduct  the  business of the Trust,  make and execute  contracts  and other
instruments on behalf of the Trust and sue and be sued.

     Section 2.02. Office. The office of the Trust shall be in care of the Owner
Trustee at the  Corporate  Trust Office or at such other  address in Delaware as
the Owner Trustee may designate by written notice to the  Certificateholders and
the Depositor.
     Section 2.03. Purposes and Powers. The purpose of the Trust is to engage in
the following activities:

     (i) to issue the  Notes  pursuant  to the  Indenture  and the  Certificates
pursuant to this Trust Agreement and to sell the Notes and the Certificates;

     (ii) to purchase the Revolving Credit Loans and to pay the  organizational,
start- up and transactional expenses of the Trust;

                  (iii) to  assign,  grant,  transfer,  pledge  and  convey  the
         Revolving  Credit Loans  pursuant to the Indenture and to hold,  manage
         and distribute to the  Certificateholders  pursuant to Section 5.01 any
         portion of the  Revolving  Credit Loans  released from the Lien of, and
         remitted to the Trust pursuant to the Indenture;

     (iv) to enter into and perform its obligations under the Basic Documents to
which it is to be a party;

                  (v) to engage in those  activities,  including  entering  into
         agreements,  that are  necessary,  suitable or convenient to accomplish
         the  foregoing  or  are  incidental  thereto  or  connected  therewith,
         including,  without limitation,  to accept additional  contributions of
         equity that are not subject to the Lien of the Indenture; and

                  (vi) subject to compliance with the Basic Documents, to engage
         in  such  other  activities  as  may be  required  in  connection  with
         conservation of the Owner Trust Estate and the making of  distributions
         to the Certificateholders and the Noteholders.

The Trust is hereby authorized to engage in the foregoing activities.  The Trust
shall not engage in any activity other than in connection  with the foregoing or
other than as required or authorized by the terms of this Trust Agreement or the
Basic Documents while any Note is outstanding  without the consent of a majority
of the Certificateholders and the Indenture Trustee.

     Section 2.04.  Appointment of Owner Trustee.  The Depositor hereby appoints
the Owner  Trustee as trustee of the Trust  effective as of the date hereof,  to
have all the rights, powers and duties set forth herein.
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                                                         3

<PAGE>




         Section 2.05.  Initial Capital  Contribution of Owner Trust Estate. The
Depositor hereby sells, assigns, transfers,  conveys and sets over to the Trust,
as of the date  hereof,  the sum of $1. The Owner  Trustee  hereby  acknowledges
receipt in trust from the  Depositor,  as of the date hereof,  of the  foregoing
contribution,  which shall  constitute the initial corpus of the Trust and shall
be deposited in the  Certificate  Distribution  Account.  The Owner Trustee also
acknowledges  on behalf of the  Issuer,  the  receipt in trust of the  Revolving
Credit Loans and a Credit Enhancement  Instrument assigned to the Trust pursuant
to Section 3.01, which shall constitute the Owner Trust Estate.

         Section 2.06.  Declaration of Trust.  The Owner Trustee hereby declares
that it shall  hold the Owner  Trust  Estate in trust  upon and  subject  to the
conditions  set forth herein for the use and benefit of the  Certificateholders,
subject to the  obligations  of the Trust under the Basic  Documents.  It is the
intention of the parties hereto that the Trust constitute a business trust under
the  Business  Trust  Statute  and that  this  Trust  Agreement  constitute  the
governing  instrument of such business  trust.  Effective as of the date hereof,
the Owner Trustee shall have all rights,  powers and duties set forth herein and
in the Business Trust Statute with respect to accomplishing  the purposes of the
Trust.

         Section 2.07.  Title to Trust Property.  Legal title to the Owner Trust
Estate  shall be vested at all times in the  Trust as a  separate  legal  entity
except where  applicable law in any  jurisdiction  requires title to any part of
the Owner  Trust  Estate to be vested in a trustee  or  trustees,  in which case
title shall be deemed to be vested in the Owner Trustee,  a co-trustee  and/or a
separate trustee, as the case may be.

         Section  2.08.   Situs  of  Trust.   The  Trust  will  be  located  and
administered in the State of Delaware. All bank accounts maintained by the Owner
Trustee on behalf of the Trust  shall be located in the State of Delaware or the
State of New York.  The Trust  shall not have any  employees  in any state other
than Delaware; provided, however, that nothing herein shall restrict or prohibit
the Owner Trustee from having  employees within or without the State of Delaware
or taking actions  outside the State of Delaware in order to comply with Section
2.03.  Payments will be received by the Trust only in Delaware or New York,  and
payments  will be made by the Trust  only from  Delaware  or New York.  The only
office of the Trust will be at the Corporate Trust Office in Delaware.

     Section 2.9. Representations and Warranties of the Depositor. The Depositor
hereby represents and warrants to the Owner Trustee that:
                      (i) The Depositor is duly  organized and validly  existing
         as a  corporation  in good  standing  under  the  laws of the  State of
         Delaware, with power and authority to own its properties and to conduct
         its business as such  properties are currently  owned and such business
         is presently conducted.

                     (ii) The  Depositor  is duly  qualified to do business as a
         foreign  corporation  in good  standing and has obtained all  necessary
         licenses and approvals in all  jurisdictions  in which the ownership or
         lease of its property or the conduct of its business shall require such
         qualifications  and in which the  failure  to so  qualify  would have a
         material adverse

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                                                         4

<PAGE>



         effect on the business,  properties,  assets or condition (financial or
         other) of the  Depositor  and the ability of the  Depositor  to perform
         under this Trust Agreement.

                    (iii) The  Depositor  has the power and authority to execute
         and  deliver  this  Trust  Agreement  and to carry out its  terms;  the
         Depositor  has full power and authority to sell and assign the property
         to be sold and assigned to and deposited  with the Trust as part of the
         Trust and the Depositor has duly  authorized  such sale and  assignment
         and deposit to the Trust by all  necessary  corporate  action;  and the
         execution,  delivery and  performance of this Trust Agreement have been
         duly authorized by the Depositor by all necessary corporate action.

                     (iv) The consummation of the  transactions  contemplated by
         this Trust  Agreement  and the  fulfillment  of the terms hereof do not
         conflict with,  result in any breach of any of the terms and provisions
         of, or constitute  (with or without  notice or lapse of time) a default
         under, the articles of incorporation or bylaws of the Depositor, or any
         indenture,  agreement or other  instrument  to which the Depositor is a
         party or by which it is bound; nor result in the creation or imposition
         of any Lien  upon any of its  properties  pursuant  to the terms of any
         such indenture,  agreement or other instrument  (other than pursuant to
         the  Basic  Documents);  nor  violate  any law or,  to the  best of the
         Depositor's knowledge,  any order, rule or regulation applicable to the
         Depositor  of any court or of any  federal  or state  regulatory  body,
         administrative  agency  or other  governmental  instrumentality  having
         jurisdiction over the Depositor or its properties.

     Section  2.10.  Payment  of Trust  Fees.  The Owner  Trustee  shall pay the
Trust's  fees and  expenses  incurred  with  respect to the  performance  of the
Trust's duties under the Indenture.
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                                                         5

<PAGE>



                                   ARTICLE III

                    Conveyance of the Revolving Credit Loans;
                                  Certificates

         Section 3.01.  Conveyance of the Revolving Credit Loans. The Depositor,
concurrently  with the  execution  and delivery  hereof,  does hereby  transfer,
convey,  sell and assign to the Trust, on behalf of the Holders of the Notes and
the Certificates and the Credit Enhancer, without recourse, all its right, title
and interest in and to the  Revolving  Credit  Loans.  The  Depositor  will also
provide the Trust with the Credit Enhancement Instrument.

         The parties  hereto intend that the  transaction  set forth herein be a
sale by the  Depositor  to the Trust of all of its right,  title and interest in
and to the Revolving  Credit Loans.  In the event that the transaction set forth
herein is not deemed to be a sale,  the  Depositor  hereby grants to the Trust a
security  interest in all of its right,  title and interest in, to and under the
Owner Trust Estate, all distributions thereon and all proceeds thereof; and this
Trust Agreement shall constitute a security agreement under applicable law.

         Section 3.02. Initial Ownership. Upon the formation of the Trust by the
contribution by the Depositor  pursuant to Section 2.05 and until the conveyance
of the Revolving  Credit Loans  pursuant to Section 3.01 and the issuance of the
Certificates, the Depositor shall be the sole Certificateholder.

         Section  3.03.   The  Initial   Certificates;   The  Variable   Funding
Certificates.  The  Certificates  shall be issued in minimum  denominations of a
Certificate Percentage Interest of 10.0000% and integral multiples of 0.0001% in
excess thereof;  provided,  however,  that Certificates may be issued in minimum
denominations of less than 10.0000% in accordance with the provisions of Section
3.12.

         The Certificates  shall be executed on behalf of the Trust by manual or
facsimile   signature  of  an  authorized  officer  of  the  Owner  Trustee  and
authenticated in the manner provided in Section 3.04.  Certificates  bearing the
manual or facsimile  signatures of  individuals  who were, at the time when such
signatures  shall have been affixed,  authorized to sign on behalf of the Trust,
shall be validly  issued and  entitled to the  benefit of this Trust  Agreement,
notwithstanding  that such individuals or any of them shall have ceased to be so
authorized prior to the  authentication and delivery of such Certificates or did
not  hold  such  offices  at the date of  authentication  and  delivery  of such
Certificates. A Person shall become a Certificateholder and shall be entitled to
the rights and subject to the obligations of a Certificateholder  hereunder upon
such Person's acceptance of a Certificate duly registered in such Person's name,
pursuant to Section 3.05.

         A transferee  of a  Certificate  shall become a  Certificateholder  and
shall  be  entitled  to  the  rights  and  subject  to  the   obligations  of  a
Certificateholder  hereunder upon such transferee's  acceptance of a Certificate
duly registered in such  transferee's  name pursuant to and upon satisfaction of
the conditions set forth in Section 3.05.



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                                                         6

<PAGE>



         Section 3.04.  Authentication  of Certificates.  Concurrently  with the
acquisition of the Revolving Credit Loans by the Trust, the Owner Trustee or the
Certificate Paying Agent shall cause the Certificates in an initial  Certificate
Percentage  Interest  of  100.00%  to  be  executed  on  behalf  of  the  Trust,
authenticated  and  delivered  to or upon the  written  order of the  Depositor,
signed by its  chairman  of the  board,  its  president  or any vice  president,
without further corporate action by the Depositor, in authorized  denominations.
No  Certificate  shall  entitle  its  holder to any  benefit  under  this  Trust
Agreement  or be  valid  for any  purpose  unless  there  shall  appear  on such
Certificate a certificate of authentication  substantially in the form set forth
in Exhibit A, executed by the Owner Trustee or the Certificate  Paying Agent, by
manual signature;  such authentication shall constitute conclusive evidence that
such Certificate shall have been duly authenticated and delivered hereunder. All
Certificates shall be dated the date of their authentication.

         Section 3.05.  Registration of and Limitations on Transfer and Exchange
of  Certificates.  The Certificate  Registrar shall keep or cause to be kept, at
the office or agency maintained pursuant to Section 3.09, a Certificate Register
in which,  subject  to such  reasonable  regulations  as it may  prescribe,  the
Certificate  Registrar shall provide for the registration of Certificates and of
transfers  and  exchanges of  Certificates  as herein  provided.  The  Indenture
Trustee shall be the initial Certificate Registrar. If the Certificate Registrar
resigns or is removed,  the Owner Trustee shall appoint a successor  Certificate
Registrar.

         Subject  to  satisfaction  of the  conditions  set  forth  below,  upon
surrender  for  registration  of  transfer of any  Certificate  at the office or
agency  maintained  pursuant to Section 3.09,  the Owner Trustee shall  execute,
authenticate  and  deliver  (or shall  cause the  Certificate  Registrar  as its
authenticating  agent to authenticate and deliver) in the name of the designated
transferee  or  transferees,   one  or  more  new   Certificates  in  authorized
denominations of a like aggregate amount dated the date of authentication by the
Owner Trustee or any authenticating agent. At the option of a Certificateholder,
Certificates may be exchanged for other Certificates of authorized denominations
of a like aggregate amount upon surrender of the Certificates to be exchanged at
the office or agency maintained pursuant to Section 3.09.

         Every Certificate presented or surrendered for registration of transfer
or exchange  shall be  accompanied  by a written  instrument of transfer in form
satisfactory to the Certificate Registrar duly executed by the Certificateholder
or  such   Certificateholder's   attorney  duly  authorized  in  writing.   Each
Certificate  surrendered  for  registration  of transfer  or  exchange  shall be
cancelled  and  subsequently   disposed  of  by  the  Certificate  Registrar  in
accordance with its customary practice.

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

         Except as described below, each  Certificateholder  shall establish its
non-foreign status by submitting to the Certificate Paying Agent an IRS Form W-9
and the Certificate of Non-Foreign Status set forth in Exhibit F hereto.


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                                                         7

<PAGE>



         A  Certificate  may be  transferred  to a  Certificateholder  unable to
establish its non-foreign status as described in the preceding paragraph only if
such Certificateholder  provides an Opinion of Counsel, which Opinion of Counsel
shall not be an  expense  of the  Trust,  the  Owner  Trustee,  the  Certificate
Registrar  or the  Depositor,  satisfactory  to the  Depositor  and  the  Credit
Enhancer,  that such  transfer  (1) will not  affect the tax status of the Owner
Trust and (2) will not adversely affect the interests of any  Certificateholder,
Noteholder or the Credit Enhancer, including, without limitation, as a result of
the  imposition  of any United  States  federal  withholding  taxes on the Trust
(except to the extent that such  withholding  taxes would be payable solely from
amounts   otherwise   distributable   to  the  Certificate  of  the  prospective
transferee).  If such transfer occurs and such foreign Certificateholder becomes
subject to such United States federal  withholding taxes, any such taxes will be
withheld  by the  Indenture  Trustee at the  direction  of the Trust Tax Matters
Person. Each Certificateholder  unable to establish its non-foreign status shall
submit to the Certificate Paying Agent a copy of its Form W-8 and shall resubmit
such Form W-8 every three years.

         No transfer,  sale,  pledge or other disposition of a Certificate shall
be made unless such transfer,  sale,  pledge or other disposition is exempt from
the  registration  requirements  of the Securities Act and any applicable  state
securities laws or is made in accordance with said Act and laws. In the event of
any such transfer,  the  Certificate  Registrar or the Depositor  shall prior to
such transfer require the transferee to execute (A) either (i) (a) an investment
letter in  substantially  the form attached hereto as Exhibit C (or in such form
and  substance  reasonably  satisfactory  to the  Certificate  Registrar and the
Depositor)  which  investment  letters shall not be an expense of the Trust, the
Owner Trustee, the Certificate  Registrar,  the Master Servicer or the Depositor
and which investment letter states that, among other things, such transferee (a)
is a "qualified  institutional buyer" as defined under Rule 144A, acting for its
own account or the accounts of other "qualified institutional buyers" as defined
under Rule 144A, and (b) is aware that the proposed  transferor  intends to rely
on the exemption  from  registration  requirements  under the  Securities Act of
1933, as amended, provided by Rule 144A or (ii) (a) a written Opinion of Counsel
acceptable  to  and in  form  and  substance  satisfactory  to  the  Certificate
Registrar  and the  Depositor  that such  transfer  may be made  pursuant  to an
exemption, describing the applicable exemption and the basis therefor, from said
Act and laws or is being made  pursuant to said Act and laws,  which  Opinion of
Counsel shall not be an expense of the Trust, the Owner Trustee, the Certificate
Registrar,  the Master Servicer or the Depositor and (b) the transferee executes
a representation letter,  substantially in the form of Exhibit D hereto, and the
transferor  executes  a  representation  letter,  substantially  in the  form of
Exhibit E hereto,  each acceptable to and in form and substance  satisfactory to
the  Certificate  Registrar and the Depositor  certifying the facts  surrounding
such  transfer,  which  representation  letters  shall not be an  expense of the
Trust, the Owner Trustee, the Certificate Registrar,  the Master Servicer or the
Depositor and (B) the Certificate of Non-Foreign  Status (in  substantially  the
form  attached  hereto as Exhibit  F)  acceptable  to and in form and  substance
reasonably  satisfactory to the Certificate  Registrar and the Depositor,  which
certificate  shall  not be an  expense  of the  Trust,  the Owner  Trustee,  the
Certificate  Registrar or the Depositor.  If the  Certificateholder is unable to
provide a Certificate of Non-Foreign Status, the Certificateholder  must provide
an  Opinion  of  Counsel  as  described   in  the   preceding   paragraph.   The
Certificateholder  desiring to effect such transfer shall, and does hereby agree
to,  indemnify the Trust,  the Owner Trustee,  the  Certificate  Registrar,  the
Master  Servicer and the Depositor  against any liability that may result if the
transfer  is not so exempt or is not made in  accordance  with such  federal and
state laws.

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                                                         8

<PAGE>




          No transfer of Certificates  or any interest  therein shall be made to
any employee benefit plan or certain other  retirement  plans and  arrangements,
including  individual  retirement  accounts and annuities,  Keogh plans and bank
collective  investment funds and insurance  company general or separate accounts
in which such plans, accounts or arrangements are invested,  that are subject to
ERISA, or Section 4975 of the Code  (collectively,  "Plan"),  any Person acting,
directly or indirectly,  on behalf of any such Plan or any Person acquiring such
Certificates  with "plan assets" of a Plan within the meaning of the  Department
of Labor  regulation  promulgated  at 29 C.F.R.  ss.2510.3-101  ("Plan  Assets")
unless the  Depositor,  the Owner  Trustee,  the  Certificate  Registrar and the
Master Servicer are provided with an Opinion of Counsel which establishes to the
satisfaction of the Depositor,  the Owner Trustee, the Certificate Registrar and
the Master  Servicer  that the purchase of  Certificates  is  permissible  under
applicable  law,  will not  constitute or result in any  prohibited  transaction
under ERISA or Section 4975 of the Code and will not subject the Depositor,  the
Owner  Trustee,  the  Certificate  Registrar  or  the  Master  Servicer  to  any
obligation or liability  (including  obligations or  liabilities  under ERISA or
Section  4975 of the Code) in addition to those  undertaken  in this  Agreement,
which  Opinion of Counsel  shall not be an expense of the  Depositor,  the Owner
Trustee,  the  Certificate  Registrar  or the Master  Servicer.  In lieu of such
Opinion of Counsel, a Plan, any Person acting, directly or indirectly, on behalf
of any such Plan or any Person acquiring such Certificates with Plan Assets of a
Plan may  provide a  certification  in the form of Exhibit G to this  Agreement,
which the Depositor, the Owner Trustee, the Certificate Registrar and the Master
Servicer  may rely upon without  further  inquiry or  investigation.  Neither an
Opinion of Counsel nor a  certification  will be required in connection with the
initial transfer of any such Certificate by the Depositor to an affiliate of the
Depositor  (in which case,  the  Depositor or any  affiliate  thereof shall have
deemed  to have  represented  that  such  affiliate  is not a Plan  or a  Person
investing  Plan Assets of any Plan) and the Owner  Trustee  shall be entitled to
conclusively  rely upon a representation  (which,  upon the request of the Owner
Trustee, shall be a written  representation) from the Depositor of the status of
such transferee as an affiliate of the Depositor.

         In addition,  no transfer of a Certificate  shall be permitted,  and no
such transfer shall be registered by the  Certificate  Registrar or be effective
hereunder,  unless  evidenced by an Opinion of Counsel,  which  establishes that
such transfer or the  registration of such transfer would not cause the Trust to
be  classified  as a  publicly  traded  partnership,  by  having  more  than 100
Certificateholders  at any  time  during  the  taxable  year  of the  Trust,  an
association  taxable as a corporation,  a corporation or a taxable mortgage pool
for federal and relevant state income tax purposes.

         In addition, no transfer, sale, assignment, pledge or other disposition
of a  Certificate  shall be made  unless  the  proposed  transferee  executes  a
representation  letter  substantially in the form of Exhibit D, or substantially
in the form of  Exhibit H  hereto,  that (1) the  transferee  is  acquiring  the
Certificate  for its own behalf and is not acting as agent or custodian  for any
other  person or  entity in  connection  with  such  acquisition  and (2) if the
transferee is a partnership,  grantor trust or S corporation  for federal income
tax  purposes,  the  Certificates  are not more  than 50% of the  assets  of the
partnership, grantor trust or S corporation.

     Section 3.06. Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any
mutilated Certificate shall be surrendered to the Certificate  Registrar,  or if
the  Certificate  Registrar  shall receive  evidence to its  satisfaction of the
destruction, loss or theft of any Certificate and (b) there
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shall be  delivered  to the  Certificate  Registrar  and the Owner  Trustee such
security  or  indemnity  as may be required by them to save each of them and the
Issuer from harm, then in the absence of notice to the Certificate  Registrar or
the  Owner  Trustee  that  such  Certificate  has been  acquired  by a bona fide
purchaser,  the Owner Trustee shall execute on behalf of the Trust and the Owner
Trustee or the Certificate  Paying Agent, as the Trust's  authenticating  agent,
shall  authenticate  and  deliver,  in  exchange  for or in  lieu  of  any  such
mutilated,  destroyed,  lost or stolen  Certificate,  a new  Certificate of like
tenor and  denomination.  In connection with the issuance of any new Certificate
under this Section  3.06,  the Owner  Trustee or the  Certificate  Registrar may
require the payment of a sum  sufficient to cover any tax or other  governmental
charge that may be imposed in connection  therewith.  Any duplicate  Certificate
issued  pursuant to this Section 3.06 shall  constitute  conclusive  evidence of
ownership in the Trust, as if originally issued, whether or not the lost, stolen
or destroyed Certificate shall be found at any time.

         Section  3.07.   Persons  Deemed   Certificateholders.   Prior  to  due
presentation of a Certificate for  registration of transfer,  the Owner Trustee,
the Certificate  Registrar or any Certificate  Paying Agent may treat the Person
in whose name any Certificate is registered in the  Certificate  Register as the
owner of such Certificate for the purpose of receiving distributions pursuant to
Section 5.02 and for all other purposes  whatsoever,  and none of the Trust, the
Owner Trustee,  the Certificate  Registrar or any Paying Agent shall be bound by
any notice to the contrary.

         Section  3.08.  Access  to  List  of   Certificateholders'   Names  and
Addresses.  The Certificate  Registrar shall furnish or cause to be furnished to
the  Depositor  or the  Owner  Trustee,  within  15 days  after  receipt  by the
Certificate  Registrar of a written  request  therefor from the Depositor or the
Owner Trustee,  a list, in such form as the Depositor or the Owner  Trustee,  as
the case may be,  may  reasonably  require,  of the names and  addresses  of the
Certificateholders  as of the most recent Record Date. Each Holder, by receiving
and holding a Certificate, shall be deemed to have agreed not to hold any of the
Trust, the Depositor, the Certificate Registrar or the Owner Trustee accountable
by reason of the  disclosure  of its name and address,  regardless of the source
from which such information was derived.

         Section  3.09.  Maintenance  of Office or Agency.  The Owner Trustee on
behalf of the Trust,  shall  maintain  in the City of New York,  The City of New
York,  an office or  offices or agency or  agencies  where  Certificates  may be
surrendered  for  registration  of transfer or  exchange  and where  notices and
demands to or upon the Owner  Trustee in  respect  of the  Certificates  and the
Basic  Documents  may be served.  The Owner  Trustee  initially  designates  the
Corporate Trust Office of the Indenture Trustee as its office for such purposes.
The Owner  Trustee  shall give prompt  written  notice to the  Depositor and the
Certificateholders  of any change in the location of the Certificate Register or
any such office or agency.

         Section 3.10.  Certificate  Paying Agent.  (a) The  Certificate  Paying
Agent  shall  make  distributions  to  Certificateholders  from the  Certificate
Distribution Account on behalf of the Trust in accordance with the provisions of
the  Certificates  and  Section  5.01  hereof  from  payments  remitted  to  the
Certificate  Paying Agent by the Indenture  Trustee  pursuant to Section 3.05 of
the Indenture.  The Trust hereby  appoints the Indenture  Trustee as Certificate
Paying Agent and the  Indenture  Trustee  hereby  accepts such  appointment  and
further agrees that it will be bound by the  provisions of this Trust  Agreement
relating to the Certificate Paying Agent and shall:

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                         (i) hold all sums held by it for the payment of amounts
         due with  respect to the  Certificates  in trust for the benefit of the
         Persons  entitled thereto until such sums shall be paid to such Persons
         or otherwise disposed of as herein provided;

                        (ii) give the Owner Trustee notice of any default by the
         Trust of which it has actual  knowledge  in the  making of any  payment
         required to be made with respect to the Certificates;

                       (iii)  at any time  during  the  continuance  of any such
         default, upon the written request of the Owner Trustee forthwith pay to
         the Owner  Trustee  on behalf of the Trust all sums so held in Trust by
         such Certificate Paying Agent;

                        (iv) immediately  resign as Certificate Paying Agent and
         forthwith pay to the Owner Trustee on behalf of the Trust all sums held
         by it in trust for the payment of Certificates if at any time it ceases
         to meet the  standards  required  to be met by the  Certificate  Paying
         Agent at the time of its appointment;

                         (v)  comply  with all  requirements  of the  Code  with
         respect  to  the  withholding  from  any  payments  made  by it on  any
         Certificates  of any applicable  withholding  taxes imposed thereon and
         with respect to any  applicable  reporting  requirements  in connection
         therewith; and

                        (vi)  deliver to the Owner  Trustee a copy of the report
         to Certificateholders prepared with respect to each Payment Date by the
         Administrator pursuant to Section 4.01 of the Servicing Agreement.

         (b) The Trust may revoke such power and remove the  Certificate  Paying
Agent  if  the  Owner  Trustee  determines  in  its  sole  discretion  that  the
Certificate Paying Agent shall have failed to perform its obligations under this
Trust  Agreement  in any  material  respect.  The  Indenture  Trustee  shall  be
permitted to resign as  Certificate  Paying Agent upon 30 days written notice to
the Owner  Trustee;  provided the Indenture  Trustee is also resigning as Paying
Agent under the Indenture at such time. In the event that the Indenture  Trustee
shall no longer be the  Certificate  Paying Agent under this Trust Agreement and
Paying Agent under the Indenture, the Owner Trustee shall appoint a successor to
act as  Certificate  Paying Agent  (which shall be a bank or trust  company) and
which shall also be the successor  Paying Agent under the  Indenture.  The Owner
Trustee shall cause such  successor  Certificate  Paying Agent or any additional
Certificate  Paying Agent  appointed by the Owner Trustee to execute and deliver
to the Owner  Trustee an instrument to the effect set forth in this Section 3.10
as it relates to the  Certificate  Paying Agent.  The  Certificate  Paying Agent
shall return all unclaimed  funds to the Trust and upon removal of a Certificate
Paying  Agent such  Certificate  Paying Agent shall also return all funds in its
possession to the Trust.  The provisions of Sections 6.01,  6.03,  6.04 and 7.01
shall  apply to the  Certificate  Paying  Agent to the  extent  applicable.  Any
reference in this  Agreement to the  Certificate  Paying Agent shall include any
co-paying agent unless the context requires otherwise.

         (c) The  Certificate  Paying Agent shall  establish  and maintain  with
itself the  Certificate  Distribution  Account in which the  Certificate  Paying
Agent  shall  deposit,  on the same  day as it is  received  from the  Indenture
Trustee, each remittance received by the Certificate Paying Agent

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with respect to payments made pursuant to the Indenture.  The Certificate Paying
Agent  shall  make  all  distributions  of  Certificate   Distribution  Amounts,
Certificate  Preferred Return and any Interest  Shortfalls on the  Certificates,
from moneys on deposit in the Certificate Distribution Account.

         Section 3.11.  Cooperation.  The Owner  Trustee shall  cooperate in all
respects  with any  reasonable  request  by the  Credit  Enhancer  for action to
preserve or enforce the Credit  Enhancer's  rights or interest  under this Trust
Agreement or the Insurance  Agreement,  consistent with this Trust Agreement and
without limiting the rights of the Certificateholders as otherwise expressly set
forth in this Trust Agreement.

         Section 3.12. Additional Certificate Security Balances Upon Issuance of
Capped  Funding  Notes.  (a) On any date on which  Variable  Funding  Notes  are
exchanged for Capped Funding Notes pursuant to Section 4.01(d) of the Indenture,
the Security  Balance of one or more  Certificates may be increased in an amount
equal to the Additional Certificate Security Balance as required pursuant to the
Opinion of Counsel  required to be delivered  pursuant to Section 4.01(d) of the
Indenture in connection with the issuance of the Capped Funding Notes.

         (a) 100.00% of the value of the Additional Certificate Security Balance
shall be added to any Certificate held by the Designated  Seller or an Affiliate
thereof  without  the  consent  of the other  Certificateholders;  or if no such
Certificate  exists,  a new Certificate or  Certificates  shall be issued at the
direction  of the  Designated  Seller  or an  Affiliate  thereof  having  in the
aggregate a Security Balance equal to such 100.00% of such value. Alternatively,
the  Depositor  may  allocate  any portion of such value to a  Certificateholder
other  than  the  Depositor  or  an  Affiliate   thereof,   provided  that  such
Certificateholder  provides its written  consent to the  Depositor and the Owner
Trustee.

         (b) Following such increase,  the  Certificate  Percentage  Interest of
each  Certificate  shall be  recalculated,  the  numerator of which shall be the
value thereof  including the  respective  value of the portion of the Additional
Certificate  Security  Balance added thereto  pursuant to this Section 3.12, and
the  denominator of which shall be the value of all the  Certificates  following
such  increase.  The  Owner  Trustee  shall  issue  new  Certificates  with  new
Certificate  Percentage Interests to each Holder of the Certificates,  with such
Certificate Percentage Interests calculated to four decimal places. In addition,
the new  Certificates  may be issued in minimum  denominations  of  0.0001%  and
integral multiples of 0.0001% in excess thereof.

         (c) For purposes of the  foregoing,  the "value" of any  Certificate or
any Additional Certificate Security Balance added thereto shall be determined by
the Seller in its sole discretion  based on reasonable cash flow assumptions and
valuation  methods,   and  any  such  determination  shall  be  binding  on  the
Certificateholders.  If the Seller is unable to determine the "value," the Owner
Trustee shall determine the "value" using the same assumptions and methods.

         (d) The Owner  Trustee,  the Indenture  Trustee and the Issuer agree to
cooperate  with each  other and the  Depositor  and the  Seller  and to cause no
unreasonable  delay in adjusting  the  Certificate  Percentage  Interests of the
Certificates  pursuant to this  Section  3.12 and the issuing of Capped  Funding
Notes in connection with Section 4.01(d) of the Trust Agreement.


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                                   ARTICLE IV

                      Authority and Duties of Owner Trustee

         Section 4.01.  General  Authority.  The Owner Trustee is authorized and
directed to execute and deliver the Basic  Documents to which the Trust is to be
a party and each  certificate  or other  document  attached  as an exhibit to or
contemplated  by the Basic Documents to which the Trust is to be a party and any
amendment or other agreement or instrument  described  herein,  in each case, in
such form as the Owner Trustee shall approve,  as evidenced  conclusively by the
Owner  Trustee's  execution  thereof.  In addition to the  foregoing,  the Owner
Trustee is obligated to take all actions  required of the Trust  pursuant to the
Basic Documents.

         Section 4.02. General Duties. The Owner Trustee shall be responsible to
administer the Trust pursuant to the terms of this Trust Agreement and the Basic
Documents   to  which  the  Trust  is  a  party  and  in  the  interest  of  the
Certificateholders,  subject to the Basic  Documents and in accordance  with the
provisions of this Trust Agreement.
     Section 4.03. Action upon  Instruction.  (a) Subject to this Article IV and
in accordance with the terms of the Basic Documents,  the Certificateholders may
by written  instruction direct the Owner Trustee in the management of the Trust.
Such  direction  may be  exercised  at any time by  written  instruction  of the
Certificateholders pursuant to this Article IV.
         (b)  Notwithstanding  the  foregoing,  the Owner  Trustee  shall not be
required to take any action  hereunder or under any Basic  Document if the Owner
Trustee shall have reasonably determined, or shall have been advised by counsel,
that such  action is  likely  to  result in  liability  on the part of the Owner
Trustee  or is  contrary  to the terms  hereof or of any  Basic  Document  or is
otherwise contrary to law.

         (c) Whenever the Owner Trustee is unable to decide between  alternative
courses of action  permitted or required by the terms of this Trust Agreement or
under any Basic Document, or in the event that the Owner Trustee is unsure as to
the  application of any provision of this Trust  Agreement or any Basic Document
or any such provision is ambiguous as to its  application,  or is, or appears to
be, in conflict with any other applicable  provision,  or in the event that this
Trust Agreement  permits any  determination by the Owner Trustee or is silent or
is  incomplete  as to the course of action that the Owner Trustee is required to
take with respect to a particular set of facts, the Owner Trustee shall promptly
give notice (in such form as shall be appropriate  under the  circumstances)  to
the  Certificateholders   (with  a  copy  to  the  Credit  Enhancer)  requesting
instruction  as to the  course of action to be  adopted,  and to the  extent the
Owner  Trustee acts in good faith in  accordance  with any written  instructions
received from Holders of  Certificates  representing  a majority of the Security
Balance thereof, the Owner Trustee shall not be liable on account of such action
to any  Person.  If the  Owner  Trustee  shall  not  have  received  appropriate
instruction within 10 days of such notice (or within such shorter period of time
as  reasonably  may be specified  in such notice or may be  necessary  under the
circumstances)  it may,  but  shall be under no duty to,  take or  refrain  from
taking  such  action not  inconsistent  with this Trust  Agreement  or the Basic
Documents, as it shall deem to be in the best interests of the

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Certificateholders,  and the Owner Trustee shall have no liability to any Person
for such action or inaction.

         Section 4.04. No Duties Except as Specified under  Specified  Documents
or in  Instructions.  The Owner Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of, or
otherwise deal with the Owner Trust Estate, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated hereby
to which the Owner  Trustee  is a party,  except as  expressly  provided  (i) in
accordance with the powers granted to and the authority conferred upon the Owner
Trustee  pursuant to this Trust  Agreement,  (ii) in  accordance  with the Basic
Documents and (iii) in accordance with any document or instruction  delivered to
the Owner Trustee pursuant to Section 4.03; and no implied duties or obligations
shall be read into this Trust Agreement or any Basic Document  against the Owner
Trustee. The Owner Trustee shall have no responsibility for filing any financing
or  continuation  statement  in any  public  office at any time or to  otherwise
perfect or maintain the  perfection of any security  interest or lien granted to
it hereunder or to prepare or file any Securities and Exchange Commission filing
for the Trust or to record this Trust Agreement or any Basic Document. The Owner
Trustee nevertheless agrees that it will, at its own cost and expense,  promptly
take all action as may be necessary  to  discharge  any liens on any part of the
Owner Trust  Estate that result from  actions by, or claims  against,  the Owner
Trustee that are not related to the ownership or the administration of the Owner
Trust Estate.

         Section  4.05.  Restrictions.  (a) The Owner Trustee shall not take any
action  (x) that is  inconsistent  with the  purposes  of the Trust set forth in
Section 2.03 or (y) that, to the actual  knowledge of the Owner  Trustee,  would
result in the Trust  becoming  taxable as a corporation  for federal  income tax
purposes.  The  Certificateholders  shall not direct  the Owner  Trustee to take
action that would violate the provisions of this Section 4.05.

         (b) The Owner  Trustee  shall not convey or transfer any of the Trust's
properties  or assets,  including  those  included in the Trust  Estate,  to any
person  unless  (a) it shall have  received  an Opinion of Counsel to the effect
that such  transaction will not have any material adverse tax consequence to the
Trust or any  Certificateholder  and (b) such  conveyance or transfer  shall not
violate the provisions of Section 3.16(b) of the Indenture.

         Section  4.06.  Prior  Notice  to  Certificateholders  and  the  Credit
Enhancer with Respect to Certain Matters. With respect to the following matters,
the Owner  Trustee  shall not take  action  unless at least 30 days  before  the
taking  of  such   action,   the  Owner   Trustee   shall  have   notified   the
Certificateholders and the Credit Enhancer in writing of the proposed action and
Holders of Certificates  representing a majority of the Security Balance thereof
and the Credit  Enhancer  shall not have  notified the Owner  Trustee in writing
prior to the 30th day after such  notice is given  that such  Certificateholders
have withheld consent or provided alternative direction:

         (a) the  initiation of any claim or lawsuit by the Trust (except claims
or lawsuits brought in connection with the collection of cash  distributions due
and owing under the Revolving  Credit  Loans) and the  compromise of any action,
claim or lawsuit  brought by or against the Trust  (except  with  respect to the
aforementioned  claims or lawsuits for collection of cash  distributions due and
owing under the Revolving Credit Loans);


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     (b) the election by the Trust to file an amendment  to the  Certificate  of
Trust  (unless such  amendment is required to be filed under the Business  Trust
Statute);
     (c)  the  amendment  of  the  Indenture  by  a  supplemental  indenture  in
circumstances where the consent of any Noteholder is required;
     (d)  the  amendment  of  the  Indenture  by  a  supplemental  indenture  in
circumstances  where the  consent of any  Noteholder  is not  required  and such
amendment materially adversely affects the interest of the Certificateholders;
         (e) the  appointment  pursuant to the  Indenture  of a  successor  Note
Registrar, Paying Agent or Indenture Trustee or pursuant to this Trust Agreement
of a successor  Certificate Registrar or Certificate Paying Agent or the consent
to the  assignment  by the Note  Registrar,  Paying  Agent,  Indenture  Trustee,
Certificate  Registrar or Certificate  Paying Agent of its obligations under the
Indenture or this Trust Agreement, as applicable.

         Section  4.07.  Action by  Certificateholders  with  Respect to Certain
Matters.  The Owner Trustee shall not have the power,  except upon the direction
of  Certificateholders  evidencing  not less than a majority of the  outstanding
Security  Balance  of the  Certificates,  and with  the  consent  of the  Credit
Enhancer,  to (a) remove  the  Master  Servicer  under the  Servicing  Agreement
pursuant to Sections  7.01 and 8.05 thereof or (b) except as expressly  provided
in the Basic Documents, sell the Revolving Credit Loans after the termination of
the  Indenture.  The Owner  Trustee  shall take the  actions  referred to in the
preceding sentence only upon written  instructions signed by  Certificateholders
evidencing not less than a majority of the outstanding  Security  Balance of the
Certificates and with the consent of the Credit Enhancer.

         Section 4.08. Action by Certificateholders  with Respect to Bankruptcy.
The Owner Trustee shall not have the power to commence a voluntary proceeding in
bankruptcy  relating to the Trust  without the unanimous  prior  approval of all
Certificateholders  and with the consent of the Credit Enhancer and the delivery
to the Owner Trustee by each such  Certificateholder of a certificate certifying
that such Certificateholder reasonably believes that the Trust is insolvent.

         Section  4.09.   Restrictions   on   Certificateholders'   Power.   The
Certificateholders shall not direct the Owner Trustee to take or to refrain from
taking any action if such action or inaction would be contrary to any obligation
of the Trust or the Owner Trustee under this Trust Agreement or any of the Basic
Documents or would be contrary to Section  2.03,  nor shall the Owner Trustee be
obligated to follow any such direction, if given.

         Section 4.10.  Majority Control.  Except as expressly  provided herein,
any  action  that  may be  taken  by the  Certificateholders  under  this  Trust
Agreement  may be taken by the  Certificateholders  evidencing  not less  than a
majority of the  outstanding  Security  Balance of the  Certificates.  Except as
expressly  provided  herein,  any  written  notice  of  the   Certificateholders
delivered  pursuant  to this Trust  Agreement  shall be  effective  if signed by
Certificateholders  evidencing  not  less  than a  majority  of the  outstanding
Security Balance of the Certificates at the time of the delivery of such notice.


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         Section 4.11.  Doing Business in Other  Jurisdictions.  Notwithstanding
anything contained herein to the contrary,  neither Wilmington Trust Company nor
the Owner Trustee shall be required to take any action in any jurisdiction other
than in the State of Delaware if the taking of such action will,  even after the
appointment of a co-trustee or separate  trustee in accordance with Section 9.05
hereof,  (i) require the consent or approval or authorization or order of or the
giving of notice to, or the registration  with or the taking of any other action
in  respect  of,  any  state or other  governmental  authority  or agency of any
jurisdiction  other than the State of  Delaware;  (ii) result in any fee, tax or
other  governmental  charge  under  the laws of the State of  Delaware  becoming
payable by Wilmington Trust Company,  or (iii) subject  Wilmington Trust Company
to personal  jurisdiction in any  jurisdiction  other than the State of Delaware
for causes of action  arising  from acts  unrelated to the  consummation  of the
transactions by Wilmington  Trust Company or the Owner Trustee,  as the case may
be, contemplated hereby.

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<PAGE>



                                    ARTICLE V

                           Application of Trust Funds

         Section 5.01. Distributions.  (a) On each Payment Date, the Certificate
Paying Agent shall distribute to the  Certificateholders all funds on deposit in
the  Certificate  Distribution  Account and  available  therefor (as provided in
Section 3.05 of the Indenture),  as the Certificate Distribution Amount for such
Payment  Date.  All  distributions  made  pursuant  to  this  Section  shall  be
distributed  to  the  Certificateholders  on a  pro  rata  basis  based  on  the
Certificate Percentage Interests thereof.

         (b)  In  the  event  that  any   withholding  tax  is  imposed  on  the
distributions (or allocations of income) to a Certificateholder,  such tax shall
reduce the amount otherwise distributable to the Certificateholder in accordance
with this Section 5.01. The  Certificate  Paying Agent is hereby  authorized and
directed to retain or cause to be retained from amounts otherwise  distributable
to the  Certificateholders  sufficient  funds for the payment of any tax that is
legally  owed by the Trust (but such  authorization  shall not prevent the Owner
Trustee from contesting any such tax in appropriate proceedings, and withholding
payment  of  such  tax,  if  permitted  by  law,  pending  the  outcome  of such
proceedings).  The  amount of any  withholding  tax  imposed  with  respect to a
Certificateholder shall be treated as cash distributed to such Certificateholder
at the time it is withheld by the  Certificate  Paying Agent and remitted to the
appropriate taxing authority.  If there is a possibility that withholding tax is
payable with respect to a  distribution  (such as a  distribution  to a non-U.S.
Certificateholder),  the  Certificate  Paying  Agent may in its sole  discretion
withhold such amounts in accordance with this paragraph (b).

     (c)  Distributions  to  Certificateholders  shall  be  subordinated  to the
creditors of the Trust, including the Noteholders.
     (d)  Distributions  to  Certificateholders  shall  be  subordinated  to the
creditors of the Trust, including the Noteholders.
         Section  5.02.   Method  of  Payment.   Subject  to  Section   8.01(c),
distributions  required to be made to  Certificateholders on any Payment Date as
provided in Section  5.01 shall be made to each  Certificateholder  of record on
the preceding Record Date either by, in the case of any Certificateholder owning
Certificates  having  denominations   aggregating  at  least  $1,000,000,   wire
transfer,  in immediately  available  funds,  to the account of such Holder at a
bank  or  other  entity  having  appropriate   facilities   therefor,   if  such
Certificateholder  shall have provided to the Certificate  Registrar appropriate
written  instructions at least five Business Days prior to such Payment Date or,
if not, by check mailed to such  Certificateholder at the address of such Holder
appearing in the Certificate Register.

     Section 5.03. Signature on Returns.  The Administrator,  as the tax matters
partner, shall sign on behalf of the Trust the tax returns of the Trust.
     Section 5.04. Statements to  Certificateholders.  On each Payment Date, the
Certificate Paying Agent shall send to each  Certificateholder  the statement or
statements provided to the
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Owner Trustee and the Certificate Paying Agent by the Administrator  pursuant to
Section 4.01 of the Servicing Agreement with respect to such Payment Date.

         Section  5.05.  Tax  Reporting;   Tax  Elections.   The  Administrator,
Residential Funding Corporation, hereby undertakes to (i) prepare and deliver to
each member of the Trust,  within  ninety(390) days after the expiration of each
Fiscal  Year of the  Trust  all  information  returns  required  by the Code and
information  with  respect to the Trust  necessary  for the  preparation  of the
members'  federal  income tax returns (ii) prepare all income tax returns of the
Trust in all  jurisdictions  where in its judgment  such filings are required or
where it is  directed  by the Trust to file such  income tax  returns  and (iii)
deliver such returns to the Owner  Trustee not less than one week prior to their
due date in order for such  returns to be timely  filed.  Pursuant  to  Treasury
Regulation ss.  301.7701-2(c)(2),  the Administrator does not intend to file any
income tax  returns of the Trust as long as the Trust has a single  owner of the
Certificates.

         The Administrator,  shall (i) act on behalf of the Trust in relation to
any tax matter or  controversy  involving the Trust and (ii) represent the Trust
in any  administrative  or judicial  proceeding  relating to tax  examination or
audit by any  governmental  taxing  authority  with respect  thereto.  The legal
expenses,  including without  limitation  attorneys' and accountants'  fees, and
costs of any such  proceeding  and any liability  resulting  therefrom  shall be
expenses of the Trust and the  Administrator  shall be entitled to reimbursement
therefor out of amounts attributable to the Revolving Credit Loans on deposit in
the  Custodial  Account as provided by Section 3.03 of the  Servicing  Agreement
unless  such  legal   expenses   and  costs  are   incurred  by  reason  of  the
Administrator's willful misfeasance, bad faith or gross negligence.

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                                   ARTICLE VI

                          Concerning the Owner Trustee

         Section  6.01.  Acceptance  of Trusts  and  Duties.  The Owner  Trustee
accepts the trusts  hereby  created  and agrees to perform its duties  hereunder
with respect to such trusts but only upon the terms of this Trust Agreement. The
Owner Trustee and the Certificate Paying Agent also agree to disburse all moneys
actually  received by it  constituting  part of the Owner Trust  Estate upon the
terms of the Basic Documents and this Trust  Agreement.  The Owner Trustee shall
not be answerable or accountable hereunder or under any Basic Document under any
circumstances,  except (i) for its own  willful  misconduct,  negligence  or bad
faith or negligent  failure to act or (ii) in the case of the  inaccuracy of any
representation or warranty contained in Section 6.03 expressly made by the Owner
Trustee.  In  particular,  but  not by way of  limitation  (and  subject  to the
exceptions set forth in the preceding sentence):

         (a) No provision of this Trust  Agreement or any Basic  Document  shall
require  the  Owner  Trustee  to  expend or risk  funds or  otherwise  incur any
financial  liability in the  performance of any of its rights,  duties or powers
hereunder or under any Basic Document if the Owner Trustee shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured or provided to it;

     (b)  Under  no  circumstances   shall  the  Owner  Trustee  be  liable  for
indebtedness evidenced by or arising under any of the Basic Documents, including
the principal of and interest on the Notes;
         (c) The Owner Trustee shall not be responsible for or in respect of the
validity or sufficiency of this Trust Agreement or for the due execution  hereof
by the Depositor for the form,  character,  genuineness,  sufficiency,  value or
validity of any of the Owner Trust Estate,  or for or in respect of the validity
or sufficiency of the Basic Documents,  the Notes, the Certificates,  other than
the certificate of authentication on the Certificates,  if executed by the Owner
Trustee and the Owner Trustee  shall in no event assume or incur any  liability,
duty, or obligation to any Noteholder or to any Certificateholder, other than as
expressly provided for herein or expressly agreed to in the Basic Documents;

         (d) The execution,  delivery,  authentication  and performance by it of
this Trust Agreement will not require the authorization, consent or approval of,
the giving of notice to, the filing or  registration  with, or the taking of any
other action with respect to, any governmental authority or agency;

         (e) The Owner Trustee shall not be liable for the default or misconduct
of the  Depositor,  Indenture  Trustee or the Master  Servicer  under any of the
Basic  Documents or otherwise  and the Owner Trustee shall have no obligation or
liability to perform the  obligations of the Trust under this Trust Agreement or
the Basic  Documents that are required to be performed by the Indenture  Trustee
under the  Indenture  or the  Designated  Seller under the  Designated  Seller's
Agreement; and


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         (f) The Owner  Trustee  shall be under no obligation to exercise any of
the rights or powers vested in it or duties imposed by this Trust Agreement,  or
to institute,  conduct or defend any  litigation  under this Trust  Agreement or
otherwise or in relation to this Trust Agreement or any Basic  Document,  at the
request,  order  or  direction  of any of the  Certificateholders,  unless  such
Certificateholders  have  offered to the Owner  Trustee  security  or  indemnity
satisfactory  to it against  the costs,  expenses  and  liabilities  that may be
incurred by the Owner Trustee therein or thereby. The right of the Owner Trustee
to perform any  discretionary  act enumerated in this Trust  Agreement or in any
Basic Document shall not be construed as a duty, and the Owner Trustee shall not
be answerable for other than its negligence,  bad faith or willful misconduct in
the performance of any such act.

         Section 6.02. Furnishing of Documents.  The Owner Trustee shall furnish
to the  Securityholders  promptly upon receipt of a written  reasonable  request
therefor,  duplicates  or copies of all  reports,  notices,  requests,  demands,
certificates,  financial  statements and any other instruments  furnished to the
Trust under the Basic Documents.

     Section 6.03.  Representations  and  Warranties.  The Owner Trustee  hereby
represents   and   warrants   to  the   Depositor,   for  the   benefit  of  the
Certificateholders, that:
         (a) It is a banking  corporation duly organized and validly existing in
good  standing  under the laws of the State of  Delaware.  It has all  requisite
corporate  power and authority to execute,  deliver and perform its  obligations
under this Trust Agreement;

         (b) It has  taken all  corporate  action  necessary  to  authorize  the
execution and delivery by it of this Trust  Agreement,  and this Trust Agreement
will be executed and delivered by one of its officers who is duly  authorized to
execute and deliver this Trust Agreement on its behalf;

         (c)  Neither  the  execution  nor  the  delivery  by it of  this  Trust
Agreement,  nor the consummation by it of the transactions  contemplated  hereby
nor compliance by it with any of the terms or provisions  hereof will contravene
any federal or Delaware  law,  governmental  rule or  regulation  governing  the
banking or trust powers of the Owner Trustee or any judgment or order binding on
it, or  constitute  any  default  under its charter  documents  or bylaws or any
indenture, mortgage, contract, agreement or instrument to which it is a party or
by which any of its properties may be bound;

         (d) This Trust  Agreement,  assuming due  authorization,  execution and
delivery by the Owner Trustee and the Depositor,  constitutes a valid, legal and
binding  obligation of the Owner Trustee,  enforceable  against it in accordance
with  the  terms   hereof   subject  to   applicable   bankruptcy,   insolvency,
reorganization,   moratorium  and  other  laws  affecting  the   enforcement  of
creditors' rights generally and to general  principles of equity,  regardless of
whether such enforcement is considered in a proceeding in equity or at law;

         (e) The Owner  Trustee is not in default  with  respect to any order or
decree of any court or any order,  regulation  or demand of any Federal,  state,
municipal or governmental  agency,  which default might have  consequences  that
would  materially  and adversely  affect the  condition  (financial or other) or
operations  of the Owner Trustee or its  properties  or might have  consequences
that would materially adversely affect its performance hereunder; and

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         (f) No  litigation  is pending  or, to the best of the Owner  Trustee's
knowledge,  threatened  against  the Owner  Trustee  which  would  prohibit  its
entering into this Trust  Agreement or  performing  its  obligations  under this
Trust Agreement.

         Section 6.04. Reliance;  Advice of Counsel. (a) The Owner Trustee shall
incur no liability to anyone in acting upon any signature,  instrument,  notice,
resolution,  request,  consent,  order,  certificate,  report, opinion, bond, or
other  document or paper  believed by it to be genuine and  believed by it to be
signed by the proper party or parties.  The Owner Trustee may accept a certified
copy of a resolution  of the board of directors or other  governing  body of any
corporate  party as  conclusive  evidence  that  such  resolution  has been duly
adopted  by such body and that the same is in full force and  effect.  As to any
fact or  matter  the  method  of  determination  of  which  is not  specifically
prescribed  herein,  the Owner  Trustee  may for all  purposes  hereof rely on a
certificate,  signed by the president or any vice  president or by the treasurer
or other  authorized  officers of the relevant  party, as to such fact or matter
and such  certificate  shall constitute full protection to the Owner Trustee for
any action taken or omitted to be taken by it in good faith in reliance thereon.

         (b) In the exercise or administration of the Trust hereunder and in the
performance  of its duties and  obligations  under this Trust  Agreement  or the
Basic  Documents,  the Owner Trustee (i) may act directly or through its agents,
attorneys,  custodians or nominees  (including  persons  acting under a power of
attorney)  pursuant to agreements  entered into with any of them,  and the Owner
Trustee  shall not be liable  for the  conduct  or  misconduct  of such  agents,
attorneys,  custodians or nominees  (including  persons  acting under a power of
attorney)  if  such  persons  have  been  selected  by the  Owner  Trustee  with
reasonable  care,  and (ii) may  consult  with  counsel,  accountants  and other
skilled  persons to be selected with  reasonable  care and employed by it at the
expense of the Trust.  The Owner Trustee shall not be liable for anything  done,
suffered or omitted in good faith by it in accordance  with the written  opinion
or  advice  of any such  counsel,  accountants  or other  such  Persons  and not
contrary to this Trust Agreement or any Basic Document.

         Section 6.05. Not Acting in Individual Capacity.  Except as provided in
this Article VI, in accepting the trusts hereby created Wilmington Trust Company
acts solely as Owner Trustee hereunder and not in its individual  capacity,  and
all  Persons  having  any  claim  against  the  Owner  Trustee  by reason of the
transactions  contemplated  by this Trust  Agreement or any Basic Document shall
look only to the Owner Trust Estate for payment or satisfaction thereof.

         Section  6.06.  Owner  Trustee Not Liable for  Certificates  or Related
Documents. The recitals contained herein and in the Certificates (other than the
signatures  of the  Owner  Trustee  on the  Certificates)  shall be taken as the
statements of the Depositor, and the Owner Trustee assumes no responsibility for
the correctness  thereof.  The Owner Trustee makes no  representations as to the
validity or sufficiency of this Trust Agreement, of any Basic Document or of the
Certificates   (other  than  the   signatures   of  the  Owner  Trustee  on  the
Certificates) or the Notes, or of any Related Documents. The Owner Trustee shall
at no time have any  responsibility or liability with respect to the sufficiency
of the  Owner  Trust  Estate or its  ability  to  generate  the  payments  to be
distributed to Certificateholders  under this Trust Agreement or the Noteholders
under  the  Indenture,  including,  the  compliance  by  the  Depositor  or  the
Designated  Seller  with any  warranty  or  representation  made under any Basic
Document or in any related document or

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the  accuracy  of any such  warranty  or  representation,  or any  action of the
Certificate  Paying Agent,  the Certificate  Registrar or the Indenture  Trustee
taken in the name of the Owner Trustee.

         Section 6.07.  Owner Trustee May Own  Certificates and Notes. The Owner
Trustee in its  individual or any other capacity may become the owner or pledgee
of Certificates or Notes and may deal with the Depositor, the Designated Seller,
the  Certificate  Paying  Agent,  the  Certificate  Registrar  and the Indenture
Trustee  in  transactions  with the same  rights as it would have if it were not
Owner Trustee.

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                                   ARTICLE VII

                          Compensation of Owner Trustee

         Section 7.01.  Owner  Trustee's  Fees and  Expenses.  The Owner Trustee
shall receive as compensation for its services  hereunder such fees as have been
separately  agreed upon before the date hereof,  and the Owner  Trustee shall be
reimbursed for its reasonable  expenses hereunder and under the Basic Documents,
including  the  reasonable  compensation,  expenses  and  disbursements  of such
agents, representatives, experts and counsel as the Owner Trustee may reasonably
employ in  connection  with the exercise and  performance  of its rights and its
duties  hereunder  and under the Basic  Documents  which shall be payable by the
Master Servicer pursuant to Section 3.09 of the Servicing Agreement.

         Section  7.02.  Indemnification.  The  holder  of the  majority  of the
Certificate Percentage Interest of the Certificates shall indemnify,  defend and
hold harmless the Owner Trustee and its successors, assigns, agents and servants
(collectively,  the  "Indemnified  Parties")  from  and  against,  any  and  all
liabilities, obligations, losses, damages, taxes, claims, actions and suits, and
any and all reasonable costs,  expenses and disbursements  (including reasonable
legal  fees  and  expenses)  of any kind and  nature  whatsoever  (collectively,
"Expenses")  which may at any time be  imposed  on,  incurred  by,  or  asserted
against the Owner  Trustee or any  Indemnified  Party in any way  relating to or
arising  out of this  Trust  Agreement,  the Basic  Documents,  the Owner  Trust
Estate,  the  administration of the Owner Trust Estate or the action or inaction
of the Owner Trustee hereunder, provided, that:

                         (i)  the  holder  of the  majority  of the  Certificate
         Percentage  Interest  of the  Certificates  shall not be liable  for or
         required to indemnify an  Indemnified  Party from and against  Expenses
         arising  or  resulting  from the Owner  Trustee's  willful  misconduct,
         negligence  or  bad  faith  or  as a  result  of  any  inaccuracy  of a
         representation or warranty  contained in Section 6.03 expressly made by
         the Owner Trustee;

                        (ii) with  respect to any such  claim,  the  Indemnified
         Party shall have given the holder of the  majority  of the  Certificate
         Percentage Interest of the Certificates written notice thereof promptly
         after the Indemnified Party shall have actual knowledge thereof;

                       (iii) while maintaining control over its own defense, the
         holder of the[ majority of the Certificate  Percentage  Interest of the
         Certificates]  shall  consult with the  Indemnified  Party in preparing
         such defense; and

                        (iv)  notwithstanding  anything in this Agreement to the
         contrary,  the holder of the  majority  of the  Certificate  Percentage
         Interest of the Certificates  shall not be liable for settlement of any
         claim by an Indemnified Party entered into without the prior consent of
         the holder of the[majority of the  Certificate  Percentage  Interest of
         the Certificates which consent shall not be unreasonably withheld.

         The indemnities contained in this Section shall survive the resignation
or termination of the Owner Trustee or the termination of this Trust  Agreement.
In the event of any claim,  action or  proceeding  for which  indemnity  will be
sought pursuant to this Section 7.02, the Owner

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<PAGE>



Trustee's  choice of legal counsel,  if other than the legal counsel retained by
the Owner  Trustee in  connection  with the execution and delivery of this Trust
Agreement, shall be subject to the approval of the holder of the majority of the
Certificate Percentage Interest of the Certificates, which approval shall not be
unreasonably withheld. In addition, upon written notice to the Owner Trustee and
with the consent of the Owner Trustee  which  consent shall not be  unreasonably
withheld,  the holder of the majority of the Certificate  Percentage Interest of
the  Certificates  has the right to assume the  defense of any claim,  action or
proceeding against the Owner Trustee.

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                                  ARTICLE VIII

                         Termination of Trust Agreement

         Section 8.01. Termination of Trust Agreement.  (a) This Trust Agreement
(other  than  this  Article  VIII) and the Trust  shall  terminate  and be of no
further force or effect upon the earliest of (i) the final  distribution  of all
moneys or other  property or proceeds  of the Owner Trust  Estate in  accordance
with the terms of the Indenture and this Trust Agreement,  (ii) the Payment Date
in November  2011 (iii) or the purchase by the Master  Servicer of all Revolving
Credit  Loans  pursuant  to Section  8.08(a)  of the  Servicing  Agreement.  The
bankruptcy,    liquidation,    dissolution,   death   or   incapacity   of   any
Certificateholder shall not (x) operate to terminate this Trust Agreement or the
Trust or (y) entitle such Certificateholder's  legal representatives or heirs to
claim an  accounting  or to take any  action  or  proceeding  in any court for a
partition  or  winding  up of all or any part of the  Trust or the  Owner  Trust
Estate or (z) otherwise  affect the rights,  obligations  and liabilities of the
parties hereto.

         (b) Except as provided in Section 8.01(a), none of the Depositor or any
other Certif-icateholder shall be entitled to revoke or terminate the Trust.

         (c) Notice of any termination of the Trust, specifying the Payment Date
upon  which   Certificateholders  shall  surrender  their  Certificates  to  the
Certificate Paying Agent for payment of the final distribution and cancellation,
shall be given by the Certificate  Paying Agent by letter to  Certificateholders
and the Credit Enhancer mailed within five Business Days of receipt of notice of
such  termination  from the Owner Trustee,  stating (i) the Payment Date upon or
with  respect  to which  final  payment of the  Certificates  shall be made upon
presentation  and surrender of the Certificates at the office of the Certificate
Paying Agent therein  designated,  (ii) the amount of any such final payment and
(iii) that the Record Date  otherwise  applicable  to such  Payment  Date is not
applicable,  payments  being made only upon  presentation  and  surrender of the
Certificates at the office of the Certificate  Payment Agent therein  specified.
The Certificate Paying Agent shall give such notice to the Owner Trustee and the
Certificate  Registrar  at the time such notice is given to  Certificateholders.
Upon  presentation  and surrender of the  Certificates,  the Certificate  Paying
Agent shall cause to be distributed to Certificateholders  amounts distributable
on such Payment Date pursuant to Section 5.01.

         In the event  that all of the  Certificateholders  shall not  surrender
their  Certificates for cancellation  within six months after the date specified
in the above mentioned written notice, the Certificate Paying Agent shall give a
second written  notice to the remaining  Certificateholders  to surrender  their
Certificates for cancellation  and receive the final  distribution  with respect
thereto.  Subject to applicable laws with respect to escheat of funds, if within
one year  following the Payment Date on which final payment of the  Certificates
was to have been made pursuant to Section 3.10, all the  Certificates  shall not
have been surrendered for  cancellation,  the Certificate  Paying Agent may take
appropriate steps, or may appoint an agent to take appropriate steps, to contact
the remaining Certificateholders concerning surrender of their Certificates, and
the cost  thereof  shall be paid out of the funds and other  assets  that  shall
remain subject to this Trust  Agreement.  Any funds remaining in the Certificate
Distribution  Account after  exhaustion of such remedies shall be distributed by
the  Certificate  Paying Agent to the holder of the majority of the  Certificate
Percentage Interest of the Certificates.

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<PAGE>




         (d) Upon the  winding  up of the Trust and its  termination,  the Owner
Trustee  shall  cause  the  Certificate  of Trust to be  cancelled  by  filing a
certificate of  cancellation  with the Secretary of State in accordance with the
provisions of Section 3810(c) of the Business Trust Statute.



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                                   ARTICLE IX

             Successor Owner Trustees and Additional Owner Trustees

         Section 9.01.  Eligibility  Requirements  for Owner Trustee.  The Owner
Trustee shall at all times be a corporation satisfying the provisions of Section
3807(a) of the Business Trust Statute;  authorized to exercise  corporate  trust
powers;  having a  combined  capital  and  surplus of at least  $50,000,000  and
subject to  supervision  or  examination  by federal or state  authorities;  and
having (or having a parent that has) long term debt obligations with a rating of
at least A by  Moody's  and/or  Standard  & Poor's.  If such  corporation  shall
publish  reports  of  condition  at  least  annually  pursuant  to law or to the
requirements of the aforesaid  supervising or examining authority,  then for the
purpose of this Section,  the combined  capital and surplus of such  corporation
shall be deemed to be its combined  capital and surplus as set forth in its most
recent report of condition so  published.  In case at any time the Owner Trustee
shall cease to be eligible in  accordance  with the  provisions  of this Section
9.01,  the Owner  Trustee  shall resign  immediately  in the manner and with the
effect specified in Section 9.02.

         Section 9.02.  Replacement of Owner  Trustee.  The Owner Trustee may at
any time resign and be discharged  from the trusts  hereby  created by giving 30
days prior written notice thereof to the Credit Enhancer and the Depositor. Upon
receiving  such notice of  resignation,  the Indenture  Trustee  shall  promptly
appoint a successor  Owner Trustee with the consent of the Credit Enhancer which
will not be unreasonably withheld, by written instrument, in duplicate, one copy
of which instrument shall be delivered to the resigning Owner Trustee and to the
successor  Owner  Trustee.  If no  successor  Owner  Trustee  shall have been so
appointed and have accepted  appointment within 30 days after the giving of such
notice of  resignation,  the  resigning  Owner Trustee may petition any court of
competent jurisdiction for the appointment of a successor Owner Trustee.

         If at any  time  the  Owner  Trustee  shall  cease  to be  eligible  in
accordance  with the  provisions  of Section 9.01 and shall fail to resign after
written request therefor by the Indenture  Trustee,  or if at any time the Owner
Trustee  shall be  legally  unable  to act,  or shall be  adjudged  bankrupt  or
insolvent,  or a  receiver  of the Owner  Trustee  or of its  property  shall be
appointed,  or any  public  officer  shall  take  charge or control of the Owner
Trustee  or of its  property  or  affairs  for the  purpose  of  rehabilitation,
conservation  or  liquidation,  then the Indenture  Trustee may and shall at the
direction of the Credit  Enhancer  remove the Owner  Trustee.  If the  Indenture
Trustee shall remove the Owner  Trustee  under the authority of the  immediately
preceding  sentence,  the Indenture  Trustee shall promptly  appoint a successor
Owner  Trustee  acceptable  to the Credit  Enhancer  by written  instrument,  in
duplicate, one copy of which instrument shall be delivered to the outgoing Owner
Trustee so removed and one copy to the successor  Owner  Trustee,  and shall pay
all fees owed to the outgoing Owner Trustee.

         Any  resignation  or removal of the Owner Trustee and  appointment of a
successor Owner Trustee  pursuant to any of the provisions of this Section shall
not become  effective  until  acceptance of appointment  by the successor  Owner
Trustee  pursuant to Section 9.03 and payment of all fees and  expenses  owed to
the outgoing Owner Trustee.


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<PAGE>



         Section 9.03.  Successor  Owner  Trustee.  Any successor  Owner Trustee
appointed pursuant to Section 9.02 shall execute, acknowledge and deliver to the
Indenture Trustee and to its predecessor  Owner Trustee an instrument  accepting
such appointment  under this Trust  Agreement,  and thereupon the resignation or
removal of the  predecessor  Owner  Trustee  shall  become  effective,  and such
successor  Owner  Trustee,  without any further act, deed or  conveyance,  shall
become fully vested with all the rights,  powers,  duties and obligations of its
predecessor under this Trust Agreement,  with like effect as if originally named
as Owner Trustee.  The predecessor  Owner Trustee shall upon payment of its fees
and expenses deliver to the successor Owner Trustee all documents and statements
and monies  held by it under this Trust  Agreement;  and the  predecessor  Owner
Trustee shall execute and deliver such  instruments  and do such other things as
may reasonably be required for fully and certainly vesting and confirming in the
successor Owner Trustee all such rights, powers, duties and obligations.

         No successor Owner Trustee shall accept appointment as provided in this
Section 9.03 unless at the time of such  acceptance such successor Owner Trustee
shall be eligible pursuant to Section 9.01.

         Upon acceptance of appointment by a successor Owner Trustee pursuant to
this  Section  9.03,  the  Indenture  Trustee  shall mail notice  thereof to all
Certificateholders,  the  Indenture  Trustee,  the  Noteholders  and the  Rating
Agencies. If the Indenture Trustee shall fail to mail such notice within 10 days
after  acceptance  of such  appointment  by the  successor  Owner  Trustee,  the
successor  Owner  Trustee shall cause such notice to be mailed at the expense of
the Indenture Trustee.

         Section 9.04. Merger or Consolidation of Owner Trustee. Any Person into
which the Owner  Trustee  may be merged  or  converted  or with  which it may be
consolidated,   or  any  Person   resulting  from  any  merger,   conversion  or
consolidation  to which  the  Owner  Trustee  shall be a  party,  or any  Person
succeeding to all or  substantially  all of the corporate  trust business of the
Owner Trustee,  shall be the successor of the Owner Trustee  hereunder,  without
the execution or filing of any  instrument or any further act on the part of any
of  the  parties  hereto,  anything  herein  to  the  contrary  notwithstanding;
provided,  that such  Person  shall be eligible  pursuant  to Section  9.01 and,
provided,  further,  that the Owner  Trustee shall mail notice of such merger or
consolidation to the Rating Agencies.

         Section  9.05.   Appointment   of   Co-Trustee  or  Separate   Trustee.
Notwithstanding  any other provisions of this Trust Agreement,  at any time, for
the purpose of meeting any legal  requirements of any  jurisdiction in which any
part of the Owner  Trust  Estate may at the time be located,  the Owner  Trustee
shall have the power and shall  execute and deliver all  instruments  to appoint
one or more Persons to act as co-trustee,  jointly with the Owner Trustee, or as
separate trustee or trustees,  of all or any part of the Owner Trust Estate, and
to vest in such Person,  in such  capacity,  such title to the Trust or any part
thereof  and,  subject to the other  provisions  of this  Section,  such powers,
duties,  obligations,  rights  and  trusts as the  Owner  Trustee  may  consider
necessary or  desirable.  No  co-trustee  or separate  trustee  under this Trust
Agreement  shall be  required  to meet the terms of  eligibility  as a successor
Owner Trustee  pursuant to Section 9.01 and no notice of the  appointment of any
co-trustee or separate trustee shall be required pursuant to Section 9.03.


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

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

         (b) No trustee under this Trust Agreement shall be personally liable by
reason of any act or omission of any other trustee  under this Trust  Agreement;
and

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

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

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                                                         30

<PAGE>



                                    ARTICLE X

                                  Miscellaneous

         Section 10.01. Amendments. (a) This Trust Agreement may be amended from
time to time by the parties hereto as specified in this Section 10.01,  provided
that any amendment, except as provided in subparagraph (e) below, be accompanied
by an Opinion of Counsel, to the Owner Trustee to the effect that such amendment
(i)  complies  with the  provisions  of this Section and (ii) will not cause the
Trust to be subject to an entity level tax.

         (b) If the purpose of the amendment (as detailed therein) is to correct
any mistake,  eliminate any  inconsistency,  cure any ambiguity or deal with any
matter not covered (i.e. to give effect to the intent of the parties),  it shall
not be  necessary to obtain the consent of any  Holders,  but the Owner  Trustee
shall be furnished with (A) a letter from the Rating Agencies that the amendment
will not result in the  downgrading or withdrawal of the rating then assigned to
any Security if determined without regard to the Credit  Enhancement  Instrument
and (B) an Opinion of Counsel to the effect that such action will not  adversely
affect in any material respect the interests of any Holders,  and the consent of
the Credit Enhancer shall be obtained.

         (c) If the purpose of the amendment is to prevent the imposition of any
federal  or state  taxes at any time  that any  Security  is  outstanding  (i.e.
technical  in nature),  it shall not be  necessary  to obtain the consent of any
Holder, but the Owner Trustee shall be furnished with an Opinion of Counsel that
such  amendment is necessary or helpful to prevent the  imposition of such taxes
and is not  materially  adverse  to any  Holder  and the  consent  of the Credit
Enhancer shall be obtained.

         (d) If the purpose of the  amendment  is to add or  eliminate or change
any provision of the Trust  Agreement  other than as contemplated in (b) and (c)
above, the amendment shall require (A) the consent of the Credit Enhancer and an
Opinion of Counsel to the effect that such action will not  adversely  affect in
any  material  respect the  interests of any Holders and (B) either (a) a letter
from the Rating Agency that the amendment will not result in the  downgrading or
withdrawal  of the rating then  assigned to any security if  determined  without
regard to the Credit  Enhancement  Instrument  or (b) the  consent of Holders of
Certificates  evidencing a majority of the Security  Balance of the Certificates
and the Indenture Trustee;  provided,  however, that no such amendment shall (i)
reduce in any manner the  amount of, or delay the timing of,  payments  received
that are required to be  distributed on any  Certificate  without the consent of
the  related  Certificateholder  and the  Credit  Enhancer,  or (ii)  reduce the
aforesaid  percentage  of  Certificates  the  Holders of which are  required  to
consent to any such  amendment,  without  the consent of the Holders of all such
Certificates then outstanding.

         (e) If the  purpose of the  amendment  is to provide for the holding of
any of the  Certificates  in  book-entry  form,  it shall require the consent of
Holders of all such Certificates then outstanding; provided, that the Opinion of
Counsel specified in subparagraph (a) above shall not be required.

     (f) If the  purpose of the  amendment  is to provide  for the  issuance  of
additional  certificates  representing an interest in the Trust, it shall not be
necessary to obtain the consent
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                                                         31

<PAGE>



of any Holder,  but the Owner Trustee shall be furnished  with (A) an Opinion of
Counsel to the effect that such action will not adversely affect in any material
respect the  interests of any Holders and (B) a letter from the Rating  Agencies
that the  amendment  will not result in the  downgrading  or  withdrawal  of the
rating then assigned to any Security, if determined without regard to the Credit
Enhancement Instrument and the consent of the Credit Enhancer shall be obtained.

         (g) Promptly after the execution of any such amendment or consent,  the
Owner  Trustee  shall  furnish  written  notification  of the  substance of such
amendment  or consent to each  Certificateholder,  the  Indenture  Trustee,  the
Credit Enhancer and each of the Rating  Agencies.  It shall not be necessary for
the consent of  Certificateholders  or the  Indenture  Trustee  pursuant to this
Section  10.01 to approve  the  particular  form of any  proposed  amendment  or
consent,  but it shall be sufficient if such consent shall approve the substance
thereof.  The manner of  obtaining  such  consents  (and any other  consents  of
Certificateholders  provided  for in this Trust  Agreement or in any other Basic
Document)  and of  evidencing  the  authorization  of the  execution  thereof by
Certificateholders shall be subject to such reasonable requirements as the Owner
Trustee may prescribe.

         (h) In connection  with the execution of any amendment to any agreement
to which  the  Trust is a party,  other  than this  Trust  Agreement,  the Owner
Trustee  shall be entitled to receive and  conclusively  rely upon an Opinion of
Counsel to the effect that such  amendment  is  authorized  or  permitted by the
documents  subject to such  amendment and that all  conditions  precedent in the
Basic Documents for the execution and delivery thereof by the Trust or the Owner
Trustee, as the case may be, have been satisfied.

         Promptly  after the  execution of any amendment to the  Certificate  of
Trust,  the Owner  Trustee  shall  cause the filing of such  amendment  with the
Secretary of State of the State of Delaware.

         Section   10.02.   No  Legal   Title  to  Owner   Trust   Estate.   The
Certificateholders  shall not have  legal  title to any part of the Owner  Trust
Estate. The  Certificateholders  shall be entitled to receive distributions with
respect to their undivided  beneficial  interest therein only in accordance with
Articles V and VIII.  No  transfer,  by operation  of law or  otherwise,  of any
right,  title or interest of the  Certificateholders  to and in their  ownership
interest  in the Owner  Trust  Estate  shall  operate  to  terminate  this Trust
Agreement or the trusts  hereunder or entitle any transferee to an accounting or
to the transfer to it of legal title to any part of the Owner Trust Estate

         Section  10.03.  Limitations  on Rights of Others.  Except for  Section
2.07, the  provisions of this Trust  Agreement are solely for the benefit of the
Owner Trustee, the Depositor,  the Certificateholders,  the Credit Enhancer and,
to  the  extent  expressly  provided  herein,  the  Indenture  Trustee  and  the
Noteholders,  and nothing in this Trust  Agreement  (other than  Section  2.07),
whether  express or implied,  shall be construed to give to any other Person any
legal or equitable right,  remedy or claim in the Owner Trust Estate or under or
in respect of this Trust  Agreement or any  covenants,  conditions or provisions
contained herein.


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                                                         32

<PAGE>



         Section 10.04.  Notices.  (a) Unless otherwise  expressly  specified or
permitted  by the terms  hereof,  all  notices  shall be in writing and shall be
deemed given upon receipt , if to the Owner Trustee,  addressed to the Corporate
Trust Office;  if to the Depositor,  addressed to Residential  Funding  Mortgage
Securities II, Inc., 8400 Normandale  Lake  Boulevard,  Suite 700,  Minneapolis,
Minnesota  55437;  if to the  Credit  Enhancer,  addressed  to  Ambac  Assurance
Corporation,  One State  Street  Plaza,  17th Floor,  New York,  New York 10004:
Attention:  Howard  Pfeffer,  if to the Rating  Agencies,  addressed  to Moody's
Investors  Service,  Inc., 99 Church Street, 4th Floor, New York, New York 10001
and Standard & Poor's Ratings Services,  26 Broadway,  15th Floor, New York, New
York 10004, Attention: Structured Finance Department - MBS or, as to each party,
at such other address as shall be  designated by such party in a written  notice
to each other party.

         (b) Any notice required or permitted to be given to a Certificateholder
shall be given by  first-class  mail,  postage  prepaid,  at the address of such
Holder as shown in the  Certificate  Register.  Any notice so mailed  within the
time prescribed in this Trust  Agreement shall be conclusively  presumed to have
been duly given, whether or not the Certificateholder receives such notice.

     (c) A copy of any notice  delivered to the Owner Trustee or the Trust shall
also be delivered to the Depositor.
         Section 10.05. Severability. Any provision of this Trust Agreement that
is  prohibited  or  unenforceable   in  any  jurisdiction   shall,  as  to  such
jurisdiction,   be   ineffective   to  the   extent  of  such   prohibition   or
unenforceability  without  invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.

         Section  10.06.  Separate  Counterparts.  This Trust  Agreement  may be
executed by the parties hereto in separate  counterparts,  each of which when so
executed and delivered  shall be an original,  but all such  counterparts  shall
together constitute but one and the same instrument.

         Section 10.07. Successors and Assigns. All representations, warranties,
covenants and  agreements  contained  herein shall be binding upon, and inure to
the benefit of, each of the Depositor,  the Owner Trustee and its successors and
each  Certificateholder  and its successors and permitted assigns, all as herein
provided and the Credit  Enhancer.  Any  request,  notice,  direction,  consent,
waiver  or other  instrument  or action by a  Certificateholder  shall  bind the
successors and assigns of such Certificateholder.

         Section 10.08.  No Petition.  The Owner Trustee,  by entering into this
Trust Agreement and each Certificateholder,  by accepting a Certificate,  hereby
covenant  and  agree  that  they  will not at any  time  institute  against  the
Depositor or the Trust, or join in any institution  against the Depositor or the
Trust of, any  bankruptcy  proceedings  under any United States federal or state
bankruptcy  or  similar  law  in  connection   with  any   obligations   to  the
Certificates, the Notes, this Trust Agreement or any of the Basic Documents.

     Section  10.09.  No  Recourse.   Each   Certificateholder  by  accepting  a
Certificate  acknowledges that such  Certificateholder's  Certificates represent
beneficial interests in the Trust
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                                                         33

<PAGE>



only and do not represent  interests in or  obligations  of the  Depositor,  the
Designated  Seller,  the Owner Trustee,  the Indenture  Trustee or any Affiliate
thereof and no recourse may be had against such parties or their assets,  except
as may be  expressly  set forth or  contemplated  in this Trust  Agreement,  the
Certificates or the Basic Documents.

     Section 10.10.  Headings. The headings of the various Articles and Sections
herein are for  convenience  of reference only and shall not define or limit any
of the terms or provisions hereof.
         Section 10.11.  GOVERNING LAW. THIS TRUST  AGREEMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE,  WITHOUT  REFERENCE TO ITS
CONFLICT OF LAW  PROVISIONS,  AND THE  OBLIGATIONS,  RIGHTS AND  REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         Section 10.12. Integration. This Trust Agreement constitutes the entire
agreement  among the parties hereto  pertaining to the subject matter hereof and
supersedes all prior agreements and understanding pertaining thereto.

         Section  10.13.  Rights  of  Credit  Enhancer  To  Exercise  Rights  of
Certificateholders.  By accepting its Certificate, each Certificateholder agrees
that unless a Credit Enhancer Default exists, the Credit Enhancer shall have the
right to  exercise  all rights of the  Certificateholders  under this  Agreement
without any further consent of the Certificateholders.

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                                                         34

<PAGE>



         IN WITNESS  WHEREOF,  the  Depositor  and the Owner Trustee have caused
their names to be signed  hereto by their  respective  officers  thereunto  duly
authorized, all as of the day and year first above written.

                          RESIDENTIAL FUNDING MORTGAGE
                               SECURITIES II, INC.


                                            By:
                                               Name:          Diane Wold
                                               Title:         Vice President


                                            WILMINGTON TRUST COMPANY, not in its
                                            individual  capacity  but  solely as
                                            Owner  Trustee,  except with respect
                                            to    the     representations    and
                                            warranties contained in Section 6.03
                                            hereof,


                                            By:
                                               Name:
                                               Title:


Acknowledged and Agreed:

The Chase Manhattan Bank
         Indenture Trustee, as Certificate
         Registrar and Certificate
         Paying Agent



By:
   Name:          Regina Bishop
   Title:         Vice President

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                                                         35

<PAGE>



                                    EXHIBIT A

                               FORM OF CERTIFICATE


                  THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO
THE TERM NOTES AND THE VARIABLE FUNDING NOTES AS DESCRIBED IN THE
AGREEMENT (AS DEFINED HEREIN).

                  [THIS CERTIFICATE IS NOT TRANSFERABLE EXCEPT UPON
SATISFACTION OF THE CONDITIONS IN SECTION [3.12(b)] [3.13(b)] OF THE TRUST
AGREEMENT.]

                  [THIS CERTIFICATE IS ISSUED IN THE CERTIFICATE PERCENTAGE
INTEREST BELOW; HOWEVER, THE CERTIFICATE PERCENTAGE INTEREST OF
THIS CERTIFICATE MAY CHANGE IN ACCORDANCE WITH SECTION 3.12 OF THE
AGREEMENT.  THE HOLDER OF THIS CERTIFICATE HEREBY CONSENTS TO ANY
CHANGE IN ITS CERTIFICATE PERCENTAGE INTEREST IN ACCORDANCE WITH
SUCH SECTION.]

                  THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS OF ANY STATE AND
MAY NOT BE RESOLD OR  TRANSFERRED  UNLESS IT IS REGISTERED  PURSUANT TO SUCH ACT
AND  LAWS OR IS SOLD OR  TRANSFERRED  IN  TRANSACTIONS  WHICH  ARE  EXEMPT  FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE  WITH THE  PROVISIONS  OF SECTION 3.05 OF THE TRUST  AGREEMENT  ("THE
AGREEMENT").

                  NO  TRANSFER  OF THIS  CERTIFICATE  SHALL BE MADE  UNLESS  THE
CERTIFICATE  REGISTRAR  SHALL HAVE RECEIVED EITHER (i) A  REPRESENTATION  LETTER
FROM THE TRANSFEREE OF THIS  CERTIFICATE  TO THE EFFECT THAT SUCH  TRANSFEREE IS
NOT AN EMPLOYEE BENEFIT PLAN SUBJECT TO THE PROHIBITED TRANSACTION  RESTRICTIONS
AND THE FIDUCIARY RESPONSIBILITY  REQUIREMENTS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY  ACT OF 1974,  AS AMENDED  ("ERISA"),  OR SECTION  4975 OF THE INTERNAL
REVENUE CODE OF 1986 (THE "CODE"), ANY PERSON ACTING, DIRECTLY OR INDIRECTLY, ON
BEHALF OF ANY SUCH PLAN OR ANY PERSON USING "PLAN ASSETS," WITHIN THE MEANING OF
THE DEPARTMENT OF LABOR REGULATION AT 29 C.F.R.  ss.2510.3-101,  TO ACQUIRE THIS
CERTIFICATE  (COLLECTIVELY A "PLAN  INVESTOR"),  OR (ii) IF THIS  CERTIFICATE IS
PRESENTED  FOR  REGISTRATION  IN THE  NAME OF A PLAN  INVESTOR,  AN  OPINION  OF
COUNSEL, OR A CERTIFICATION IN THE FORM OF EXHIBIT G TO THE AGREEMENT IN LIEU OF
SUCH  OPINION OF  COUNSEL,  TO THE EFFECT  THAT THE  PURCHASE OR HOLDING OF THIS
CERTIFICATE IS PERMISSIBLE  UNDER  APPLICABLE LAW, WILL NOT CONSTITUTE OR RESULT
IN A PROHIBITED TRANSACTION UNDER SECTION 406 OF ERISA OR SECTION 4975 OF

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<PAGE>



THE CODE (OR COMPARABLE  PROVISIONS OF ANY SUBSEQUENT  ENACTMENTS)  AND WILL NOT
SUBJECT THE COMPANY,  THE OWNER TRUSTEE,  THE MASTER SERVICER OR THE CERTIFICATE
REGISTRAR TO ANY OBLIGATION OR LIABILITY IN ADDITION TO THOSE  UNDERTAKEN IN THE
AGREEMENT.

                  THE TRANSFEREE OF THIS CERTIFICATE  SHALL BE SUBJECT TO UNITED
STATES  FEDERAL  WITHHOLDING  TAX UNLESS THE  CERTIFICATE  REGISTRAR  SHALL HAVE
RECEIVED A CERTIFICATE OF NON-FOREIGN  STATUS  CERTIFYING AS TO THE TRANSFEREE'S
STATUS AS A U.S. PERSON OR CORPORATION OR PARTNERSHIP UNDER U.S. LAW.

                  THIS   CERTIFICATE  DOES  NOT  REPRESENT  AN  INTEREST  IN  OR
OBLIGATION  OF THE SELLER,  THE  COMPANY,  THE MASTER  SERVICER,  THE  INDENTURE
TRUSTEE, OR THE OWNER TRUSTEE OR ANY OF THEIR RESPECTIVE  AFFILIATES,  EXCEPT AS
EXPRESSLY PROVIDED IN THE AGREEMENT OR THE BASIC DOCUMENTS.

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                                       A-2

<PAGE>



Certificate No. ____

Date of Trust Agreement
and Cut-off Date:
August 28, 1997

First Payment Date:            Certificate Percentage Interest of
September ___, 1997            this Certificate:  ____________%]


Assumed Final Payment Date:    CUSIP [_____]



                       HOME EQUITY LOAN-BACKED CERTIFICATE
                               SERIES 1997-GMACM4


         evidencing a fractional  undivided  interest in the Owner Trust Estate,
the property of which consists primarily of the Revolving Credit Loans,  created
by RESIDENTIAL  FUNDING  MORTGAGE  SECURITIES II, INC.  (hereinafter  called the
"Company," which term includes any successor entity under the Agreement referred
to below).

                  This  Certificate  is  payable  solely  from the assets of the
Owner Trust  Estate,  and does not represent an obligation of or interest in the
Company,  the Seller,  the Master  Servicer,  the Indenture  Trustee,  the Owner
Trustee  or  GMAC  Mortgage  Group,  Inc.  or  any  of  their  affiliates.  This
Certificate  is  not  guaranteed  or  insured  by  any  governmental  agency  or
instrumentality  or by  the  Company,  the  Seller,  the  Master  Servicer,  the
Indenture  Trustee,  the Owner  Trustee or GMAC Mortgage  Group,  Inc. or any of
their  affiliates.  None of the Company,  the Seller,  the Master Servicer,  the
Indenture Trustee, the Owner Trustee,  GMAC Mortgage Group, Inc. or any of their
affiliates  will have any  obligation  with respect to any  certificate or other
obligation secured by or payable from payments on the Certificates.

                  This certifies  that [name of Holder] is the registered  owner
of the Security Balance  evidenced by this Certificate (as set forth on the face
hereof)  in  certain  distributions  with  respect  to the Owner  Trust  Estate,
consisting  primarily of the  Revolving  Credit  Loans,  created by  Residential
Funding  Mortgage  Securities II, Inc. The Trust (as defined herein) was created
pursuant  to a  Trust  Agreement  dated  as  specified  above  (as  amended  and
supplemented  from  time to time,  the  "Agreement")  between  the  Company  and
Wilmington  Trust  Company,  as owner trustee (the "Owner  Trustee,"  which term
includes any successor entity under the Agreement),  a summary of certain of the
pertinent provisions of which is set forth hereafter.  To the extent not defined
herein,  the  capitalized  terms used herein have the  meanings  assigned in the
Agreement.  This  Certificate  is issued  under  and is  subject  to the  terms,
provisions  and conditions of the  Agreement,  to which  Agreement the Holder of
this  Certificate by virtue of the  acceptance  hereof assents and by which such
Holder is bound.


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                                       A-3

<PAGE>



                  Pursuant to the terms of the Agreement, a distribution will be
made on the 20th day of each month or, if such 20th day is not a  Business  Day,
the Business Day immediately  following (the "Payment Date"),  commencing on the
first Payment Date specified above, to the Person in whose name this Certificate
is  registered  at the close of business on the last day (or if such last day is
not a Business Day, the Business Day immediately preceding such last day) of the
month immediately  preceding the month of such distribution (the "Record Date"),
in an amount equal to the pro rata portion evidenced by this Certificate  (based
on the  Certificate  Percentage  Interest  stated  on the  face  hereon)  of the
Certificate  Distribution  Amount, if any, required to be distributed to Holders
of Certificates on such Payment Date.  Distributions on this Certificate will be
made as  provided  in the  Agreement  by the  Certificate  Paying  Agent by wire
transfer or check mailed to the  Certificateholder  of record in the Certificate
Register without the presentation or surrender of this Certificate or the making
of any notation hereon.

                  Except   as   otherwise   provided   in  the   Agreement   and
notwithstanding  the above,  the final  distribution on this Certificate will be
made after due notice by the  Certificate  Paying  Agent of the pendency of such
distribution and only upon presentation and surrender of this Certificate at the
office or agency maintained by the Certificate Registrar for that purpose in the
City and State of New York. The initial  Security Balance of this Certificate is
set forth above.  The Security  Balance  hereof will be reduced to the extent of
the distributions allocable to principal.

                  No  transfer  of this  Certificate  will be made  unless  such
transfer is exempt from the  registration  requirements of the Securities Act of
1933,  as  amended,  and  any  applicable  state  securities  laws or is made in
accordance  with said Act and laws.  In the event that such a transfer  is to be
made,  (i) the  Certificate  Registrar  or the Company may require an opinion of
counsel acceptable to and in form and substance  satisfactory to the Certificate
Registrar  and  the  Company  that  such  transfer  is  exempt  (describing  the
applicable  exemption and the basis  therefor) from or is being made pursuant to
the registration  requirements of the Securities Act of 1933, as amended, and of
any  applicable  statute of any state and (ii) the  transferee  shall execute an
investment  letter  in  the  form  described  in the  Agreement  and  (iii)  the
Certificate  Registrar  shall  require the  transferee  to execute an investment
letter and a  Certificate  of  Non-Foreign  Status in the form  described by the
Agreement (or if a Certificate of Non-Foreign Status is not provided, an Opinion
of  Counsel  as  described  in  the  Agreement),  which  investment  letter  and
certificate or Opinion of Counsel shall not be at the expense of the Trust,  the
Owner  Trustee,  the  Certificate  Registrar or the Company.  The Holder  hereof
desiring to effect such transfer shall,  and does hereby agree to, indemnify the
Trust, the Owner Trustee,  the Company,  the Master Servicer and the Certificate
Registrar against any liability that may result if the transfer is not so exempt
or is not made in  accordance  with such federal and state laws.  In  connection
with any such transfer,  the Certificate Registrar (unless otherwise directed by
the Company) will also require either (i) a representation  letter,  in the form
as described by the  Agreement,  stating that the  transferee is not an employee
benefit or other plan subject to the prohibited transaction  restrictions or the
fiduciary  responsibility  requirements  of  ERISA or  Section  4975 of the Code
("Plan"), any person acting, directly or indirectly,  on behalf of any such plan
or any person using the "plan  assets,"  within the meaning of the Department of
Labor  regulations  at 29  C.F.R.  ss.2510.3-101,  to  effect  such  acquisition
(collectively, a "Plan Investor") or (ii) if such transferee is a Plan Investor,
an opinion of counsel  acceptable to and in form and substance  satisfactory  to
the  Company,  the  Owner  Trustee,  the  Master  Servicer  and the  Certificate
Registrar,  or a certification in the form of Exhibit G to the Agreement, to the
effect that the purchase or holding of the Certificate is

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                                       A-4

<PAGE>



permissible  under applicable law, will not constitute or result in a prohibited
transaction  under  Section  406 of  ERISA  or  Section  4975  of the  Code  (or
comparable  provisions of any  subsequent  enactments)  and will not subject the
Company, the Owner Trustee, the Master Servicer or the Certificate  Registrar to
any obligation or liability in addition to those undertaken in the Agreement.

                  This  Certificate  is  one  of  a  duly  authorized  issue  of
Certificates  designated as Home Equity  Loan-Backed  Certificates of the Series
specified hereon (herein collectively called the "Certificates"). All terms used
in this  Certificate  which are defined in the Agreement shall have the meanings
assigned to them in the Agreement.

                  The Certificateholder,  by its acceptance of this Certificate,
agrees  that it will  look  solely to the funds on  deposit  in the  Certificate
Distribution  Account that have been released from the Lien of the Indenture for
payment hereunder and that neither the Owner Trustee in its individual  capacity
nor the Company is personally  liable to the  Certificateholders  for any amount
payable under this Certificate or the Agreement or, except as expressly provided
in the Agreement, subject to any liability under the Agreement.

                  The Holder of this  Certificate  acknowledges  and agrees that
its  rights  to  receive  distributions  in  respect  of  this  Certificate  are
subordinated  to the rights of the  Noteholders  as described in the  Indenture,
dated as of August 28, 1997  between  Home  Equity Loan Trust 1997-  GMACM4 (the
"Trust") and The Chase Manhattan Bank, as Indenture Trustee (the "Indenture").

                  Each  Certificateholder,  by its  acceptance of a Certificate,
covenants and agrees that such  Certificateholder will not at any time institute
against the Company, or join in any institution against the Company or the Trust
of, any  bankruptcy,  reorganization,  arrangement,  insolvency  or  liquidation
proceedings,  or other  proceedings  under any  United  States  federal or state
bankruptcy or similar law in  connection  with any  obligations  relating to the
Certificates, the Notes, the Agreement or any of the Basic Documents.

                  The  Agreement  permits  the  amendment  thereof as  specified
below,  provided that any amendment be  accompanied by the consent of the Credit
Enhancer and an Opinion of Counsel to the Owner  Trustee to the effect that such
amendment  complies with the  provisions of the Agreement and will not cause the
Trust to be subject to an entity  level tax. If the purpose of the  amendment is
to correct any mistake, eliminate any inconsistency,  cure any ambiguity or deal
with any matter not covered,  it shall not be necessary to obtain the consent of
any Holder,  but the Owner  Trustee  shall be  furnished  with a letter from the
Rating  Agencies  that the  amendment  will not  result  in the  downgrading  or
withdrawal  of the rating then  assigned to any Security if  determined  without
regard to the  Credit  Enhancement  Instrument  and the  counsel  of the  Credit
Enhancer  shall be obtained.  If the purpose of the  amendment is to prevent the
imposition  of any  federal  or state  taxes at any time  that any  Security  is
outstanding,  it shall not be necessary to obtain the consent of the any Holder,
but the Owner  Trustee  shall be furnished  with an Opinion of Counsel that such
amendment is necessary or helpful to prevent the imposition of such taxes and is
not  materially  adverse to any Holder  and the  consent of the Credit  Enhancer
shall be  obtained.  If the purpose of the  amendment  is to add or eliminate or
change any provision of the Agreement,  other than as specified in the preceding
two sentences,  the amendment  shall require either (a) a letter from the Rating
Agencies that the amendment will not result in the downgrading

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                                       A-5

<PAGE>



or withdrawal of the rating then assigned to any Security, if determined without
regard to the Credit  Enhancement  Instrument or (b) the consent of Holders of a
majority of the Certificate  Percentage  Interests of the  Certificates  and the
Indenture Trustee; provided, however, that no such amendment shall (i) reduce in
any  manner  the amount  of, or delay the time of,  payments  received  that are
required to be distributed on any Certificate without the consent of the related
Certificateholder  and  the  Credit  Enhancer,  or  (ii)  reduce  the  aforesaid
percentage of  Certificates  the Holders of which are required to consent to any
such amendment  without the consent of the Holders of all such Certificates then
outstanding.

                  As   provided  in  the   Agreement   and  subject  to  certain
limitations  therein set forth, the transfer of this Certificate is registerable
in the Certificate  Register upon surrender of this Certificate for registration
of transfer at the offices or agencies of the Certificate  Registrar  maintained
in the City and  State of New  York,  accompanied  by a  written  instrument  of
transfer in form satisfactory to the Certificate  Registrar duly executed by the
Holder  hereof  or such  Holder's  attorney  duly  authorized  in  writing,  and
thereupon one or more new  Certificates of authorized  denominations  evidencing
the same Class and aggregate  Certificate  Percentage Interest will be issued to
the designated transferee. The initial Certificate Registrar appointed under the
Agreement is the Owner Trustee.

                  Except as  provided in the  Agreement,  the  Certificates  are
issuable  only in minimum  denominations  of a 10.0000%  Certificate  Percentage
Interest and in integral multiples of a 0.0001% Certificate  Percentage Interest
in  excess  thereof.  As  provided  in the  Agreement  and  subject  to  certain
limitations  therein  set  forth,  the  Certificates  are  exchangeable  for new
Certificates   of   authorized   denominations,   as  requested  by  the  Holder
surrendering the same. This Certificate is issued in the Certificate  Percentage
Interest above; however, the Certificate Percentage Interest of this Certificate
may change in accordance with Section 3.12 of the Agreement.  The Holder of this
Certificate hereby consents to any change in its Certificate Percentage Interest
in accordance with such Section.

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

                  The  Owner  Trustee,   the  Certificate   Paying  Agent,   the
Certificate Registrar and any agent of the Owner Trustee, the Certificate Paying
Agent,  or the  Certificate  Registrar  may treat the  Person in whose name this
Certificate is registered as the owner hereof for all purposes,  and none of the
Owner Trustee,  the Certificate  Paying Agent, the Certificate  Registrar or any
such agent shall be affected by any notice to the contrary.

                  This  Certificate  shall  be  governed  by  and  construed  in
accordance with the laws of the State of Delaware.

                  The  obligations  created by the  Agreement  in respect of the
Certificates  and the Trust created thereby shall terminate upon the earliest of
(i) the final  distribution  of all moneys or other  property or proceeds of the
Owner  Trust  Estate  in  accordance  with the  terms of the  Indenture  and the
Agreement, (ii) the Payment Date in ___________ 20___ or (iii) the purchase

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                                       A-6

<PAGE>



by the Master Servicer of all Revolving Credit Loans pursuant to Section 9.08(a)
of the Servicing Agreement.

                  Unless the  certificate  of  authentication  hereon shall have
been  executed  by  an  authorized   officer  of  the  Owner   Trustee,   or  an
authenticating agent by manual signature, this Certificate shall not be entitled
to any benefit under the Agreement or be valid for any purpose.

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                                       A-7

<PAGE>



                  IN WITNESS WHEREOF,  the Owner Trustee, on behalf of the Trust
and not in its  individual  capacity,  has caused  this  Certificate  to be duly
executed.


                              HOME EQUITY LOAN
                              TRUST 1997-GMACM4

                              by    WILMINGTON TRUST COMPANY, not in
                                    its individual capacity but solely as Owner
                                    Trustee



Dated:
                                    Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

This is one of the Certificates referred to in the within mentioned Agreement.


WILMINGTON TRUST COMPANY,
not in its individual capacity
but solely as Owner Trustee


By:______________________________
           Authorized Signatory



or __________________________________,
         as Authenticating Agent of the Trust


By:______________________________
           Authorized Signatory

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                                       A-8

<PAGE>



                                   ASSIGNMENT


 FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE




(Please print or type name and address, including postal zip code, of assignee)



the within Certificate, and all rights thereunder, hereby irrevocably
 constituting and appointing



to transfer said  Certificate on the books of the  Certificate  Registrar,  with
full power of substitution in the premises.


Dated:

                        __________________________________________*/
                                    Signature Guaranteed:


                                ____________________________*/


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

*/ NOTICE:  The signature to this assignment must correspond with the name as it
appears upon the face of the within  Certificate  in every  particular,  without
alteration,   enlargement  or  any  change  whatever.  Such  signature  must  be
guaranteed by a member firm of the New York Stock Exchange or a commercial  bank
or trust company.



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                                       A-9

<PAGE>




                            DISTRIBUTION INSTRUCTIONS


         The assignee  should  include the following for the  information of the
Certificate Paying Agent:

     Distribution shall be made by wire transfer in immediately  available funds
to                                ----------------------------------------------
- -----------------------------------------------------------------     for    the
account    of    ________________________________________,     account    number
______________, or, if mailed by check, to ______________. Applicable statements
should be mailed to__________________.

                                      ------------------------------
                                      Signature of assignee or agent
                                      (for authorization of wire
                                       transfer only)

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                                      A-10

<PAGE>



                                    EXHIBIT B
                             TO THE TRUST AGREEMENT










                              CERTIFICATE OF TRUST

                                       OF

                       HOME EQUITY LOAN TRUST 1997-GMACM4



         THE   UNDERSIGNED,   ______________________,   as  owner  trustee  (the
"Trustee"),  for the purpose of forming a business  trust does hereby certify as
follows:

         1.       The name of the business trust is:

                       HOME EQUITY LOAN TRUST 1997-GMACM4

     2. The name and business  address of the Trustee of the  business  trust in
the State of Delaware is  ______________________,  _______________,  __________,
Delaware _____.
         3. The business trust reserves the right to amend,  alter,  change,  or
repeal any provision contained in this Certificate of Trust in the manner now or
hereafter prescribed by law.

         4.       This Certificate of Trust shall be effective upon filing.

         THE UNDERSIGNED,  being the Trustee hereinbefore named, for the purpose
of forming a business trust pursuant to the provisions of the Delaware  Business
Trust Act, does make this  certificate  of trust,  hereby  declaring and further
certifying  that  this  is  its  act  and  deed  and  that  to the  best  of the
undersigned's knowledge and belief the facts herein stated are true.

                                        [NAME OF OWNER TRUSTEE],

                                        not in its individual capacity but
                                        solely as owner trustee under a Trust
                                        Agreement dated as of August 28,
                                        1997


                                        By:
                                        Name:
                                        Title:


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                                       B-1

<PAGE>



                                    EXHIBIT C

                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]


                               Description  of Rule 144A  Securities,  including
numbers:
                                  

                  The undersigned  seller,  as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities  described above to the undersigned
buyer (the "Buyer").

                  1. In connection with such transfer and in accordance with the
agreements  pursuant to which the Rule 144A Securities  were issued,  the Seller
hereby  certifies the following  facts:  Neither the Seller nor anyone acting on
its behalf has offered, transferred,  pledged, sold or otherwise disposed of the
Rule 144A  Securities,  any  interest in the Rule 144A  Securities  or any other
similar security to, or solicited any offer to buy or accept a transfer,  pledge
or other disposition of the Rule 144A Securities,  any interest in the Rule 144A
Securities  or any other  similar  security  from,  or otherwise  approached  or
negotiated  with respect to the Rule 144A  Securities,  any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general  solicitation  by means of general  advertising or in any other
manner,  or taken any other action,  that would constitute a distribution of the
Rule 144A  Securities  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or that  would  render the  disposition  of the Rule 144A  Securities  a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or  another  "qualified  institutional  buyer" as defined in Rule
144A under the 1933 Act.

                  2. The Buyer warrants and  represents to, and covenants  with,
the Owner  Trustee and the  Depositor  (as defined in the Trust  Agreement  (the
"Agreement"),  dated as of _________,  ____ between Residential Funding Mortgage
Securities II, Inc., as Depositor and  ______________________,  as Owner Trustee
pursuant to Section 3.05 of the Agreement and __________________________________
as indenture trustee, as follows:

                           a.  The   Buyer   understands   that  the  Rule  144A
         Securities  have  not  been  registered  under  the  1933  Act  or  the
         securities laws of any state.

                           b.  The  Buyer   considers   itself  a   substantial,
         sophisticated   institutional   investor   having  such  knowledge  and
         experience  in  financial  and  business  matters that it is capable of
         evaluating  the  merits  and  risks  of  investment  in the  Rule  144A
         Securities.

                           c. The Buyer has been furnished with all  information
         regarding  the Rule  144A  Securities  that it has  requested  from the
         Seller,  the  Indenture  Trustee,  the  Owner  Trustee  or  the  Master
         Servicer.

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                                       C-1

<PAGE>




                           d. Neither the Buyer nor anyone  acting on its behalf
         has offered,  transferred,  pledged,  sold or otherwise disposed of the
         Rule 144A  Securities,  any interest in the Rule 144A Securities or any
         other  similar  security to, or solicited  any offer to buy or accept a
         transfer, pledge or other disposition of the Rule 144A Securities,  any
         interest  in the Rule 144A  Securities  or any other  similar  security
         from, or otherwise  approached  or negotiated  with respect to the Rule
         144A Securities,  any interest in the Rule 144A Securities or any other
         similar  security with,  any person in any manner,  or made any general
         solicitation by means of general advertising or in any other manner, or
         taken any other action,  that would  constitute a  distribution  of the
         Rule  144A  Securities  under  the 1933 Act or that  would  render  the
         disposition of the Rule 144A Securities a violation of Section 5 of the
         1933 Act or require registration pursuant thereto, nor will it act, nor
         has it  authorized  or will it  authorize  any  person to act,  in such
         manner with respect to the Rule 144A Securities.

                           e. The Buyer is a "qualified  institutional buyer" as
         that term is defined in Rule 144A under the 1933 Act and has  completed
         either of the forms of  certification to that effect attached hereto as
         Annex 1 or  Annex 2.  The  Buyer is aware  that the sale to it is being
         made in reliance  on Rule 144A.  The Buyer is  acquiring  the Rule 144A
         Securities  for its own  account  or the  accounts  of other  qualified
         institutional buyers, understands that such Rule 144A Securities may be
         resold, pledged or transferred only (i) to a person reasonably believed
         to be a  qualified  institutional  buyer  that  purchases  for  its own
         account or for the account of a qualified  institutional  buyer to whom
         notice is given that the  resale,  pledge or  transfer is being made in
         reliance  on Rule 144A,  or (ii)  pursuant  to another  exemption  from
         registration under the 1933 Act.

                  3.  The Buyer represents that:

         (i)      either (a) or (b) is satisfied, as marked below:

                           ____ a. The Buyer is not any  employee  benefit  plan
         subject to the Employee  Retirement  Income  Security  Act of 1974,  as
         amended ("ERISA"), or the Internal Revenue Code of 1986 (the "Code"), a
         Person acting,  directly or  indirectly,  on behalf of any such plan or
         any Person  acquiring  such  Certificates  with "plan assets" of a Plan
         within the meaning of the Department of Labor regulation promulgated at
         29 C.F.R. ss.2510.3-101; or

                           ____ b. The Buyer will  provide  the  Depositor,  the
         Owner Trustee,  the Certificate  Registrar and the Master Servicer with
         either: (x) an opinion of counsel,  satisfactory to the Depositor,  the
         Owner Trustee,  the Certificate  Registrar and the Master Servicer,  to
         the effect  that the  purchase  and holding of a  Certificate  by or on
         behalf of the  Buyer is  permissible  under  applicable  law,  will not
         constitute or result in a prohibited  transaction  under Section 406 of
         ERISA or  Section  4975 of the Code (or  comparable  provisions  of any
         subsequent  enactments)  and will not subject the Depositor,  the Owner
         Trustee,  the  Certificate  Registrar,   the  Master  Servicer  or  the
         Administrator  to any  obligation or liability  (including  liabilities
         under  ERISA  or  Section  4975  of the  Code)  in  addition  to  those
         undertaken in the Trust  Agreement,  which opinion of counsel shall not
         be an expense of the  Depositor,  the Owner  Trustee,  the  Certificate
         Registrar, the

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                                       C-2

<PAGE>



         Master Servicer or the Administrator; or (y) in lieu of such opinion of
         counsel,  a  certification  in the  form  of  Exhibit  G to  the  Trust
         Agreement; and

         (ii) the Buyer is familiar with the prohibited transaction restrictions
         and fiduciary  responsibility  requirements  of Sections 406 and 407 of
         ERISA and  Section  4975 of the Code and  understands  that each of the
         parties  to  which  this  certification  is made is  relying  and  will
         continue to rely on the statements made in this paragraph 3.

                  4. This  document may be executed in one or more  counterparts
and by the different  parties  hereto on separate  counterparts,  each of which,
when  so  executed,  shall  be  deemed  to be an  original;  such  counterparts,
together, shall constitute one and the same document.

                  IN WITNESS  WHEREOF,  each of the  parties has  executed  this
document as of the date set forth below.


Print Name of Seller                        Print Name of Buyer

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

Taxpayer Identification:                             Taxpayer Identification:

No.                                                           No.

Date:                                                         Date:

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                                       C-3

<PAGE>



                              ANNEX 1 TO EXHIBIT C


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

     The  undersigned  hereby  certifies as follows in connection  with the Rule
144A Investment Representation to which this Certification is attached:

             1. As indicated  below,  the  undersigned is the  President,  Chief
Financial  Officer,  Senior Vice  President  or other  executive  officer of the
Buyer.

             2. In  connection  with  purchases  by the  Buyer,  the  Buyer is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis  $______________________1 in securities (except for the
excluded  securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.

     ___     Corporation,  etc. The Buyer is a  corporation  (other than a bank,
             savings and loan association or similar institution), Massachusetts
             or similar business trust, partnership,  or charitable organization
             described in Section 501(c)(3) of the Internal Revenue Code.

     ___     Bank.  The  Buyer (a) is a  national  bank or  banking  institution
             organized under the laws of any State, territory or the District of
             Columbia,  the  business  of which  is  substantially  confined  to
             banking  and is  supervised  by the  State or  territorial  banking
             commission  or similar  official or is a foreign bank or equivalent
             institution,  and  (b)  has  an  audited  net  worth  of  at  least
             $25,000,000  as  demonstrated   in  its  latest  annual   financial
             statements, a copy of which is attached hereto.
- --------
1 Buyer must own and/or invest on a discretionary basis at least $100,000,000 in
securities  unless Buyer is a dealer,  and, in that case,  Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.


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                                       C-4

<PAGE>



     ___     Savings and Loan. The Buyer (a) is a savings and loan  association,
             building  and  loan  association,   cooperative   bank,   homestead
             association  or  similar  institution,   which  is  supervised  and
             examined by a State or Federal  authority  having  supervision over
             any such  institutions or is a foreign savings and loan association
             or  equivalent  institution  and (b) has an audited net worth of at
             least  $25,000,000 as demonstrated  in its latest annual  financial
             statements.

___  Broker-Dealer.  The Buyer is a dealer registered  pursuant to Section 15 of
     the ------------- Securities Exchange Act of 1934.
     ___     Insurance Company.  The Buyer is an insurance company whose primary
             and  predominant  business  activity is the writing of insurance or
             the  reinsuring of risks  underwritten  by insurance  companies and
             which is subject to supervision by the insurance  commissioner or a
             similar  official or agency of a State or territory or the District
             of Columbia.

___  State or Local Plan.  The Buyer is a plan  established  and maintained by a
     State, its political subdivisions,  or any agency or instrumentality of the
     State or its political subdivisions, for the benefit of its employees.
     ___     ERISA  Plan.  The Buyer is an  employee  benefit  plan  within  the
             meaning of Title I of the Employee  Retirement  Income Security Act
             of 1974.

___  Investment Adviser. The Buyer is an investment adviser registered under the
     Investment Advisers Act of 1940.
___  SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
     Small  Business  Administration  under  Section  301(c) or (d) of the Small
     Business Investment Act of 1958.
___  Business  Development  Company. The Buyer is a business development company
     as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.
     ___     Trust  Fund.  The Buyer is a trust fund whose  trustee is a bank or
             trust  company and whose  participants  are  exclusively  (a) plans
             established and maintained by a State, its political  subdivisions,
             or any  agency or  instrumentality  of the  State or its  political
             subdivisions,  for the benefit of its  employees,  or (b)  employee
             benefit  plans  within  the  meaning  of  Title  I of the  Employee
             Retirement  Income  Security  Act of 1974,  but is not a trust fund
             that includes as  participants  individual  retirement  accounts or
             H.R. 10 plans.

             3. The term  "securities"  as used  herein  does  not  include  (i)
securities of issuers that are affiliated  with the Buyer,  (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer,  (iii) bank  deposit  notes and  certificates  of  deposit,  (iv) loan
participations,  (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.


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                                       C-5

<PAGE>



             4. For purposes of determining  the aggregate  amount of securities
owned and/or invested on a discretionary  basis by the Buyer, the Buyer used the
cost of such  securities to the Buyer and did not include any of the  securities
referred to in the preceding  paragraph.  Further, in determining such aggregate
amount,  the Buyer may have included  securities  owned by  subsidiaries  of the
Buyer,  but only if such  subsidiaries  are  consolidated  with the Buyer in its
financial  statements  prepared in accordance with generally accepted accounting
principles  and if the  investments of such  subsidiaries  are managed under the
Buyer's direction.  However, such securities were not included if the Buyer is a
majority-owned,  consolidated  subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.

             5. The Buyer  acknowledges  that it is familiar  with Rule 144A and
understands  that the  seller to it and other  parties  related to the Rule 144A
Securities are relying and will continue to rely on the  statements  made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.

  ___         ___          Will the Buyer be purchasing the Rule 144A
  Yes         No  Securities only for the Buyer's own account?

             6. If the  answer  to the  foregoing  question  is "no",  the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer for
the account of a third party  (including  any  separate  account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified  institutional  buyer" within the meaning of Rule 144A.
In addition,  the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current  representation  letter from
such third party or taken other appropriate  steps  contemplated by Rule 144A to
conclude that such third party  independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.

             7.  The  Buyer  will  notify  each of the  parties  to  which  this
certification is made of any changes in the information and conclusions  herein.
Until such notice is given,  the Buyer's  purchase of Rule 144A  Securities will
constitute  a  reaffirmation  of  this  certification  as of the  date  of  such
purchase.


                                            Print Name of Buyer

                                            By:
                                      Name:
                                     Title:
                                      Date:

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                                       C-6

<PAGE>



                              ANNEX 2 TO EXHIBIT C


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]


                  The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

                   1. As indicated  below,  the  undersigned  is the  President,
Chief  Financial  Officer or Senior Vice President of the Buyer or, if the Buyer
is a "qualified  institutional buyer" as that term is defined in Rule 144A under
the  Securities  Act of 1933 ("Rule 144A")  because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.

                  2. In  connection  with  purchases  by  Buyer,  the Buyer is a
"qualified  institutional  buyer" as  defined in SEC Rule 144A  because  (i) the
Buyer is an investment  company  registered under the Investment  Company Act of
1940,  and (ii) as marked  below,  the Buyer  alone,  or the  Buyer's  Family of
Investment Companies,  owned at least $100,000,000 in securities (other than the
excluded  securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining  the amount of securities  owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.

____ The Buyer owned $___________________ in securities (other than the excluded
     securities  referred  to below) as of the end of the  Buyer's  most  recent
     fiscal year (such amount being calculated in accordance with Rule 144A).
____              The Buyer is part of a Family of  Investment  Companies  which
                  owned in the aggregate  $______________  in securities  (other
                  than the excluded  securities referred to below) as of the end
                  of the Buyer's  most recent  fiscal  year (such  amount  being
                  calculated in accordance with Rule 144A).

                  3. The term "Family of  Investment  Companies"  as used herein
means two or more registered  investment companies (or series thereof) that have
the same  investment  adviser or  investment  advisers that are  affiliated  (by
virtue of being  majority owned  subsidiaries  of the same parent or because one
investment adviser is a majority owned subsidiary of the other).

                  4. The term  "securities"  as used herein does not include (i)
securities  of  issuers  that are  affiliated  with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of  deposit,  (iii)  loan  participations,   (iv)  repurchase  agreements,   (v)
securities  owned but  subject  to a  repurchase  agreement  and (vi)  currency,
interest rate and commodity swaps.

     5. The Buyer is familiar  with Rule 144A and  understands  that each of the
parties to which this  certification  is made are relying  and will  continue to
rely on the statements
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                                       C-7

<PAGE>



made  herein  because one or more sales to the Buyer will be in reliance on Rule
144A. In addition, the Buyer will only purchase for the Buyer's own account.

                  6. The  undersigned  will  notify each of the parties to which
this  certification  is made of any changes in the  information  and conclusions
herein.  Until such notice,  the Buyer's  purchase of Rule 144A  Securities will
constitute a reaffirmation  of this  certification  by the undersigned as of the
date of such purchase.



                                                     Print Name of Buyer


                                                     By:
                                      Name:
                                     Title:

                                 IF AN ADVISER:


                                                     Print Name of Buyer


                                      Date:

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                                       C-8

<PAGE>



                                    EXHIBIT D

                     FORM OF INVESTOR REPRESENTATION LETTER


                                                       , 19


Residential Funding Mortgage Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437

The Chase Manhattan Bank
450 West 33rd Street, 10th Floor
New York, NY  10001

Attention:  Corporate Trust Administration

                  Re:      Home Equity  Loan-Backed Certificates
                           Series 1997-GMACM4

Ladies and Gentlemen:

     (the  "Purchaser")  intends  to  purchase  from (the  "Seller")  $ [Initial
Security  Balance of  Certificates]  [Variable  Funding  Certificates] of Series
1997-GMACM4  (the  "Certificates"),  issued pursuant to the Trust Agreement (the
"Trust  Agreement"),  dated as of August 28, 1997  between  Residential  Funding
Mortgage  Securities II, Inc. as depositor (the "Company") and Wilmington  Trust
Company,  as owner trustee (the "Owner Trustee"),  as acknowledged and agreed by
The Chase Manhattan Bank as Certificate Registrar. All terms used herein and not
otherwise defined shall have the meanings set forth in the Trust Agreement.  The
Purchaser hereby certifies,  represents and warrants to, and covenants with, the
Company and the Certificate Registrar that:
                           1.   The   Purchaser   understands   that   (a)   the
                  Certificates  have not been  and  will  not be  registered  or
                  qualified  under the  Securities  Act of 1933, as amended (the
                  "Act") or any state  securities  law,  (b) the  Company is not
                  required to so register or qualify the  Certificates,  (c) the
                  Certificates  may be resold only if  registered  and qualified
                  pursuant to the provisions of the Act or any state  securities
                  law,  or  if  an   exemption   from  such   registration   and
                  qualification is available,  (d) the Trust Agreement  contains
                  restrictions  regarding the transfer of the  Certificates  and
                  (e) the  Certificates  will  bear a  legend  to the  foregoing
                  effect.


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                                       D-1

<PAGE>



                           2. The  Purchaser is acquiring the  Certificates  for
                  its own account for investment  only and not with a view to or
                  for sale in connection  with any  distribution  thereof in any
                  manner  that would  violate  the Act or any  applicable  state
                  securities laws.

                           3. The Purchaser is (a) a substantial,  sophisticated
                  institutional investor having such knowledge and experience in
                  financial and business  matters,  and, in particular,  in such
                  matters  related to  securities  similar to the  Certificates,
                  such that it is capable of evaluating  the merits and risks of
                  investment in the Certificates,  (b) able to bear the economic
                  risks of such an investment and (c) an  "accredited  investor"
                  within the meaning of Rule 501(a) promulgated  pursuant to the
                  Act.

                           4. The Purchaser has been furnished with, and has had
                  an opportunity to review (a) [a copy of the Private  Placement
                  Memorandum,  dated , 19 , relating to the Certificates  (b)] a
                  copy of the Trust Agreement and [b] [c] such other information
                  concerning the  Certificates,  the Revolving  Credit Loans and
                  the Company as has been  requested by the  Purchaser  from the
                  Company  or the  Seller  and is  relevant  to the  Purchaser's
                  decision to purchase the  Certificates.  The Purchaser has had
                  any questions arising from such review answered by the Company
                  or the Seller to the  satisfaction  of the Purchaser.  [If the
                  Purchaser did not purchase the Certificates from the Seller in
                  connection with the initial  distribution of the  Certificates
                  and  was  provided  with  a  copy  of  the  Private  Placement
                  Memorandum  (the  "Memorandum")  relating to the original sale
                  (the "Original Sale") of the Certificates by the Company,  the
                  Purchaser acknowledges that such Memorandum was provided to it
                  by the Seller, that the Memorandum was prepared by the Company
                  solely for use in  connection  with the Original  Sale and the
                  Company did not  participate  in or  facilitate in any way the
                  purchase of the Certificates by the Purchaser from the Seller,
                  and the  Purchaser  agrees  that it will  look  solely  to the
                  Seller and not to the  Company  with  respect  to any  damage,
                  liability,  claim or expense arising out of, resulting from or
                  in connection with (a) error or omission,  or alleged error or
                  omission, contained in the Memorandum, or (b) any information,
                  development   or  event   arising   after   the  date  of  the
                  Memorandum.]

     5. The  Purchaser  has not and will  not nor has it  authorized  or will it
authorize  any  person to (a)  offer,  pledge,  sell,  dispose  of or  otherwise
transfer any  Certificate,  any interest in any Certificate or any other similar
security to any person in any manner,  (b) solicit any offer to buy or to accept
a pledge, disposition of other transfer of any Certificate,  any interest in any
Certificate  or any other similar  security  from any person in any manner,  (c)
otherwise approach or negotiate with respect to any Certificate, any interest in
any Certificate or any other similar security with any person in any manner, (d)
make any general  solicitation  by means of general  advertising or in any other
manner or (e) take any other  action,  that (as to any of (a) through (e) above)
would  constitute a distribution  of any  Certificate  under the Act, that would
render the disposition of any Certificate a violation of Section 5 of the Act or
any state  securities law, or that would require  registration or  qualification
pursuant thereto. The Purchaser
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                                       D-2

<PAGE>



                  will not sell or otherwise  transfer any of the  Certificates,
                  except  in  compliance   with  the  provisions  of  the  Trust
                  Agreement.

                           6.  The Purchaser represents:

         (i) that either (a) or (b) is satisfied, as marked below:

                           ____ a. The  Purchaser  is not any  employee  benefit
         plan subject to the Employee Retirement Income Security Act of 1974, as
         amended ("ERISA"), or the Internal Revenue Code of 1986 (the "Code"), a
         Person acting,  directly or  indirectly,  on behalf of any such plan or
         any Person  acquiring  such  Certificates  with "plan assets" of a Plan
         within the meaning of the Department of Labor regulation promulgated at
         29 C.F.R. ss.2510.3-101; or

                           ____ b. The Purchaser will provide the Depositor, the
         Owner Trustee,  the Certificate  Registrar and the Master Servicer with
         either: (x) an opinion of counsel,  satisfactory to the Depositor,  the
         Owner Trustee,  the Certificate  Registrar and the Master Servicer,  to
         the effect  that the  purchase  and holding of a  Certificate  by or on
         behalf of the Purchaser is permissible  under  applicable law, will not
         constitute or result in a prohibited  transaction  under Section 406 of
         ERISA or  Section  4975 of the Code (or  comparable  provisions  of any
         subsequent  enactments)  and will not subject the Depositor,  the Owner
         Trustee,  the  Certificate  Registrar  or the  Master  Servicer  to any
         obligation or liability  (including  liabilities under ERISA or Section
         4975  of the  Code)  in  addition  to  those  undertaken  in the  Trust
         Agreement,  which  opinion  of  counsel  shall not be an expense of the
         Depositor,  the Owner Trustee, the Certificate  Registrar or the Master
         Servicer; or (y) in lieu of such opinion of counsel, a certification in
         the form of Exhibit G to the Trust Agreement; and

         (ii)  the  Purchaser  is  familiar  with  the  prohibited   transaction
         restrictions and fiduciary responsibility  requirements of Sections 406
         and 407 of ERISA and Section 4975 of the Code and understands that each
         of the parties to which this  certification is made is relying and will
         continue to rely on the statements made in this paragraph 6.

                           7.  The Purchaser is not a non-United States person.

                                            Very truly yours,



                                            By:
                                            Name:
                                            Title:


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                                       D-3

<PAGE>



                                    EXHIBIT E

                    FORM OF TRANSFEROR REPRESENTATION LETTER




                                                     , 19


Residential Funding Mortgage Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437

The Chase Manhattan Bank
450 West 33rd Street, 10th Floor
New York, NY  10001

Attention:  Corporate Trust Administration

                  Re:      Home Equity  Loan-Backed Certificates
                           Series 1997-GMACM4

Ladies and Gentlemen:

     (the   "Purchaser")   intends  to  purchase  from  (the  "Seller")  a  ___%
Certificate  Percentage  Interest  of  [Certificates]  Series  1997-GMACM4  (the
"Certificates"), issued pursuant to the Trust Agreement (the "Trust Agreement"),
dated as of August 28, 1997 between  Residential Funding Mortgage Securities II,
Inc. as depositor (the "Company") and Wilmington Trust Company, as owner trustee
(the "Owner Trustee"), as acknowledged and agreed by The Chase Manhattan Bank as
Certificate  Registrar.  All terms used herein and not  otherwise  defined shall
have the meanings set forth in the Trust Agreement. The Seller hereby certifies,
represents and warrants to, and covenants  with, the Company and the Certificate
Registrar that:
                  Neither  the Seller  nor  anyone  acting on its behalf has (a)
offered,  pledged,  sold, disposed of or otherwise  transferred any Certificate,
any interest in any  Certificate or any other similar  security to any person in
any  manner,  (b)  has  solicited  any  offer  to buy  or to  accept  a  pledge,
disposition  or  other  transfer  of  any  Certificate,   any  interest  in  any
Certificate or any other similar security from any person in any manner, (c) has
otherwise approached or negotiated with respect to any Certificate, any interest
in any Certificate or any other similar  security with any person in any manner,
(d) has made any general  solicitation by means of general advertising or in any
other manner, or (e) has taken any other action,  that (as to any of (a) through
(e)  above)  would  constitute  a  distribution  of the  Certificates  under the
Securities  Act of 1933 (the "Act"),  that would render the  disposition  of any
Certificate a violation of Section 5 of the Act or any state  securities law, or
that would require  registration or qualification  pursuant thereto.  The Seller
will

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                                       E-1

<PAGE>



not act, in any manner set forth in the  foregoing  sentence with respect to any
Certificate.  The Seller has not and will not sell or otherwise  transfer any of
the  Certificates,  except  in  compliance  with  the  provisions  of the  Trust
Agreement.

                                                              Very truly yours,


                                                              (Seller)



                                                              By:
                                                              Name:
                                                              Title:



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                                       E-2

<PAGE>



                                    EXHIBIT F

                        CERTIFICATE OF NON-FOREIGN STATUS

         This  Certificate of Non-Foreign  Status  ("certificate")  is delivered
pursuant to Section 3.05 of the Trust  Agreement,  dated as of  _________,  ____
(the "Trust  Agreement"),  between  Residential  Funding Mortgage Securities II,
Inc., as depositor and  ______________________,  as Owner Trustee, in connection
with the acquisition of, transfer to or possession by the  undersigned,  whether
as  beneficial  owner  (the  "Beneficial  Owner"),  or  nominee on behalf of the
Beneficial Owner of the Residential Home Equity Loan-Backed Certificates, Series
1997- GMACM4 (the "Certificate"). Capitalized terms used but not defined in this
certificate have the respective meanings given them in the Trust Agreement.

Each holder must complete  Part I, Part II (if the holder is a nominee),  and in
all cases sign and otherwise  complete Part III. In addition,  each holder shall
submit with the Certificate an IRS Form W-9 relating to such holder.

To confirm to the Trust that the  provisions of Sections 871, 881 or 1446 of the
Internal  Revenue Code (relating to withholding tax on foreign  partners) do not
apply in respect of the  Certificate  held by the  undersigned,  the undersigned
hereby certifies:

Part I -                   Complete Either A or B

A.Individual as Beneficial Owner

  1.       I am (The Beneficial Owner is ) not a non-resident alien for
           purposes of U.S. income taxation;

  2.       My (The Beneficial Owner's) name and home address are:


                                                    ; and

  3.       My (The Beneficial Owner's) U.S. taxpayer identification number
           (Social Security Number) is                           .

B.Corporate, Partnership or Other Entity as Beneficial Owner

  1.(Name of the Beneficial Owner) is not a foreign
      corporation, foreign partnership, foreign trust or foreign estate (as
      those terms are defined in the Code and Treasury Regulations;

  2.  The Beneficial Owner's office address and place of incorporation
      (if applicable) is
                                            ; and


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                                       F-1

<PAGE>



        3.       The Beneficial Owner's U.S. employer identification number is
                                                    .


Part II -                  Nominees

         If the  undersigned  is the  nominee  for  the  Beneficial  Owner,  the
undersigned  certifies  that this  certificate  has been made in  reliance  upon
information contained in:

                         an IRS Form W-9

                         a form such as this or substantially similar

provided to the  undersigned  by an appropriate  person and (i) the  undersigned
agrees to notify the Trust at least  thirty (30) days prior to the date that the
form  relied  upon  becomes  obsolete,  and (ii) in  connection  with  change in
Beneficial  Owners,  the  undersigned  agrees  to  submit a new  Certificate  of
Non-Foreign Status to the Trust promptly after such change.

Part III -        Declaration

         The undersigned,  as the Beneficial Owner or a nominee thereof,  agrees
to notify the Trust within sixty (60) days of the date that the Beneficial Owner
becomes a foreign person. The undersigned  understands that this certificate may
be  disclosed  to the  Internal  Revenue  Service  by the  Trust  and any  false
statement contained therein could be punishable by fines, imprisonment or both.

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                                       F-2

<PAGE>




         Under  penalties  of  perjury,  I  declare  that I have  examined  this
certificate  and to the best of my knowledge and belief it is true,  correct and
complete and will further  declare that I will inform the Trust of any change in
the  information  provided above,  and, if applicable,  I further declare that I
have the authority* to sign this document.



              Name


      Title (if applicable)


     Signature and Date




*NOTE:  If signed  pursuant to a power of attorney,  the power of attorney  must
accompany this certificate.

[TPW:  NY01:0601213.07]  16069-00406  08/28/97  3:10PM
                                       F-3

<PAGE>



                                    EXHIBIT G

                       FORM OF ERISA REPRESENTATION LETTER


                                             _____________, 199__

Residential Funding Mortgage
 Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN  55437

Wilmington Trust Company
[ADDRESS]

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN  55437

[CERTIFICATE REGISTRAR]

    Re:      Residential Funding Mortgage Securities II, Inc.
             Home Equity Loan-Backed Certificates, Series 1997-GMACM4

Dear Sirs:

                  __________________________________  (the "Transferee") intends
to acquire from  _____________________  (the  "Transferor") a ____%  Certificate
Percentage  Interest of  Residential  Mortgage  Securities  II, Inc. Home Equity
Loan-Backed  Certificates,  Series  1997-  GMACM4 (the  "Certificates"),  issued
pursuant to a Trust  Agreement  (the "Trust  Agreement")  dated  August 28, 1997
among  Residential  Funding  Mortgage  Securities  II, Inc.,  as depositor  (the
"Depositor")  and Wilmington  Trust Company,  as trustee (the "Owner  Trustee").
Capitalized  terms used herein and not otherwise defined shall have the meanings
assigned thereto in the Trust Agreement.

         The  Transferee  hereby  certifies,  represents  and  warrants  to, and
covenants with, the Depositor,  the Owner Trustee, the Certificate Registrar and
the Master Servicer that either:

                  (1) The  Certificates  (i) are not being acquired by, and will
         not be transferred to, any employee  benefit plan within the meaning of
         section 3(3) of the Employee Retirement Income Security Act of 1974, as
         amended ("ERISA") or other retirement arrangement, including individual
         retirement  accounts  and  annuities,  Keogh plans and bank  collective
         investment funds and insurance  company general or separate accounts in
         which such  plans,  accounts  or  arrangements  are  invested,  that is
         subject to Section 406 of ERISA or Section 4975 of the Internal Revenue
         Code of 1986 (the "Code") (any of the

[TPW:  NY01:0601213.07]  16069-00406  08/28/97  3:10PM

<PAGE>



         foregoing, a "Plan"), (ii) are not being acquired with "plan assets" of
         a  Plan  within  the  meaning  of  the   Department  of  Labor  ("DOL")
         regulation, 29 C.F.R. ss. 2510.3-101, and (iii) will not be transferred
         to any entity that is deemed to be investing in plan assets  within the
         meaning of the DOL regulation, 29 C.F.R. ss. 2510.3-101; or

                  (2) The  purchase of the  Certificates  is  permissible  under
         applicable  law,  will  not  constitute  or  result  in any  prohibited
         transaction  under ERISA or Section 4975 of the Code,  will not subject
         the  Depositor  or the Trustee to any  obligation  in addition to those
         undertaken in the Trust  Agreement  and, with respect to each source of
         funds being used by the  Transferee to acquire the  Certificates  (each
         being referred to as a "Source") and the following statements in either
         (a) or (b):

                           (a) the  Transferee  is an insurance  company and (i)
                  the  Source  is  assets  of its  "general  account,"  (ii) the
                  conditions set forth in PTCE 95-60 issued by the DOL have been
                  satisfied and the purchase and holding of  Certificates  by or
                  on behalf of the  Transferee  are exempt  under PTCE 95-60 and
                  (iii) the amount of reserves and  liabilities for such general
                  account  contracts  held by or on  behalf  of any  Plan do not
                  exceed  10% of the  total  reserves  and  liabilities  of such
                  general  account  plus  surplus  as of the  date  hereof  (for
                  purposes  of this  clause,  all Plans  maintained  by the same
                  employer (or affiliate  thereof) or employee  organization are
                  deemed to be a single  Plan) in  connection  with its purchase
                  and holding of such Certificates; or

                           (b) the  Transferee  is an insurance  company and (i)
                  the  Source  is  assets  of its  "general  account,"  (ii) the
                  requirements   of   Section   401(c)  of  ERISA  and  the  DOL
                  regulations    to   be   promulgated    thereunder    ("401(c)
                  Regulations")  have been  satisfied  and will  continue  to be
                  satisfied  and  (iii)  the  Transferee   represents   that  it
                  understands  that the  operation of the general  account after
                  December  31,  1998 may affect its ability to continue to hold
                  the  Certificates  after the date which is 18 months after the
                  401(c)  Regulations  become final and unless a class exemption
                  issued  by the DOL or an  exception  under  Section  401(c) of
                  ERISA  is  then   available  for  the  continued   holding  of
                  Certificates,  if the assets of the general account constitute
                  Plan Assets, it will dispose of the Certificates  prior to the
                  date which is 18 months  after the 401(c)  Regulations  become
                  final.

                  (3) The Transferee is familiar with the prohibited transaction
         restrictions and fiduciary responsibility  requirements of Sections 406
         and 407 of ERISA and Section 4975 of the Code and understands that each
         of the parties to which this  certification is made is relying and will
         continue to rely on the statements made herein.

                                                     Very truly yours,



                                                     By:
                                      Name:
                                     Title:

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                                       G-2

<PAGE>





[TPW:  NY01:0601213.07]  16069-00406  08/28/97  3:10PM
                                       G-3

<PAGE>



                                    EXHIBIT H

                          FORM OF REPRESENTATION LETTER


                              _____________, 199__

Residential Funding Mortgage
 Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota  55437

Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, Delaware  19890

Residential Funding Corporation
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, Minnesota  55437

[CERTIFICATE REGISTRAR]

  Re:      Residential Funding Mortgage Securities II, Inc.
           Home Equity Loan-Backed Certificates, Series 1997-GMACM4

Dear Sirs:

                  __________________________________  (the "Transferee") intends
to acquire from  _____________________  (the  "Transferor")  a ___%  Certificate
Percentage  Interest of  Residential  Mortgage  Securities  II, Inc. Home Equity
Loan-Backed  Certificates,  Series  1997-GMACM4  (the  "Certificates"),   issued
pursuant to a Trust  Agreement  (the "Trust  Agreement")  dated  August 28, 1997
among  Residential  Funding  Mortgage  Securities  II, Inc.,  as depositor  (the
"Depositor")  and Wilmington  Trust Company,  as trustee (the "Owner  Trustee").
Capitalized  terms used herein and not otherwise defined shall have the meanings
assigned thereto in the Trust Agreement.

                  The Transferee hereby  certifies,  represents and warrants to,
and covenants with, the Depositor,  the Owner Trustee, the Certificate Registrar
and the Master Servicer that:

     (1) the Transferee is acquiring the  Certificate  for its own behalf and is
not acting as agent or custodian  for any other  person or entity in  connection
with such acquisition; and
     (2) the Transferee is not a partnership, grantor trust or S corporation for
federal income tax purposes,  or, if the  Transferee is a  partnership,  grantor
trust or S
[TPW:  NY01:0601213.07]  16069-00406  08/28/97  3:10PM

<PAGE>


         corporation for federal income tax purposes,  the  Certificates are not
         more than 50% of the  assets  of the  partnership,  grantor  trust or S
         corporation.

                                                     Very truly yours,



                                                     By:
                                      Name:
                                     Title:



[TPW:  NY01:0601213.07]  16069-00406  08/28/97  3:10PM
                                       G-2

<PAGE>




[TPW:  NY01:0601664.01]  16069-00406  08/27/97  9:04PM

<PAGE>




                                                    EXHIBIT 4.5
                       HOME EQUITY LOAN TRUST 1997-GMACM4

                                     Issuer

                                       AND

                            THE CHASE MANHATTAN BANK

                                Indenture Trustee



                                    INDENTURE

                           Dated as of August 28, 1997

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


                       HOME EQUITY LOAN-BACKED TERM NOTES

                 HOME EQUITY LOAN-BACKED VARIABLE FUNDING NOTES


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



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<PAGE>



                                TABLE OF CONTENTS

Section                                                              Page

                                    ARTICLE I

                          Definitions

1.01.Definitions........................................................... 2
     -----------                                                             
1.02.Incorporation by Reference of Trust Indenture Act..................... 2
     -------------------------------------------------                       
1.03.Rules of Construction................................................. 2
     ---------------------                                                   

                 ARTICLE II

         Original Issuance of Notes
2.01.Form.................................................................. 4
     ----                                                                    
2.02.Execution, Authentication and Delivery................................ 4
     --------------------------------------                                  

                 ARTICLE III

                  Covenants

3.01.Collection of Payments with respect to the Revolving Credit Loans..... 6
     -----------------------------------------------------------------       
3.02.Maintenance of Office or Agency....................................... 6
     -------------------------------                                         
3.03.Money for Payments To Be Held in Trust; Paying Agent.................. 6
     ----------------------------------------------------                    
3.04.Existence............................................................. 7
     ---------                                                               
3.05.Payment of Principal and Interest; Defaulted Interest................. 8
     -----------------------------------------------------                   
3.06.Protection of Trust Estate............................................10
     --------------------------                                              
3.07.Opinions as to Trust Estate...........................................10
     ---------------------------                                             
3.08.Performance of Obligations; Servicing Agreement.......................11
     -----------------------------------------------                         
3.09.Negative Covenants....................................................11
     ------------------                                                      
3.10.Annual Statement as to Compliance.....................................12
     ---------------------------------                                       
3.11.Recording of Assignments..............................................12
     ------------------------                                                
3.12.Representations and Warranties Concerning the Revolving Credit
     --------------------------------------------------------------
     Loans.................................................................12
     -----                                                                   
3.13.Assignee of Record of the Mortgage Loans..............................13
     ----------------------------------------                                
3.14.Master Servicer as Agent and Bailee of the Indenture Trustee..........13
     ------------------------------------------------------------            
3.15.Investment Company Act................................................13
     ----------------------                                                  
3.16.Issuer May Consolidate, etc...........................................13
     ----------------------------                                            
3.17.Successor or Transferee...............................................15
     -----------------------                                                 
3.18.No Other Business.....................................................15
     -----------------                                                       
3.19.No Borrowing..........................................................15
     ------------                                                            
3.20.Guarantees, Loans, Advances and Other Liabilities.....................15
     -------------------------------------------------                       
3.21.Capital Expenditures..................................................16
     --------------------                                                    
3.22.Owner Trustee Not Liable for Certificates or Related Documents........16
     --------------------------------------------------------------          
3.23.Restricted Payments...................................................16
     -------------------                                                     
3.24.Notice of Events of Default...........................................16
     ---------------------------  
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                                                    i

<PAGE>



3.25.Further Instruments and Acts..........................................16
     ----------------------------                                            
3.26.Statements to Noteholders.............................................16
     -------------------------                                               
3.27.Determination of Note Rate and Certificate Rate.......................16
     -----------------------------------------------                         
3.28.Payments under the Credit Enhancement Instrument......................17
     ------------------------------------------------                        

                 ARTICLE IV

      The Notes; Satisfaction and Discharge of Indenture

4.01.The Notes; Increase of Maximum Variable Funding Balance; Variable
     Funding Notes.........................................................18
4.02.Registration of and Limitations on Transfer and Exchange of Notes;
     Appointment of Certificate Registrar..................................19
     ------------------------------------                                    
4.03.Mutilated, Destroyed, Lost or Stolen Notes............................21
     ------------------------------------------                              
4.04.Persons Deemed Owners.................................................21
     ---------------------                                                   
4.05.Cancellation..........................................................21
     ------------                                                            
4.06.Book-Entry Notes......................................................22
     ----------------                                                        
4.07.Notices to Depository.................................................23
     ---------------------                                                   
4.08.Definitive Notes......................................................23
     ----------------                                                        
4.09.Tax Treatment.........................................................23
     -------------                                                           
4.10.Satisfaction and Discharge of Indenture...............................23
     ---------------------------------------                                 
4.11.Application of Trust Money............................................24
     --------------------------                                              
4.12.Subrogation and Cooperation...........................................25
     ---------------------------                                             
4.13.Repayment of Monies Held by Paying Agent..............................25
     ----------------------------------------                                
4.14.Temporary Notes.......................................................26
     ---------------                                                         
5.01.Events of Default.....................................................27
     -----------------                                                       
5.02.Acceleration of Maturity; Rescission and Annulment....................27
     --------------------------------------------------                      
5.03.Collection of Indebtedness and Suits for Enforcement by Indenture
     -----------------------------------------------------------------
     Trustee...............................................................28
5.04.Remedies; Priorities..................................................30
     --------------------                                                    
5.05.Optional Preservation of the Trust Estate.............................31
     -----------------------------------------                               
5.06.Limitation of Suits...................................................32
     -------------------                                                     
5.07.Unconditional Rights of Noteholders To Receive Principal and
     Interest..............................................................32
     --------                                                                
5.08.Restoration of Rights and Remedies....................................32
     ----------------------------------                                      
5.09.Rights and Remedies Cumulative........................................33
     ------------------------------                                          
5.10.Delay or Omission Not a Waiver........................................33
     ------------------------------                                          
5.11.Control by Noteholders................................................33
     ----------------------                                                  
5.12.Waiver of Past Defaults...............................................34
     -----------------------                                                 
5.13.Undertaking for Costs.................................................34
     ---------------------                                                   
5.14.Waiver of Stay or Extension Laws......................................34
     --------------------------------                                        
5.15.Sale of Trust Estate..................................................34
     --------------------                                                    
5.16.Action on Notes.......................................................36
     ---------------       

                           ARTICLE VI

                              The Indenture Trustee

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                                       ii

<PAGE>




6.01.Duties of Indenture Trustee...........................................38
     ---------------------------                                             
6.02.Rights of Indenture Trustee...........................................39
     ---------------------------                                             
6.03.Individual Rights of Indenture Trustee................................39
     --------------------------------------                                  
6.04.Indenture Trustee's Disclaimer........................................39
     ------------------------------                                          
6.05.Notice of Event of Default............................................40
     --------------------------                                              
6.06.Reports by Indenture Trustee to Holders...............................40
     ---------------------------------------                                 
6.07.Compensation and Indemnity............................................40
     --------------------------                                              
6.08.Replacement of Indenture Trustee......................................40
     --------------------------------                                        
6.09.Successor Indenture Trustee by Merger.................................41
     -------------------------------------                                   
6.10.Appointment of Co-Indenture Trustee or Separate Indenture Trustee.....42
     -----------------------------------------------------------------       
6.11.Eligibility; Disqualification.........................................43
     -----------------------------                                           
6.12.Preferential Collection of Claims Against Issuer......................43
     ------------------------------------------------                        
6.13.Representations and Warranties........................................43
     ------------------------------                                          
6.14.Directions to Indenture Trustee.......................................44
     -------------------------------                                         
6.15.Indenture Trustee May Own Securities..................................44
     ------------------------------------                                    

                 ARTICLE VII

       Noteholders' Lists and Reports

7.01.Issuer To Furnish Indenture Trustee Names and Addresses of
     Noteholders...........................................................45
     -----------                                                             
7.02.Preservation of Information; Communications to Noteholders............45
     ----------------------------------------------------------              
7.03.Reports by Issuer.....................................................45
     -----------------                                                       
7.04.Reports by Indenture Trustee..........................................46
     ----------------------------                                            

                ARTICLE VIII

     ccounts, Disbursements and Releases

8.01.Collection of Money...................................................47
     -------------------                                                     
8.02.Trust Accounts........................................................47
     --------------                                                          
8.03.Officer's Certificate.................................................47
     ---------------------                                                   
8.04.Termination Upon Distribution to Noteholders..........................47
     --------------------------------------------                            
8.05.Release of Trust Estate...............................................48
     -----------------------                                                 
8.06.Surrender of Notes Upon Final Payment.................................48
     -------------------------------------                                   

                 ARTICLE IX

           Supplemental Indentures

9.01.Supplemental Indentures Without Consent of Noteholders................49
     ------------------------------------------------------                  
9.02.Supplemental Indentures With Consent of Noteholders...................50
     ---------------------------------------------------                     
9.03.Execution of Supplemental Indentures..................................51
     ------------------------------------                                    
9.04.Effect of Supplemental Indenture......................................52
     --------------------------------                                        
9.05.Conformity with Trust Indenture Act...................................52
     -----------------------------------                                     
9.06.Reference in Notes to Supplemental Indentures.........................52
     ---------------------------------------------                           

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                                                   iii

<PAGE>




                                    ARTICLE X

                  Miscellaneous

10.01. Compliance Certificates and Opinions, etc...........................53
       -----------------------------------------                             
10.02. Form of Documents Delivered to Indenture Trustee....................54
       ------------------------------------------------                      
10.03. Acts of Noteholders.................................................55
       -------------------                                                   
10.04. Notices, etc., to Indenture Trustee, Issuer, Credit Enhancer and
       Rating Agencies.....................................................56
       ---------------                                                       
10.05. Notices to Noteholders; Waiver......................................56
       ------------------------------                                        
10.06. Alternate Payment and Notice Provisions.............................57
       ---------------------------------------                               
10.07. Conflict with Trust Indenture Act...................................57
       ---------------------------------                                     
10.08. Effect of Headings..................................................57
       ------------------                                                    
10.09. Successors and Assigns..............................................57
       ----------------------                                                
10.10. Separability........................................................57
       ------------                                                          
10.11. Benefits of Indenture...............................................57
       ---------------------                                                 
10.12. Legal Holidays......................................................58
       --------------                                                        
10.13. GOVERNING LAW.......................................................58
       -------------                                                         
10.14. Counterparts........................................................58
       ------------                                                          
10.15. Recording of Indenture..............................................58
       ----------------------                                                
10.16. Issuer Obligation...................................................58
       -----------------                                                     
10.17. No Petition.........................................................58
       -----------                                                           
10.18. Inspection..........................................................59
       ----------                                                            

Signatures and Seals ..................................................... 81
Acknowledgments .......................................................... 82


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                                       iv

<PAGE>



EXHIBITS

Exhibit A-1 -  Form of Term Notes
Exhibit A-2 -  Form of Variable Funding Notes
Exhibit B   -  Form of 144A Investment Representation for Capped Funding Notes
Exhibit C   -  Form of Investor Representation Letter for Capped Funding Notes
Exhibit D   - Form of Transferor Representation Letter for Capped Funding Notes

Appendix A  Definitions

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                                        v

<PAGE>



     This Indenture, dated as of August 28, 1997, between HOME EQUITY LOAN TRUST
1997-GMACM4,  a Delaware business trust, as Issuer (the "Issuer"), and The Chase
Manhattan Bank, as Indenture Trustee (the "Indenture Trustee"),

                                WITNESSETH THAT:

                  Each party  hereto  agrees as follows  for the  benefit of the
other party and for the equal and ratable benefit of the Holders of the Issuer's
Series   1997-GMACM4  Home  Equity   Loan-Backed  Term  Notes  and  Home  Equity
Loan-Backed Variable Funding Notes (together the
"Notes").

                                 GRANTING CLAUSE

                  The  Issuer  hereby  Grants to the  Indenture  Trustee  at the
Closing Date, as trustee for the benefit of the Holders of the Notes, all of the
Issuer's  right,  title and interest in and to whether now existing or hereafter
created (a) the Revolving  Credit  Loans,  (b) all funds on deposit from time to
time  in the  Payment  Account  and in all  proceeds  thereof;  (c)  the  Credit
Enhancement  Instrument and (d) all present and future claims,  demands,  causes
and chooses in action in respect of any or all of the foregoing and all payments
on or under, and all proceeds of every kind and nature whatsoever in respect of,
any or all of the  foregoing  and all payments on or under,  and all proceeds of
every  kind and  nature  whatsoever  in the  conversion  thereof,  voluntary  or
involuntary,  into cash or other liquid property,  all cash proceeds,  accounts,
accounts  receivable,  notes,  drafts,  acceptances,  checks,  deposit accounts,
rights to payment of any and every  kind,  and other  forms of  obligations  and
receivables,  instruments and other property which at any time constitute all or
part of or are included in the proceeds of any of the  foregoing  (collectively,
the "Trust Estate" or the "Collateral").

                  The foregoing  Grant is made in trust to secure the payment of
principal  of and interest  on, and any other  amounts  owing in respect of, the
Notes,  equally and ratably without prejudice,  priority or distinction,  and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture.

                  The  foregoing  Grant shall inure to the benefit of the Credit
Enhancer  in  respect of draws made on the  Credit  Enhancement  Instrument  and
amounts owing from time to time pursuant to the Insurance Agreement  (regardless
of whether such amounts relate to the Notes or the Certificates), and such Grant
shall  continue in full force and effect for the benefit of the Credit  Enhancer
until all such amounts owing to it have been repaid in full.

                  The Indenture Trustee,  as trustee on behalf of the Holders of
the Notes,  acknowledges  such Grant,  accepts the trust under this Indenture in
accordance  with the  provisions  hereof  and  agrees to  perform  its duties as
Indenture Trustee as required herein.



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<PAGE>



                                    ARTICLE I

                                   Definitions

         Section 1.01. Definitions.  For all purposes of this Indenture,  except
as otherwise expressly provided herein or unless the context otherwise requires,
capitalized  terms not otherwise defined herein shall have the meanings assigned
to such  terms  in the  Definitions  attached  hereto  as  Appendix  A which  is
incorporated by reference herein.  All other capitalized terms used herein shall
have the meanings specified herein.

     Section 1.02.  Incorporation by Reference of Trust Indenture Act.  Whenever
this Indenture refers to a provision of the Trust Indenture Act (the "TIA"), the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

  "Commission" means the Securities and Exchange Commission.

  "indenture securities" means the Notes.

  "indenture security holder" means a Noteholder.

  "indenture to be qualified" means this Indenture.

  "indenture trustee" or "institutional trustee" means the Indenture Trustee.

"obligor" on the indenture securities means the Issuer and any other obligor on
the indenture securities.

          All other TIA terms used in this  Indenture  that are defined
by the TIA,  defined by TIA reference to another  statute or defined by
Commission rule have the meaning assigned to them by such definitions.

Section 1.03.     Rules of Construction.  Unless the context otherwise requires:

                (i)          a term has the meaning assigned to it;

     (ii) an accounting term not otherwise  defined has the meaning  assigned to
it in accordance with generally accepted accounting principles as in effect from
time to time;

              (iii)          "or" is not exclusive;

               (iv)          "including" means including without limitation;

     (v) words in the  singular  include  the  plural  and  words in the  plural
include the singular; and
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                                                         2

<PAGE>



                        (vi) any  agreement,  instrument  or statute  defined or
         referred to herein or in any  instrument  or  certificate  delivered in
         connection herewith means such agreement, instrument or statute as from
         time to time  amended,  modified or  supplemented  and includes (in the
         case  of  agreements  or  instruments)  references  to all  attachments
         thereto and instruments  incorporated  therein;  references to a Person
         are also to its permitted successors and assigns.

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                                                         3

<PAGE>



                                   ARTICLE II

                           Original Issuance of Notes

         Section 2.01.  Form. The Term Notes and the Variable  Funding Notes, in
each case together with the Indenture  Trustee's  certificate of authentication,
shall  be in  substantially  the  forms  set  forth  in  Exhibits  A-1 and  A-2,
respectively,  with such appropriate  insertions,  omissions,  substitutions and
other  variations  as are required or permitted by this  Indenture  and may have
such  letters,  numbers or other  marks of  identification  and such  legends or
endorsements placed thereon as may, consistently  herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

         The Notes shall be  typewritten,  printed,  lithographed or engraved or
produced by any  combination  of these methods  (with or without steel  engraved
borders),  all as determined by the Authorized Officers executing such Notes, as
evidenced by their execution of such Notes.

         The terms of the Notes  set forth in  Exhibits  A-1 and A-2 are part of
the terms of this Indenture.

     Section 2.02.  Execution,  Authentication and Delivery.  The Notes shall be
executed  on  behalf  of the  Issuer  by any of  its  Authorized  Officers.  The
signature  of any  such  Authorized  Officer  on the  Notes  may  be  manual  or
facsimile.

         Notes bearing the manual or facsimile signature of individuals who were
at  any  time  Authorized   Officers  of  the  Issuer  shall  bind  the  Issuer,
notwithstanding  that such  individuals  or any of them have ceased to hold such
offices prior to the  authentication  and delivery of such Notes or did not hold
such offices at the date of such Notes.

         The  Indenture  Trustee  shall upon  Issuer  Request  authenticate  and
deliver Term Notes for original issue in an aggregate  initial  principal amount
of  $194,000,000  and Variable  Funding Notes for original issue in an aggregate
initial  principal  amount of zero. The Security Balance of the Variable Funding
Notes in the aggregate may not exceed the Maximum Variable Funding
Note Balance.

         Each  Note  shall be dated  the date of its  authentication.  The Notes
shall be  issuable as  registered  Notes and the Term Notes shall be issuable in
the minimum  initial  Security  Balances of $1,000 and in integral  multiples of
$1,000 in excess thereof.

         Each  Variable  Funding Note shall be initially  issued with a Security
Balance of $0 or, if applicable,  with a Security Balance in the amount equal to
the Additional  Balance  Differential  for the Collection  Period related to the
Payment  Date  following  the date of issuance  of such  Variable  Funding  Note
pursuant to Section 4.01(c).

         No Note shall be  entitled to any benefit  under this  Indenture  or be
valid or  obligatory  for any  purpose,  unless  there  appears  on such  Note a
certificate of authentication substantially in the

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                                                         4

<PAGE>



form  provided  for  herein  executed  by the  Indenture  Trustee  by the manual
signature of one of its authorized  signatories,  and such  certificate upon any
Note shall be conclusive  evidence,  and the only  evidence,  that such Note has
been duly authenticated and delivered hereunder.

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                                                         5

<PAGE>



                                   ARTICLE III

                                    Covenants

         Section  3.01.  Collection  of Payments  with respect to the  Revolving
Credit Loans. The Indenture Trustee shall establish and maintain with itself the
Payment  Account in which the Indenture  Trustee shall,  subject to the terms of
this  paragraph,  deposit,  on the same day as it is  received  from the  Master
Servicer,  each remittance received by the Indenture Trustee with respect to the
Revolving  Credit  Loans.  The  Indenture  Trustee  shall make all  payments  of
principal of and  interest on the Notes,  subject to Section 3.03 as provided in
Section 3.05 herein from monies on deposit in the Payment Account.

         Section 3.02. Maintenance of Office or Agency. The Issuer will maintain
in the City of New York, an office or agency where,  subject to  satisfaction of
conditions  set forth  herein,  Notes may be  surrendered  for  registration  of
transfer  or  exchange,  and where  notices and demands to or upon the Issuer in
respect  of the  Notes and this  Indenture  may be  served.  The  Issuer  hereby
initially appoints the Indenture Trustee to serve as its agent for the foregoing
purposes.  If at any time the Issuer  shall fail to maintain  any such office or
agency or shall fail to furnish the Indenture  Trustee with the address thereof,
such  surrenders,  notices and  demands  may be made or served at the  Corporate
Trust Office,  and the Issuer hereby appoints the Indenture Trustee as its agent
to receive all such surrenders, notices and demands.

         Section 3.03. Money for Payments To Be Held in Trust; Paying Agent. (a)
As  provided in Section  3.01,  all  payments  of amounts  due and payable  with
respect to any Notes that are to be made from amounts withdrawn from the Payment
Account  pursuant  to Section  3.01 shall be made on behalf of the Issuer by the
Indenture  Trustee or by the Paying Agent,  and no amounts so withdrawn from the
Payment Account for payments of Notes shall be paid over to the Issuer except as
provided in this Section 3.03.

         The Issuer  will  cause  each  Paying  Agent  other than the  Indenture
Trustee to execute and deliver to the  Indenture  Trustee an instrument in which
such Paying Agent shall agree with the  Indenture  Trustee (and if the Indenture
Trustee acts as Paying Agent it hereby so agrees),  subject to the provisions of
this Section 3.03, that such Paying Agent will:

                         (i) hold all sums held by it for the payment of amounts
         due with  respect to the Notes in trust for the  benefit of the Persons
         entitled  thereto  until  such sums  shall be paid to such  Persons  or
         otherwise  disposed  of as  herein  provided  and pay such sums to such
         Persons as herein provided;

                        (ii) give the Indenture  Trustee and the Credit Enhancer
         written  notice of any  default  by the  Issuer of which it has  actual
         knowledge in the making of any payment required to be made with respect
         to the Notes;

                       (iii)  at any time  during  the  continuance  of any such
         default,  upon the written request of the Indenture Trustee,  forthwith
         pay to the  Indenture  Trustee all sums so held in trust by such Paying
         Agent;


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                                                         6

<PAGE>



                        (iv)  immediately  resign as Paying Agent and  forthwith
         pay to the  Indenture  Trustee  all sums  held by it in  trust  for the
         payment  of  Notes  if at any  time it  ceases  to meet  the  standards
         required to be met by a Paying Agent at the time of its appointment;

                         (v)  comply  with all  requirements  of the  Code  with
         respect to the withholding from any payments made by it on any Notes of
         any applicable  withholding  taxes imposed  thereon and with respect to
         any applicable reporting requirements in connection therewith; and

                        (vi)  deliver  to the  Indenture  Trustee  a copy of the
         statement to Noteholders  prepared with respect to each Payment Date by
         the Administrator pursuant to Section 4.01 of the Servicing Agreement.

         The  Issuer  may  at  any  time,  for  the  purpose  of  obtaining  the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Request direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent,  such sums to be held by the Indenture  Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and
upon such  payment by any Paying  Agent to the  Indenture  Trustee,  such Paying
Agent shall be released from all further liability with respect to such money.

         Subject to applicable laws with respect to escheat of funds,  any money
held by the  Indenture  Trustee or any Paying  Agent in trust for the payment of
any amount due with  respect to any Note and  remaining  unclaimed  for one year
after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuer on Issuer  Request;  and the Holder of such Note shall
thereafter,  as an  unsecured  general  creditor,  look only to the  Issuer  for
payment  thereof  (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture  Trustee or such Paying Agent with respect to
such trust money shall thereupon cease;  provided,  however,  that the Indenture
Trustee or such Paying Agent,  before being required to make any such repayment,
shall at the expense and direction of the Issuer cause to be published  once, in
an  Authorized  Newspaper,  notice that such money  remains  unclaimed and that,
after a date  specified  therein,  which shall not be less than 30 days from the
date of such  publication,  any unclaimed  balance of such money then  remaining
will be repaid to the Issuer.  The Indenture  Trustee may also adopt and employ,
at the  expense  and  direction  of the Issuer,  any other  reasonable  means of
notification of such repayment (including, but not limited to, mailing notice of
such  repayment  to  Holders  whose  Notes  have been  called  but have not been
surrendered  for  redemption  or whose  right to or  interest  in monies due and
payable  but not  claimed is  determinable  from the  records  of the  Indenture
Trustee  or of any  Paying  Agent,  at the last  address of record for each such
Holder).

         Section  3.04.  Existence.  The  Issuer  will keep in full  effect  its
existence, rights and franchises as a business trust under the laws of the State
of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized  under the laws of any other state or of the United States of America,
in which case the Issuer  will keep in full  effect  its  existence,  rights and
franchises  under  the laws of such  other  jurisdiction)  and will  obtain  and
preserve its  qualification  to do business in each  jurisdiction  in which such
qualification   is  or  shall  be   necessary   to  protect  the   validity  and
enforceability of this Indenture, the Notes, the Revolving Credit Loans and each
other instrument or agreement included in the Trust Estate.

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                                                         7

<PAGE>




         Section 3.05.  Payment of Principal and Interest;  Defaulted  Interest.
(a) On each  Payment Date from  amounts on deposit in the Payment  Account,  the
Paying Agent shall pay to the  Noteholders,  the  Certificate  Paying Agent,  on
behalf of the Certificateholders, and to other Persons the amounts to which they
are entitled,  as set forth in the statements delivered to the Indenture Trustee
pursuant to Section 4.01 of the Servicing  Agreement,  as set forth below in the
following order of priority:

                  (i) to the  Noteholders,  as  interest  on the Term  Notes and
         Variable Funding Notes, interest for the related Interest Period at the
         Note Rate less Interest  Shortfalls  on the Security  Balances of Notes
         immediately prior to such Payment Date, other than any
         Interest Shortfalls;

     (ii) to the  Noteholders,  as  principal  on the Term  Notes  and  Variable
Funding Notes, pro rata based on the Security  Balances  thereof,  the Principal
Collection Distribution Amount for such Payment Date;

                       (iii) to the Noteholders,  as principal to the Term Notes
         and Variable  Funding  Notes,  pro rata based on the Security  Balances
         thereof,  the Liquidation  Loss  Distribution  Amounts for such Payment
         Date, except to the extent attributable to Liquidation Loss Amounts for
         all previous  Collection  Periods with respect to which  payments  were
         made  on the  Notes  by  means  of a draw  on  the  Credit  Enhancement
         Instrument or otherwise;

     (iv) to the Credit  Enhancer,  in the amount of the  premium for the Credit
Enhancement  Instrument  (with  interest  thereon as provided  in the  Insurance
Agreement);
                         (v) to the Credit  Enhancer,  to reimburse it for prior
         draws made on the Credit Enhancement  Instrument (with interest thereon
         as provided in the Insurance  Agreement) (except for draws attributable
         to Excess Loss Amounts);

                        (vi) to the Noteholders,  as principal to the Term Notes
         and Variable  Funding  Notes,  pro rata based on the Security  Balances
         thereof,  the amount necessary to bring the Outstanding  Reserve Amount
         up to the Reserve Amount Target;

     (vii) to the Credit Enhancer, any other amounts owed to the Credit Enhancer
pursuant to the Insurance Agreement;
                      (viii) to pay the Term Notes and Variable  Funding  Notes,
         any Interest  Shortfalls  not  previously  paid (together with interest
         thereon at the Note Rate (as  adjusted  from time to time)),  pro rata,
         based on such  amount  remaining  unpaid  with  respect to each of such
         Notes;

     (ix) to the Indenture  Trustee,  any amounts owing to the Indenture Trustee
pursuant to Section 6.07 remaining unpaid; and

     (x) any remaining amount, to the Certificate Paying Agent, on behalf of the
holders of the Certificates.

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                                                         8

<PAGE>



provided, however, in the event that on a Payment Date a Credit Enhancer Default
shall have  occurred and be  continuing  then the  priorities  of  distributions
described  above  will  be  adjusted  such  that  payments  of  the  Certificate
Distribution  Amount and all other amounts to be paid to the Certificate  Paying
Agent  will not be paid  until the full  amount of  interest  and  principal  in
accordance  with  clauses  (i)  through  (iii) and (vi)  above  that are due and
required  to be paid on the  Notes  on such  Payment  Date  have  been  paid and
provided,  further,  that on the Final  Scheduled  Payment  Date or other  final
Payment Date, the amount to be paid pursuant to clause (ii) above shall be equal
to the Security  Balances of the  Securities  immediately  prior to such Payment
Date. For purposes of the foregoing, required payments of principal on the Notes
on each Payment Date will include the pro rata portion allocable to the Notes of
all  Liquidation  Loss  Amounts  for  such  Payment  Date  and for all  previous
Collection  Periods  until paid or covered in full,  to the extent not otherwise
covered  by  a  Liquidation  Loss  Distribution   Amount,  a  reduction  of  the
Outstanding Reserve Amount or a draw on the Credit Enhancement Instrument (up to
the outstanding Security Balance thereof).

         On each Payment Date, the Certificate Paying Agent shall deposit in the
Certificate  Distribution  Account  all  amounts it  received  pursuant  to this
Section 3.05 for the purpose of
distributing such funds to the Certificateholders.

         The amounts paid to Noteholders shall be paid to the Term Notes and the
Variable Funding Notes in accordance with the applicable percentage as set forth
in  paragraph  (b) below.  Interest  will accrue on the Notes during an Interest
Period on the basis of the actual number of days in such  Interest  Period and a
year assumed to consist of 360 days.

         Any installment of interest or principal,  if any,  payable on any Note
that is  punctually  paid or duly  provided for by the Issuer on the  applicable
Payment Date shall, if such Holder holds Notes of an aggregate  initial Security
Balance of at least  $10,000,  be paid to each Holder of record on the preceding
Record Date, by wire transfer to an account  specified in writing by such Holder
reasonably satisfactory to the Indenture Trustee as of the preceding Record Date
or in all other  cases or if no such  instructions  have been  delivered  to the
Indenture  Trustee,  by check to such Noteholder mailed to such Holder's address
as it appears in the Note Register the amount required to be distributed to such
Holder on such  Payment Date  pursuant to such  Holder's  Securities;  provided,
however,  that the  Indenture  Trustee  shall not pay to such Holders any amount
required to be withheld from a payment to such Holder by the Code.

         (b) The  principal of each Note shall be due and payable in full on the
Final  Scheduled  Payment  Date for such Note as provided in the related form of
Note set forth in Exhibits  A-1 and A-2. All  principal  payments on each of the
Term  Notes and the  Variable  Funding  Notes  shall be made to the  Noteholders
entitled thereto in accordance with the Percentage Interests represented by such
Notes. Upon written notice to the Indenture Trustee by the Issuer, the Indenture
Trustee  shall notify the Person in whose name a Note is registered at the close
of business on the Record Date  preceding  the Final  Scheduled  Payment Date or
other  final  Payment  Date.  Such  notice  shall be mailed  no later  than five
Business Days prior to such Final Scheduled  Payment Date or other final Payment
Date and shall specify that payment of the principal amount and any interest due
with  respect to such Note at the Final  Scheduled  Payment  Date or other final
Payment Date will be payable only upon presentation and surrender of such

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Note  and  shall  specify  the  place  where  such  Note  may be  presented  and
surrendered for such final payment.

         Section 3.06. Protection of Trust Estate. (a) The Issuer will from time
to time execute and deliver all such  supplements and amendments  hereto and all
such  financing  statements,  continuation  statements,  instruments  of further
assurance and other  instruments,  and will take such other action  necessary or
advisable to:

     (i) maintain or preserve the lien and security  interest  (and the priority
thereof) of this Indenture or carry out more effectively the purposes hereof;

     (ii) perfect,  publish  notice of or protect the validity of any Grant made
or to be made by this Indenture;


  (iii)    cause the Trust to enforce any of the Revolving Credit Loans; or

                        (iv)  preserve  and defend title to the Trust Estate and
         the rights of the Indenture  Trustee and the  Noteholders in such Trust
         Estate against the claims of all persons and parties.

         (b) Except as  otherwise  provided  in this  Indenture,  the  Indenture
Trustee  shall not remove any portion of the Trust Estate that consists of money
or is  evidenced  by an  instrument,  certificate  or  other  writing  from  the
jurisdiction  in which it was held at the  date of the most  recent  Opinion  of
Counsel delivered pursuant to Section 3.07 (or from the jurisdiction in which it
was held as  described  in the Opinion of Counsel  delivered at the Closing Date
pursuant to Section  3.07(a),  if no Opinion of Counsel  has yet been  delivered
pursuant to Section  3.07(b))  unless the Trustee  shall have first  received an
Opinion of Counsel to the effect that the lien and security  interest created by
this  Indenture  with respect to such  property  will  continue to be maintained
after giving effect to such action or actions.

         The  Issuer  hereby  designates  the  Indenture  Trustee  its agent and
attorney-in-fact to execute any financing statement,  continuation  statement or
other instrument required to be executed pursuant to this Section 3.06.

         Section 3.07. Opinions as to Trust Estate. (a) On the Closing Date, the
Issuer shall furnish to the  Indenture  Trustee and the Owner Trustee an Opinion
of Counsel at the expense of the Issuer  either  stating that, in the opinion of
such  counsel,  such  action has been taken with  respect to the  recording  and
filing of this  Indenture,  any indentures  supplemental  hereto,  and any other
requisite  documents,  and with  respect  to the  execution  and  filing  of any
financing  statements and continuation  statements,  as are necessary to perfect
and make effective the lien and security  interest in the Revolving Credit Loans
and reciting the details of such action, or stating that, in the opinion of such
counsel,  no such action is necessary  to make such lien and  security  interest
effective.

         (b) On or before  December  31st in each  calendar  year,  beginning in
1997, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel at
the expense of the Issuer  either  stating that, in the opinion of such counsel,
such action has been taken with respect to the

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recording,  filing,  re-recording and refiling of this Indenture, any indentures
supplemental  hereto and any other  requisite  documents and with respect to the
execution and filing of any financing statements and continuation  statements as
is necessary to maintain the lien and security  interest in the Revolving Credit
Loans and  reciting the details of such action or stating that in the opinion of
such  counsel no such action is  necessary  to maintain  such lien and  security
interest.  Such Opinion of Counsel  shall also describe the  recording,  filing,
re-recording and refiling of this Indenture,  any indentures supplemental hereto
and any other requisite  documents and the execution and filing of any financing
statements  and  continuation  statements  that  will,  in the  opinion  of such
counsel, be required to maintain the lien and security interest in the Revolving
Credit Loans until December 31 in the following calendar year.

     Section 3.08.  Performance of  Obligations;  Servicing  Agreement.  (a) The
Issuer will punctually perform and observe all of its obligations and agreements
contained in this  Indenture,  the Basic  Documents and in the  instruments  and
agreements included in the Trust Estate.

         (b) The  Issuer  may  contract  with  other  Persons  to  assist  it in
performing its duties under this  Indenture,  and any performance of such duties
by a Person identified to the Indenture  Trustee in an Officer's  Certificate of
the Issuer shall be deemed to be action taken by the Issuer.

         (c) The  Issuer  will not take any  action or permit  any  action to be
taken by  others  which  would  release  any  Person  from any of such  Person's
covenants or  obligations  under any of the documents  relating to the Revolving
Credit  Loans or under any  instrument  included in the Trust  Estate,  or which
would result in the  amendment,  hypothecation,  subordination,  termination  or
discharge of, or impair the validity or  effectiveness  of, any of the documents
relating  to the  Revolving  Credit  Loans or any such  instrument,  except such
actions as the Master  Servicer is expressly  permitted to take in the Servicing
Agreement.

         (d) The Issuer may retain an administrator and may enter into contracts
with other Persons for the  performance of the Issuer's  obligations  hereunder,
and  performance  of such  obligations  by such  Persons  shall be  deemed to be
performance of such obligations by the Issuer.

     Section 3.09. Negative Covenants. So long as any Notes are Outstanding, the
Issuer shall not:

     (i)  except as  expressly  permitted  by this  Indenture,  sell,  transfer,
exchange or otherwise  dispose of the Trust Estate,  unless directed to do so by
the Indenture Trustee;
                        (ii) claim any credit on, or make any deduction from the
         principal  or  interest  payable in respect  of, the Notes  (other than
         amounts properly  withheld from such payments under the Code) or assert
         any claim  against  any present or former  Noteholder  by reason of the
         payment  of the  taxes  levied or  assessed  upon any part of the Trust
         Estate;

                       (iii) (A) permit the  validity or  effectiveness  of this
         Indenture  to be impaired,  or permit the lien of this  Indenture to be
         amended,  hypothecated,  subordinated,  terminated  or  discharged,  or
         permit any Person to be released from any covenants or

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         obligations  with respect to the Notes under this  Indenture  except as
         may be expressly permitted hereby, (B) permit any lien, charge, excise,
         claim, security interest, mortgage or other encumbrance (other than the
         lien of this  Indenture)  to be  created  on or extend to or  otherwise
         arise  upon or burden  the  Trust  Estate  or any part  thereof  or any
         interest therein or the proceeds thereof or (C) permit the lien of this
         Indenture not to constitute a valid first priority security interest in
         the Trust Estate; or

                        (iv)  impair  or  cause  to  be  impaired  the  Issuer's
         interest  in  the  Revolving  Credit  Loans,  the  Designated  Seller's
         Agreement or in any Basic Document, if any such action would materially
         and adversely affect the interests of the Noteholders.

         Section  3.10.  Annual  Statement  as to  Compliance.  The Issuer  will
deliver to the Indenture  Trustee,  within 120 days after the end of each fiscal
year of the  Issuer  (commencing  with  the  fiscal  year  1997),  an  Officer's
Certificate  stating,  as to  the  Authorized  Officer  signing  such  Officer's
Certificate, that:

                         (i) a review of the  activities  of the  Issuer  during
         such year and of its  performance  under this  Indenture  and the Trust
         Agreement has been made under such  Authorized  Officer's  supervision;
         and

                        (ii) to the best of such Authorized Officer's knowledge,
         based on such review,  the Issuer has complied with all  conditions and
         covenants  under  this  Indenture  and  the  provisions  of  the  Trust
         Agreement  throughout such year, or, if there has been a default in its
         compliance  with any such condition or covenant,  specifying  each such
         default  known to such  Authorized  Officer  and the  nature and status
         thereof.

     Section  3.11.  Recording  of  Assignments.  The Issuer  shall  enforce the
obligation of the Designated Seller under the Designated  Seller's  Agreement to
submit or cause to be  submitted  for  recording  all  Assignments  of Mortgages
within 60 days of  receipt of  recording  information  by the  Master  Servicer.
Section 3.12. Representations and Warranties Concerning the Revolving
Credit Loans. The Indenture  Trustee,  as pledgee of the Revolving Credit Loans,
has the benefit of the  representations  and  warranties  made by the Designated
Seller in Section 3.1(a) and Section 3.1(b) of the Designated Seller's Agreement
concerning  the  Revolving  Credit  Loans and the right to enforce the  remedies
against the Designated  Seller provided in such Section 3.1(a) or Section 3.1(b)
to the same  extent as though  such  representations  and  warranties  were made
directly to the Indenture Trustee.

         Section 3.13.  Assignee of Record of the Mortgage  Loans. As pledgee of
the Revolving Credit Loans, the Indenture Trustee shall hold record title to the
Revolving  Credit  Loans by being  named  as  payee in the  endorsements  of the
Mortgage Notes and assignee in the  Assignments of Mortgage to be recorded under
Section 2.1 of the Designated Seller's  Agreement.  Except as expressly provided
in the Designated  Seller's Agreement or in the Servicing Agreement with respect
to any specific  Revolving Credit Loan, the Indenture  Trustee shall not execute
any endorsement or assignment or otherwise release or transfer such record

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title to any of the  Revolving  Credit  Loans  until such time as the  remaining
Trust Estate may be released pursuant to Section 8.05(b).

         Section  3.14.  Master  Servicer  as Agent and Bailee of the  Indenture
Trustee.  Solely for purposes of  perfection  under Section 9-305 of the Uniform
Commercial Code or other similar applicable law, rule or regulation of the state
in which such property is held by the Master  Servicer,  the  Indenture  Trustee
hereby  acknowledges  that the Master  Servicer is acting as agent and bailee of
the Indenture  Trustee in holding  amounts on deposit in the  Custodial  Account
pursuant to Section 3.02 of the  Servicing  Agreement  that are allocable to the
Revolving Credit Loans, as well as the agent and bailee of the Indenture Trustee
in holding any Related  Documents  released to the Master  Servicer  pursuant to
Section 3.06(c) of the Servicing  Agreement,  and any other items constituting a
part of the Trust Estate which from time to time come into the possession of the
Master  Servicer.  It is intended that, by the Master  Servicer's  acceptance of
such agency pursuant to Section 3.02 of the Servicing  Agreement,  the Indenture
Trustee,  as a pledgee of the  Revolving  Credit  Loans,  will be deemed to have
possession  of such  Related  Documents,  such  monies and such other  items for
purposes of Section 9-305 of the Uniform  Commercial  Code of the state in which
such property is held by the Master Servicer.

         Section  3.15.  Investment  Company Act. The Issuer shall not become an
"investment  company" or under the "control" of an "investment  company" as such
terms are  defined in the  Investment  Company  Act of 1940,  as amended (or any
successor  or  amendatory  statute),  and the rules and  regulations  thereunder
(taking into  account not only the general  definition  of the term  "investment
company"  but  also  any  available  exceptions  to  such  general  definition);
provided, however, that the Issuer shall be in compliance with this Section 3.15
if  it  shall  have  obtained  an  order  exempting  it  from  regulation  as an
"investment  company" so long as it is in compliance with the conditions imposed
in such order.

     Section  3.16.  Issuer  May  Consolidate,  etc.  (a) The  Issuer  shall not
consolidate or merge with or into any other Person, unless:
                         (i) the Person (if other than the Issuer)  formed by or
         surviving such  consolidation or merger shall be a Person organized and
         existing under the laws of the United States of America or any state or
         the District of Columbia and shall  expressly  assume,  by an indenture
         supplemental  hereto,  executed and delivered to the Indenture Trustee,
         in form reasonably  satisfactory to the Indenture Trustee,  the due and
         punctual  payment of the  principal of and interest on all Notes and to
         the Certificate Paying Agent, on behalf of the  Certificateholders  and
         the  performance or observance of every  agreement and covenant of this
         Indenture on the part of the Issuer to be performed or observed, all as
         provided herein;

     (ii)  immediately  after  giving  effect to such  transaction,  no Event of
Default shall have occurred and be continuing;
                       (iii) the Issuer receives  consent of the Credit Enhancer
         and the Rating  Agencies  shall  have  notified  the  Issuer  that such
         transaction shall not cause the rating of the Notes or the Certificates
         to be reduced, suspended or withdrawn or to be considered

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<PAGE>



by either Rating Agency to be below investment grade without taking into account
the Credit Enhancement Instrument;
                        (iv) the  Issuer  shall  have  received  an  Opinion  of
         Counsel  (and  shall have  delivered  copies  thereof to the  Indenture
         Trustee and the Credit  Enhancer)  to the effect that such  transaction
         will not have any material  adverse tax consequence to the Issuer,  any
         Noteholder or any Certificateholder;

(v) any action that is  necessary  to maintain  the lien and  security  interest
created by this Indenture shall have been taken; and
                        (vi) the Issuer shall have  delivered  to the  Indenture
         Trustee an Officer's Certificate and an Opinion of Counsel each stating
         that such  consolidation  or  merger  and such  supplemental  indenture
         comply with this Article III and that all conditions  precedent  herein
         provided  for  relating to such  transaction  have been  complied  with
         (including any filing required by the Exchange Act).

         (b) The Issuer  shall not convey or transfer any of its  properties  or
assets, including those included in the Trust Estate, to any Person, unless:

                         (i) the Person that  acquires by conveyance or transfer
         the  properties  and assets of the Issuer the conveyance or transfer of
         which is hereby  restricted  shall (A) be a United States  citizen or a
         Person  organized  and existing  under the laws of the United States of
         America  or  any  state,  (B)  expressly   assumes,   by  an  indenture
         supplemental  hereto,  executed and delivered to the Indenture Trustee,
         in form  satisfactory  to the Indenture  Trustee,  the due and punctual
         payment  of  the  principal  of  and  interest  on all  Notes  and  the
         performance  or  observance  of every  agreement  and  covenant of this
         Indenture on the part of the Issuer to be performed or observed, all as
         provided  herein,  (C) expressly  agrees by means of such  supplemental
         indenture that all right, title and interest so conveyed or transferred
         shall be subject and subordinate to the rights of Holders of the Notes,
         (D) unless otherwise provided in such supplemental indenture, expressly
         agrees to indemnify,  defend and hold  harmless the Issuer  against and
         from any loss,  liability or expense  arising  under or related to this
         Indenture  and the  Notes  and (E)  expressly  agrees  by means of such
         supplemental indenture that such Person (or if a group of Persons, than
         one specified  Person) shall make all filings with the Commission  (and
         any  other  appropriate   Person)  required  by  the  Exchange  Act  in
         connection with the Notes;

(ii) immediately after giving effect to such transaction, no Default or Event of
Default shall have occurred and be continuing;
                       (iii) the Issuer receives  consent of the Credit Enhancer
         and the Rating  Agencies  shall  have  notified  the  Issuer  that such
         transaction shall not cause the rating of the Notes or the Certificates
         to be reduced, suspended or withdrawn, if determined, without regard to
         the Credit Enhancement Instrument;


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<PAGE>



                        (iv) the  Issuer  shall  have  received  an  Opinion  of
         Counsel  (and  shall have  delivered  copies  thereof to the  Indenture
         Trustee) to the effect that such transaction will not have any material
         adverse tax consequence to the Issuer or any Noteholder;

     (v) any action that is necessary to maintain the lien and security interest
created by this Indenture shall have been taken; and
                        (vi) the Issuer shall have  delivered  to the  Indenture
         Trustee an Officer's Certificate and an Opinion of Counsel each stating
         that such conveyance or transfer and such supplemental indenture comply
         with this Article III and that all conditions precedent herein provided
         for relating to such transaction have been complied with (including any
         filing required by the Exchange Act).

         Section 3.17.  Successor or Transferee.  (a) Upon any  consolidation or
merger of the Issuer in accordance with Section 3.16(a), the Person formed by or
surviving such  consolidation or merger (if other than the Issuer) shall succeed
to, and be  substituted  for,  and may  exercise  every  right and power of, the
Issuer under this Indenture with the same effect as if such Person
had been named as the Issuer herein.

         (b) Upon a conveyance  or transfer of all the assets and  properties of
the Issuer pursuant to Section  3.16(b),  the Issuer will be released from every
covenant and agreement of this Indenture to be observed or performed on the part
of the Issuer with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee of such conveyance or transfer.

     Section  3.18.  No Other  Business.  The  Issuer  shall  not  engage in any
business other than financing,  purchasing,  owning and selling and managing the
Revolving  Credit  Loans and the issuance of the Notes and  Certificates  in the
manner contemplated by this Indenture and the Basic Documents and all activities
incidental thereto.

     Section  3.19.  No Borrowing.  The Issuer shall not issue,  incur,  assume,
guarantee  or  otherwise  become  liable,   directly  or  indirectly,   for  any
indebtedness except for the Notes.

         Section 3.20. Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by this Indenture or the Basic  Documents,  the Issuer shall not
make any loan or advance or credit to, or guarantee  (directly or  indirectly or
by an instrument having the effect of assuring  another's payment or performance
on any obligation or capability of so doing or otherwise),  endorse or otherwise
become  contingently  liable,  directly or  indirectly,  in connection  with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or
agree contingently to do so) any stock, obligations, assets or securities of, or
any other interest in, or make any capital contribution to, any other Person.

     Section  3.21.  Capital  Expenditures.   The  Issuer  shall  not  make  any
expenditure  (by long- term or operating  lease or otherwise) for capital assets
(either realty or personalty).

     Section  3.22.  Owner  Trustee  Not  Liable  for  Certificates  or  Related
Documents. The recitals contained herein shall be taken as the statements of the
Depositor, and the Owner
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<PAGE>



Trustee assumes no responsibility for the correctness thereof. The Owner Trustee
makes no representations as to the validity or sufficiency of this Indenture, of
any Basic  Document or of the  Certificates  (other than the  signatures  of the
Owner Trustee on the  Certificates)  or the Notes, or of any Related  Documents.
The Owner Trustee  shall at no time have any  responsibility  or liability  with
respect to the  sufficiency of the Owner Trust Estate or its ability to generate
the payments to be distributed to  Certificateholders  under the Trust Agreement
or the  Noteholders  under this  Indenture,  including,  the  compliance  by the
Depositor  or the  Designated  Seller with any warranty or  representation  made
under any Basic Document or in any related  document or the accuracy of any such
warranty or  representation,  or any action of the Certificate Paying Agent, the
Certificate  Registrar or the  Indenture  Trustee taken in the name of the Owner
Trustee.

         Section 3.23.  Restricted  Payments.  The Issuer shall not, directly or
indirectly,  (i) pay any  dividend or make any  distribution  (by  reduction  of
capital or otherwise),  whether in cash,  property,  securities or a combination
thereof,  to the Owner  Trustee  or any owner of a  beneficial  interest  in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer,  (ii) redeem,  purchase,  retire or  otherwise  acquire for
value any such  ownership  or equity  interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose;  provided,  however,  that
the Issuer may make, or cause to be made, (x) distributions to the Owner Trustee
and the  Certificateholders  as  contemplated  by, and to the  extent  funds are
available  for such purpose  under the Trust  Agreement  and (y) payments to the
Master  Servicer  pursuant to the terms of the Servicing  Agreement.  The Issuer
will not,  directly or indirectly,  make payments to or  distributions  from the
Custodial  Account  except  in  accordance  with  this  Indenture  and the Basic
Documents.

     Section  3.24.  Notice of Events of  Default.  The  Issuer  shall  give the
Indenture  Trustee,  the Credit  Enhancer and the Rating Agencies prompt written
notice of each Event of Default hereunder and under the Trust Agreement.

         Section  3.25.  Further  Instruments  and  Acts.  Upon  request  of the
Indenture Trustee,  the Issuer will execute and deliver such further instruments
and do such further acts as may be  reasonably  necessary or proper to carry out
more effectively the purpose of this Indenture.

         Section 3.26.  Statements  to  Noteholders.  On each Payment Date,  the
Indenture  Trustee and the  Certificate  Registrar shall forward by mail to each
Noteholder and Certificateholder,  respectively,  the Statement delivered to it,
on the Business Day following the related Determination Date pursuant to Section
4.01 of the Servicing Agreement.

         Section 3.27.  Determination of Note Rate. On the second LIBOR Business
Day immediately preceding (i) the Closing Date in the case of the first Interest
Period and (ii) the first day of each succeeding  Interest Period, the Indenture
Trustee shall  determine  LIBOR and the Note Rate for such  Interest  Period and
shall  inform  the  Issuer,  the  Master  Servicer,  the  Administrator  and the
Depositor at their respective  facsimile  numbers given to the Indenture Trustee
in writing thereof.

     Section 3.28. Payments under the Credit Enhancement Instrument.  (a) On any
Payment Date, the Indenture Trustee shall make a draw on the Credit  Enhancement
Instrument in an
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<PAGE>



amount if any equal to the Credit  Enhancement Draw Amount.  For purposes of the
foregoing,  amounts in the Payment Account available for interest  distributions
on any Payment  Date shall be deemed to include all amounts  distributed  on the
Revolving  Credit  Loans  for  such  Payment  Date,  other  than  the  Principal
Collection  Distribution Amount and the Liquidation Loss Distribution Amount (if
any) distributed thereon. On any Dissolution Payment Date, the Indenture Trustee
shall make a draw on the Credit  Enhancement  Instrument  in an amount,  if any,
equal to the Dissolution Draw. In addition, on the Final Scheduled Payment Date,
the Indenture Trustee shall make a draw on the Credit Enhancement  Instrument in
the amount by which the  Security  Balances on the Notes  exceeds  the  payments
otherwise  available  to be made to the Holders  thereof on the Final  Scheduled
Payment Date.

         (b) The Indenture  Trustee shall submit,  if a Credit  Enhancement Draw
Amount or Dissolution  Draw is specified in any Statement to Holders prepared by
the  Administrator  pursuant to Section  4.01 of the  Servicing  Agreement,  the
Notice of  NonPayment  and Demand for  Payment of Insured  Amounts  (in the form
attached as Exhibit A to the Credit Enhancement Instrument) in the amount of the
Credit  Enhancement  Draw Amount or Dissolution  Draw to the Credit  Enhancer no
later than 2:00 P.M.,  New York City time,  on the second  Business Day prior to
the applicable Payment Date. Upon receipt of such Credit Enhancement Draw Amount
or  Dissolution  Draw in  accordance  with the terms of the  Credit  Enhancement
Instrument,  the Indenture  Trustee shall deposit such Credit  Enhancement  Draw
Amount  or  Dissolution   Draw  in  the  Payment  Account  for  distribution  to
Noteholders pursuant to Section 3.05.

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                                   ARTICLE IV

               The Notes; Satisfaction and Discharge of Indenture

         Section 4.01. The Notes;  Increase of Maximum Variable Funding Balance;
Variable  Funding Notes. (a) The Term Notes shall be registered in the name of a
nominee  designated by the Depository.  Beneficial Owners will hold interests in
the Term Notes through the  book-entry  facilities of the  Depository in minimum
initial Security  Balances of $1,000 and integral  multiples of $1,000 in excess
thereof.  The Capped  Funding  Notes will be issued as  physical  notes in fully
registered  form in minimum  initial  Security  Balances of $10,000 and integral
multiples  of $1,000 in excess  thereof,  together  with any  additional  amount
necessary  to cover (i) the  aggregate  initial  Security  Balance of the Capped
Funding Notes  surrendered  at the time of the initial  denominational  exchange
thereof (with such initial  Security Balance in each case being deemed to be the
Security  Balance  of the  Capped  Funding  Notes  at the  time of such  initial
denominational  exchange thereof) or (ii) the aggregate initial Security Balance
of any Capped  Funding Notes issued in an exchange  described in subsection  (d)
below.

         The  Indenture  Trustee may for all purposes  (including  the making of
payments  due  on  the  Notes)  deal  with  the  Depository  as  the  authorized
representative  of the Beneficial  Owners with respect to the Term Notes for the
purposes of exercising the rights of Holders of Term Notes hereunder.  Except as
provided in the next  succeeding  paragraph of this Section 4.01,  the rights of
Beneficial  Owners  with  respect  to the Term  Notes  shall be limited to those
established  by law  and  agreements  between  such  Beneficial  Owners  and the
Depository  and  Depository  Participants.  Except as provided in Section  4.08,
Beneficial Owners shall not be entitled to definitive  certificates for the Term
Notes as to which they are the Beneficial Owners.  Requests and directions from,
and votes of, the  Depository  as Holder of the Term  Notes  shall not be deemed
inconsistent if they are made with respect to different  Beneficial  Owners. The
Indenture  Trustee may  establish a reasonable  record date in  connection  with
solicitations  of consents from or voting by Noteholders  and give notice to the
Depository  of such  record  date.  Without  the  consent  of the Issuer and the
Indenture Trustee, no Term Note may be transferred by the Depository except to a
successor  Depository  that  agrees  to hold such  Note for the  account  of the
Beneficial Owners.

         In the event the  Depository  Trust  Company  resigns  or is removed as
Depository,  the Indenture Trustee with the approval of the Issuer may appoint a
successor  Depository.  If no successor  Depository has been appointed within 30
days of the effective  date of the  Depository's  resignation  or removal,  each
Beneficial  Owner shall be entitled to  certificates  representing  the Notes it
beneficially owns in the manner prescribed in Section 4.08.

         The Notes shall, on original issue, be executed on behalf of the Issuer
by the  Owner  Trustee,  not in its  individual  capacity  but  solely  as Owner
Trustee,  authenticated  by the Note  Registrar  and  delivered by the Indenture
Trustee to or upon the order of the Issuer.

         (b) On  each  Payment  Date,  the  aggregate  Security  Balance  of the
Variable  Funding Notes shall be increased by an amount equal to the  Additional
Balance  Differential  for such Payment  Date,  subject to the Maximum  Variable
Funding Note Balance and the terms and
conditions set forth below.

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         (c) The Variable Funding Note issued on the Closing Date shall bear the
Designation  "VFN-1" and each new  Variable  Funding  Note will bear  sequential
numerical designations in
the order of their issuance.

         (d) Subject to the following conditions, the Variable Funding Notes may
be  exchanged  pursuant to Section  4.02 for one or more Capped  Funding  Notes.
Prior to any such  exchange,  the party  requesting the exchange must provide an
Opinion  of  Counsel,  addressed  to the  Credit  Enhancer,  the  Issuer and the
Indenture Trustee, to the effect that the Capped Funding Notes shall qualify for
federal  income tax purposes as  indebtedness  of the Issuer and the Issuer will
not be  characterized  as an  association  (or a  publicly  traded  partnership)
taxable as a  corporation  or a taxable  mortgage  pool  within  the  meaning of
Section  7701(i) of the Code. If required by the Opinion of Counsel,  the Capped
Funding  Notes may be  issued  concurrently  with a  reduction  in the  Security
Balance of the Variable Funding Notes and an equivalent increase in the Security
Balance of the  Certificates,  pursuant to Section 3.12 of the Trust  Agreement.
Upon receipt of the Opinion of Counsel, the Indenture Trustee shall issue Capped
Funding Notes with a Security  Balance equal to the Security  Balance  permitted
under  such  Opinion  of  Counsel,  in  minimum  denominations  as set  forth in
subsection  (a)  above.  The Capped  Funding  Notes  shall bear the  designation
"Capped" in addition to any other applicable  designation.  Any Security Balance
not  represented  by either a Capped Funding Note or an increase in the Security
Balance of the Certificates  referred to above shall result in the issuance of a
new Variable Funding Note having an initial Security Balance equal to the excess
of the outstanding  Security Balance of the Variable Funding Note so surrendered
over the initial  Security  Balances of the Capped Funding Notes and an increase
in the Security  Balance of the  Certificates  referred to above.  The Indenture
Trustee  and the  Issuer  agree to  cooperate  with  each  other  and the  party
requesting the exchange of Variable  Funding Notes for Capped Funding Notes, the
Credit Enhancer, the Depositor,  the Designated Seller and the Owner Trustee and
to cause no  unreasonably  delay in issuing  Capped  Funding Notes in connection
with this Section and Section 3.12 of the Trust Agreement.

         Section 4.02.  Registration of and Limitations on Transfer and Exchange
of Notes;  Appointment  of Certificate  Registrar.  The Issuer shall cause to be
kept at the Indenture Trustee's Corporate Trust Office a Note Register in which,
subject to such reasonable  regulations as it may prescribe,  the Note Registrar
shall  provide for the  registration  of Notes and of transfers and exchanges of
Notes as herein provided.

         Subject to the  restrictions  and  limitations  set forth  below,  upon
surrender  for  registration  of  transfer  of any Note at the  Corporate  Trust
Office,  the Issuer shall execute and the Note Registrar shall  authenticate and
deliver,  in the name of the designated  transferee or transferees,  one or more
new Notes in authorized initial Security Balances  evidencing the same aggregate
Percentage Interests.

         No Variable  Funding Note,  other than any Capped Funding Notes, may be
transferred. Subject to the provisions set forth below, Capped Funding Notes may
be transferred,  provided that with respect to the initial  transfer  thereof by
the  Designated  Seller prior written  notification  of such transfer shall have
been given to the Rating Agencies and to the Credit Enhancer by the
Designated Seller.


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         No transfer, sale, pledge or other disposition of a Capped Funding Note
shall be made unless such transfer,  sale, pledge or other disposition is exempt
from the  registration  requirements  of the Securities Act of 1933, as amended,
and any applicable  state securities laws or is made in accordance with said Act
and laws. In the event of any such transfer, the Indenture Trustee or the Issuer
shall require the  transferee to execute  either (i)(a) an investment  letter in
substantially  the  form  attached  hereto  as  Exhibit  B (or in such  form and
substance reasonably satisfactory to the Indenture Trustee and the Issuer) which
investment letters shall not be an expense of the Trust, the Owner Trustee,  the
Indenture  Trustee,  the Master Servicer,  the Depositor or the Issuer and which
investment  letter states that,  among other things,  such  transferee  (a) is a
"qualified  institutional  buyer" as defined under Rule 144A, acting for its own
account or the  accounts of other  "qualified  institutional  buyers" as defined
under Rule 144A, and (b) is aware that the proposed  transferor  intends to rely
on the exemption  from  registration  requirements  under the  Securities Act of
1933, as amended,  provided by Rule 144A or (ii)(a) a written Opinion of Counsel
(which  may  be  in-house  counsel)  acceptable  to and in  form  and  substance
reasonably  satisfactory  to the  Indenture  Trustee  and the  Issuer  that such
transfer  may be  made  pursuant  to an  exemption,  describing  the  applicable
exemption  and the  basis  therefor,  from  said Act and  laws or is being  made
pursuant to said Act and laws,  which Opinion of Counsel shall not be an expense
of the  Indenture  Trustee  or the Issuer and (b) the  Indenture  Trustee  shall
require the transferee  executes an investment  letter in substantially the form
of  Exhibit  C hereto  and the  transferor  executes  a  representation  letter,
substantially  in the form of  Exhibit  D hereto  acceptable  to and in form and
substance  reasonably  satisfactory  to the  Issuer  and the  Indenture  Trustee
certifying to the Issuer and the Indenture  Trustee the facts  surrounding  such
transfer,  which  investment  letter  shall not be an expense  of the  Indenture
Trustee or the Issuer.  The Holder of a Capped  Funding Note  desiring to effect
such transfer shall, and does hereby agree to,  indemnify the Indenture  Trustee
the Credit  Enhancer and the Issuer against any liability that may result if the
transfer  is not so exempt or is not made in  accordance  with such  federal and
state laws. Notwithstanding the foregoing, the restriction of transfer specified
in this  paragraph is not  applicable to any Capped Funding Notes that have been
registered  under the  Securities  Act of 1933  pursuant  to Section  2.4 of the
Designated Seller's Agreement.

         Subject to the foregoing,  at the option of the Noteholders,  Notes may
be exchanged for other Notes of like tenor,  in each case in authorized  initial
Security  Balances  evidencing  the same  aggregate  Percentage  Interests  upon
surrender of the Notes to be exchanged at the Corporate Trust Office of the Note
Registrar.  With respect to any  surrender of Capped  Funding Notes for exchange
the new Notes delivered in exchange therefor will bear the designation  "Capped"
in  addition to any other  applicable  designations.  Whenever  any Notes are so
surrendered  for  exchange,  the  Indenture  Trustee  shall execute and the Note
Registrar shall  authenticate and deliver the Notes which the Noteholder  making
the  exchange is entitled to receive.  Each Note  presented or  surrendered  for
registration  of  transfer  or  exchange  shall  (if so  required  by  the  Note
Registrar) be duly  endorsed by, or be  accompanied  by a written  instrument of
transfer in form reasonably satisfactory to the Note Registrar duly executed by,
the  Holder  thereof  or his  attorney  duly  authorized  in  writing  with such
signature  guaranteed by a commercial  bank or trust company located or having a
correspondent  located in the city of New York.  Notes  delivered  upon any such
transfer or exchange will evidence the same obligations, and will be entitled to
the same rights and privileges, as the Notes surrendered.


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<PAGE>



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

         All Notes  surrendered for  registration of transfer and exchange shall
be cancelled by the Note  Registrar and  delivered to the Indenture  Trustee for
subsequent destruction without liability on the part of either.

         The  Issuer  hereby  appoints  the  Indenture  Trustee  as  Certificate
Registrar to keep at its Corporate Trust Office a Certificate  Register pursuant
to Section  3.09 of the Trust  Agreement  in which,  subject to such  reasonable
regulations as it may prescribe, the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges  thereof pursuant to
Section 3.05 of the Trust Agreement.  The Indenture  Trustee hereby accepts such
appoint-
ment.

         Section 4.03.  Mutilated,  Destroyed,  Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives  evidence to its satisfaction of the destruction,  loss or theft of any
Note,  and (ii) there is delivered  to the  Indenture  Trustee such  security or
indemnity as may be required by it to hold the Issuer and the Indenture  Trustee
harmless,  then, in the absence of notice to the Issuer,  the Note  Registrar or
the Indenture Trustee that such Note has been acquired by a bona fide purchaser,
and  provided  that the  requirements  of Section  8-405 of the UCC are met, the
Issuer  shall  execute,  and  upon  its  request  the  Indenture  Trustee  shall
authenticate  and  deliver,  in exchange  for or in lieu of any such  mutilated,
destroyed,  lost or stolen Note, a replacement Note of the same class; provided,
however,  that if any such  destroyed,  lost or stolen Note, but not a mutilated
Note,  shall have become or within seven days shall be due and payable,  instead
of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable without surrender thereof. If, after the delivery of
such replacement Note or payment of a destroyed, lost or stolen Note pursuant to
the proviso to the  preceding  sentence,  a bona fide  purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Indenture Trustee shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered
or any  Person  taking  such  replacement  Note  from  such  Person to whom such
replacement  Note was  delivered or any  assignee of such Person,  except a bona
fide purchaser,  and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer or the Indenture Trustee in connection therewith.

         Upon the issuance of any replacement  Note under this Section 4.03, the
Issuer may require the payment by the Holder of such Note of a sum sufficient to
cover any tax or other  governmental  charge  that may be  imposed  in  relation
thereto and any other  reasonable  expenses  (including the fees and expenses of
the Indenture Trustee) connected therewith.

         Every  replacement  Note  issued  pursuant  to  this  Section  4.03  in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original  additional  contractual  obligation of the Issuer,  whether or not the
mutilated, destroyed, lost or stolen Note shall be at

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<PAGE>



any time  enforceable  by anyone,  and shall be entitled to all the  benefits of
this  Indenture  equally and  proportionately  with any and all other Notes duly
issued hereunder.

         The  provisions of this Section 4.03 are  exclusive and shall  preclude
(to the  extent  lawful)  all other  rights  and  remedies  with  respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

         Section 4.04.  Persons  Deemed  Owners.  Prior to due  presentment  for
registration of transfer of any Note, the Issuer,  the Indenture Trustee and any
agent of the Issuer or the Indenture  Trustee may treat the Person in whose name
any Note is  registered  (as of the day of  determination)  as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever,  whether or not such Note be
overdue,  and  neither the Issuer,  the  Indenture  Trustee nor any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.

         Section  4.05.   Cancellation.   All  Notes  surrendered  for  payment,
registration  of transfer,  exchange or redemption  shall, if surrendered to any
Person other than the Indenture  Trustee,  be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee.  The Issuer may at any
time deliver to the  Indenture  Trustee for  cancellation  any Notes  previously
authenticated and delivered  hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes  cancelled  as  provided in this  Section  4.05,  except as  expressly
permitted by this  Indenture.  All cancelled Notes may be held or disposed of by
the  Indenture  Trustee in  accordance  with its standard  retention or disposal
policy as in effect at the time  unless  the  Issuer  shall  direct by an Issuer
Request that they be destroyed or returned to it;  provided  however,  that such
Issuer Request is timely and the Notes have not been  previously  disposed of by
the Indenture Trustee.

         Section 4.06. Book-Entry Notes. The Term Notes, upon original issuance,
will be issued in the form of  typewritten  Notes  representing  the  Book-Entry
Notes, to be delivered to The Depository Trust Company,  the initial Depository,
by, or on behalf of, the Issuer.  Such Term Notes shall  initially be registered
on the Note  Register  in the name of Cede & Co.,  the  nominee  of the  initial
Depository,  and no Beneficial Owner will receive a Definitive Note representing
such  Beneficial  Owner's  interest in such Note,  except as provided in Section
4.08.  Unless and until  definitive,  fully  registered  Notes (the  "Definitive
Notes") have been issued to Beneficial Owners pursuant to Section 4.08:

   (i)    the provisions of this Section 4.06 shall be in full force and effect;

                        (ii) the Note Registrar and the Indenture  Trustee shall
         be  entitled  to deal  with the  Depository  for all  purposes  of this
         Indenture  (including  the payment of  principal of and interest on the
         Notes and the giving of  instructions  or directions  hereunder) as the
         sole  holder of the Term  Notes,  and shall have no  obligation  to the
         Owners of Term Notes;

                       (iii) to the extent that the  provisions  of this Section
         4.06  conflict  with  any  other  provisions  of  this  Indenture,  the
         provisions of this Section 4.06 shall control;

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<PAGE>




                        (iv) the rights of Beneficial  Owners shall be exercised
         only through the Depository  and shall be limited to those  established
         by law  and  agreements  between  such  Owners  of Term  Notes  and the
         Depository  and/or  the  Depository  Participants.   Unless  and  until
         Definitive  Term Notes are issued pursuant to Section 4.08, the initial
         Depository  will  make   book-entry   transfers  among  the  Depository
         Participants  and receive and  transmit  payments of  principal  of and
         interest on the Notes to such Depository Participants; and

                         (v) whenever this Indenture requires or permits actions
         to be taken based upon  instructions  or  directions of Holders of Term
         Notes evidencing a specified percentage of the Security Balances of the
         Term Notes, the Depository shall be deemed to represent such percentage
         only to the extent  that it has  received  instructions  to such effect
         from  Beneficial  Owners  and/or  Depository   Participants  owning  or
         representing,  respectively, such required percentage of the beneficial
         interest in the Term Notes and has delivered such  instructions  to the
         Indenture Trustee.

         Section  4.07.  Notices  to  Depository.  Whenever  a  notice  or other
communication to the Term Note Holders is required under this Indenture,  unless
and until  Definitive  Term Notes  shall have been issued to  Beneficial  Owners
pursuant to Section 4.08, the Indenture  Trustee shall give all such notices and
communications  specified herein to be given to Holders of the Term Notes to the
Depository, and shall have no obligation to the Beneficial Owners.

         Section 4.08. Definitive Notes. If (i) the Indenture Trustee determines
that the  Depository  is no longer  willing or able to  properly  discharge  its
responsibilities  with  respect to the Term Notes and the  Indenture  Trustee is
unable to locate a qualified  successor,  (ii) the Indenture  Trustee  elects to
terminate  the  book-entry  system  through  the  Depository  or (iii) after the
occurrence of an Event of Default,  Owners of Term Notes representing beneficial
interests  aggregating at least a majority of the Security  Balances of the Term
Notes advise the  Depository  in writing that the  continuation  of a book-entry
system  through  the  Depository  is no  longer  in the  best  interests  of the
Beneficial  Owners,  then the Depository shall notify all Beneficial  Owners and
the  Indenture  Trustee  of  the  occurrence  of  any  such  event  and  of  the
availability of Definitive Term Notes to Beneficial  Owners requesting the same.
Upon  surrender  to  the  Indenture   Trustee  of  the  typewritten  Term  Notes
representing the Book-Entry Notes by the Depository, accompanied by registration
instructions,   the  Issuer  shall  execute  and  the  Indenture  Trustee  shall
authenticate  the Definitive Term Notes in accordance  with the  instructions of
the Depository.  None of the Issuer, the Note Registrar or the Indenture Trustee
shall  be  liable  for  any  delay  in  delivery  of such  instructions  and may
conclusively  rely on, and shall be protected in relying on, such  instructions.
Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the
Holders of the Definitive Notes as Noteholders.

         Section  4.09.  Tax  Treatment.   The  Issuer  has  entered  into  this
Indenture,  and the Notes will be issued,  with the intention that, for federal,
state and local income,  single  business and franchise tax purposes,  the Notes
will qualify as indebtedness.  The Issuer, by entering into this Indenture,  and
each Noteholder, by its acceptance of its Note (and each Beneficial Owner by its
acceptance of an interest in the applicable Book-Entry Note), agree to treat the
Notes for federal,  state and local  income,  single  business and franchise tax
purposes as indebtedness.


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<PAGE>



         Section 4.10.  Satisfaction and Discharge of Indenture.  This Indenture
shall cease to be of further  effect with  respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09,
3.16, 3.18 and 3.19, (v) the rights, obligations and immunities of the Indenture
Trustee  hereunder  (including the rights of the Indenture Trustee under Section
6.07 and the  obligations of the Indenture  Trustee under Section 4.11) and (vi)
the rights of Noteholders as  beneficiaries  hereof with respect to the property
so deposited with the Indenture  Trustee  payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer,  shall execute
proper  instruments  acknowledging  satisfaction and discharge of this Indenture
with respect to the Notes, when

                  (A)      either

                  (1) all Notes  theretofore  authenticated and delivered (other
         than (i) Notes that have been  destroyed,  lost or stolen and that have
         been  replaced or paid as  provided in Section  4.03 and (ii) Notes for
         whose  payment  money  has  theretofore  been  deposited  in  trust  or
         segregated and held in trust by the Issuer and thereafter repaid to the
         Issuer or discharged from such trust, as provided in Section 3.03) have
         been delivered to the Indenture Trustee for cancellation; or

     (2) all  Notes not  theretofore  delivered  to the  Indenture  Trustee  for
cancellation
                           a.       have become due and payable,

     b. will become due and payable at the Final  Scheduled  Payment Date within
one year, or

     c. have been declared immediately due and payable pursuant to Section 5.02.
         and  the  Issuer,  in the  case  of a.  or b.  above,  has  irrevocably
         deposited  or caused to be  irrevocably  deposited  with the  Indenture
         Trustee cash or direct obligations of or obligations  guaranteed by the
         United  States of America  (which  will  mature  prior to the date such
         amounts  are  payable),  in  trust  for  such  purpose,  in  an  amount
         sufficient to pay and discharge the entire  indebtedness  on such Notes
         and  Certificates  then  outstanding not  theretofore  delivered to the
         Indenture  Trustee  for  cancellation  when due on the Final  Scheduled
         Payment Date;

     (B) the  Issuer  has paid or  caused  to be paid  all  other  sums  payable
hereunder and under the Insurance Agreement by the Issuer; and

                  (C) the Issuer has delivered to the Indenture  Trustee and the
         Credit  Enhancer an  Officer's  Certificate,  an Opinion of Counsel and
         each meeting the applicable  requirements of Section 10.01 each stating
         that all  conditions  precedent  herein  provided  for  relating to the
         satisfaction  and discharge of this  Indenture  have been complied with
         and, if the Opinion of Counsel  relates to a deposit made in connection
         with Section

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<PAGE>



4.10(A)(2)b.  above,  such  opinion  shall  further be to the  effect  that such
deposit will not have any material adverse tax  consequences to the Issuer,  any
Noteholders or any Certificateholders.

         Section 4.11. Application of Trust Money. All monies deposited with the
Indenture  Trustee  pursuant to Section  4.10 hereof  shall be held in trust and
applied  by it,  in  accordance  with  the  provisions  of the  Notes  and  this
Indenture,  to the  payment,  either  directly  or through  any Paying  Agent or
Certificate Paying Agent, as the Indenture Trustee may determine, to the Holders
of  Securities,  of all sums due and to become due  thereon  for  principal  and
interest;  but such monies need not be segregated from other funds except to the
extent required herein or required by law.

         Section  4.12.  Subrogation  and  Cooperation.  (a) The  Issuer and the
Indenture  Trustee  acknowledge that (i) to the extent the Credit Enhancer makes
payments under the Credit  Enhancement  Instrument on account of principal of or
interest  on the  Revolving  Credit  Loans,  the Credit  Enhancer  will be fully
subrogated to the rights the  Noteholders to receive such principal and interest
from the Revolving Credit Loans, and (ii) the Credit Enhancer shall be paid such
principal  and  interest  but only from the sources  and in the manner  provided
herein and in the  Insurance  Agreement  for the payment of such  principal  and
interest.

         The  Indenture  Trustee  shall  cooperate  in  all  respects  with  any
reasonable  request by the Credit Enhancer for action to preserve or enforce the
Credit  Enhancer's  rights or interest  under this  Indenture  or the  Insurance
Agreement, consistent with this Indenture and without limiting the rights of the
Noteholders  as  otherwise  set  forth  in  the  Indenture,  including,  without
limitation, upon the occurrence and continuance of a default under the Insurance
Agreement, a request to take any one or more of the following actions:

                         (i)  institute  Proceedings  for the  collection of all
         amounts then payable on the Notes,  or under this  Indenture in respect
         to the Notes and all amounts payable under the Insurance  Agreement and
         to enforce any judgment  obtained  and collect  from the Issuer  monies
         adjudged due;

                        (ii) sell the Trust  Estate or any  portion  thereof  or
         rights or interest therein,  at one or more public or private Sales (as
         defined in Section  5.15  hereof)  called and  conducted  in any manner
         permitted by law;

     (iii)  file or  record  all  assignments  that  have  not  previously  been
recorded;
     (iv)  institute  Proceedings  from time to time for the complete or partial
foreclosure of this Indenture; and
                         (v) exercise any remedies of a secured  party under the
         Uniform  Commercial  Code and  take any  other  appropriate  action  to
         protect  and enforce  the rights and  remedies  of the Credit  Enhancer
         hereunder.


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<PAGE>



                  Following  the  payment  in  full  of the  Notes,  the  Credit
Enhancer shall  continue to have all rights and privileges  provided to it under
this Section and in all other  provisions of this  Indenture,  until all amounts
owing to the Credit Enhancer have been paid in full.

         Section 4.13.  Repayment of Monies Held by Paying Agent.  In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all monies then held by any Person other than the  Indenture  Trustee  under the
provisions of this  Indenture  with respect to such Notes shall,  upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.05 and thereupon  such Paying Agent shall be released from all further
liability with respect to such monies.

         Section  4.14.   Temporary  Notes.   Pending  the  preparation  of  any
Definitive  Notes,  the Issuer may execute and upon its written  direction,  the
Indenture  Trustee may authenticate  and make available for delivery,  temporary
Notes that are  printed,  lithographed,  typewritten,  photocopied  or otherwise
produced,  in any  denomination,  substantially  of the tenor of the  Definitive
Notes in lieu of which  they are issued  and with such  appropriate  insertions,
omissions,  substitutions  and other  variations as the officers  executing such
Notes may determine, as evidenced by their execution of such Notes.

         If temporary Notes are issued,  the Issuer will cause  Definitive Notes
to be  prepared  without  unreasonable  delay.  After  the  preparation  of  the
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon  surrender of the temporary  Notes at the office or agency of the Indenture
Trustee,  without charge to the Holder.  Upon surrender for  cancellation of any
one or more temporary Notes, the Issuer shall execute and the Indenture  Trustee
shall  authenticate  and make  available  for  delivery,  in exchange  therefor,
Definitive  Notes of  authorized  denominations  and of like tenor and aggregate
principal amount. Until so exchanged, such temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as Definitive Notes.

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<PAGE>



                                    ARTICLE V

                              Default and Remedies

         Section  5.01.  Events of  Default.  The  Issuer  shall  deliver to the
Indenture  Trustee and the Credit  Enhancer,  within five days after learning of
the  occurrence  any event which with the giving of notice and the lapse of time
would become an Event of Default under clause (iii) of the  definition of "Event
of Default" written notice in the form of an Officer's Certificate of its status
and what action the Issuer is taking or proposes to take with respect thereto.

         Section 5.02. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing or if the Master  Servicer shall
purchase  all of the  Revolving  Credit  Loans  pursuant to Section  8.08 of the
Servicing  Agreement,  then and in every such case the Indenture  Trustee or the
Holders of Notes  representing not less than a majority of the Security Balances
of all Notes with the  written  consent of the  Credit  Enhancer,  or the Credit
Enhancer may declare the Notes to be immediately due and payable, by a notice in
writing to the Issuer (and to the  Indenture  Trustee if given by  Noteholders),
and upon any such  declaration  the  unpaid  principal  amount of such  class of
Notes,  together with accrued and unpaid  interest  thereon  through the date of
acceleration, shall become immediately due and payable.

         At any time after such  declaration  of  acceleration  of maturity with
respect to an Event of Default has been made and before a judgment or decree for
payment  of the  money  due  has  been  obtained  by the  Indenture  Trustee  as
hereinafter  in this  Article V provided,  the Holders of Notes  representing  a
majority of the Security  Balances of all Notes, by written notice to the Issuer
and the Indenture  Trustee with the written consent of the Credit  Enhancer,  or
the Credit  Enhancer,  may in writing  waive the  related  Event of Default  and
rescind and annul such declaration and its consequences if:

     (i) the  Issuer  has paid or  deposited  with the  Indenture  Trustee a sum
sufficient to pay:
                           (A) all  payments of principal of and interest on the
                  Notes and all other  amounts that would then be due  hereunder
                  or upon the Notes if the Event of Default  giving rise to such
                  acceleration had not occurred; and

     (B) all sums paid or advanced by the  Indenture  Trustee  hereunder and the
reasonable compensation,  expenses,  disbursements and advances of the Indenture
Trustee and its agents and counsel; and
                        (ii) all Events of Default, other than the nonpayment of
         the  principal  of the  Notes  that  has  become  due  solely  by  such
         acceleration, have been cured or waived as provided in Section 5.12.

         No such  rescission  shall affect any subsequent  default or impair any
right consequent thereto.

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<PAGE>




     Section  5.03.  Collection of  Indebtedness  and Suits for  Enforcement  by
Indenture Trustee.
         (a) The Issuer  covenants  that if  default  in the  payment of (i) any
interest on any Note when the same  becomes due and  payable,  and such  default
continues for a period of five days, or (ii) the principal of or any installment
of the  principal of any Note when the same becomes due and payable,  the Issuer
shall, upon demand of the Indenture  Trustee,  pay to it, for the benefit of the
Holders  of  Notes,  the  whole  amount  then due and  payable  on the Notes for
principal  and  interest,  with  interest  upon the  overdue  principal,  and in
addition  thereto such further  amount as shall be sufficient to cover the costs
and expenses of  collection,  including the reasonable  compensation,  expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel.

         (b) In case the Issuer  shall fail  forthwith  to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an express
trust,  subject to the  provisions  of Section  10.17  hereof  may  institute  a
Proceeding for the  collection of the sums so due and unpaid,  and may prosecute
such  Proceeding to judgment or final  decree,  and may enforce the same against
the Issuer or other obligor upon the Notes and collect in the manner provided by
law out of the property of the Issuer or other obligor upon the Notes,  wherever
situated, the monies adjudged or decreed to be payable.

         (c) If an Event of Default  occurs  and is  continuing,  the  Indenture
Trustee  subject  to the  provisions  of  Section  10.17  hereof  may,  as  more
particularly provided in Section 5.04, in its discretion, proceed to protect and
enforce  its  rights  and the  rights of the  Noteholders,  by such  appropriate
Proceedings  as the Indenture  Trustee shall deem most  effective to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement  in this  Indenture  or in aid of the  exercise  of any power  granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Indenture Trustee by this Indenture or by law.

         (d) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Trust  Estate,  Proceedings  under Title 11 of the United States Code or any
other applicable  federal or state bankruptcy,  insolvency or other similar law,
or in case a receiver,  assignee  or trustee in  bankruptcy  or  reorganization,
liquidator,  sequestrator  or similar  official shall have been appointed for or
taken  possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial  Proceedings  relative to the Issuer
or other  obligor upon the Notes,  or to the creditors or property of the Issuer
or such other  obligor,  the  Indenture  Trustee,  irrespective  of whether  the
principal of any Notes shall then be due and payable as therein  expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any  demand  pursuant  to the  provisions  of this  Section,  shall be
entitled and empowered, by intervention in such Proceedings or otherwise:

                         (i) to file and prove a claim or  claims  for the whole
         amount of  principal  and  interest  owing and unpaid in respect of the
         Notes and to file such other papers or documents as may be necessary or
         advisable  in  order  to  have  the  claims  of the  Indenture  Trustee
         (including  any  claim for  reasonable  compensation  to the  Indenture
         Trustee and each predecessor  Indenture  Trustee,  and their respective
         agents, attorneys and counsel,

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<PAGE>



         and for reimbursement of all expenses and liabilities incurred, and all
         advances made, by the Indenture Trustee and each predecessor  Indenture
         Trustee,  except as a result of negligence,  willful  misconduct or bad
         faith) and of the Noteholders allowed in such Proceedings;

                        (ii)   unless   prohibited   by   applicable   law   and
         regulations,  to vote on behalf of the Holders of Notes in any election
         of a trustee,  a standby trustee or Person performing similar functions
         in any such Proceedings;

                       (iii) to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute all amounts
         received  with  respect  to the  claims of the  Noteholders  and of the
         Indenture Trustee on their behalf; and

                        (iv) to file such  proofs  of claim and other  papers or
         documents  as may be necessary or advisable in order to have the claims
         of the  Indenture  Trustee  or the  Holders  of  Notes  allowed  in any
         judicial  proceedings  relative to the Issuer,  its  creditors  and its
         property;

and any trustee,  receiver,  liquidator,  custodian or other similar official in
any such  Proceeding is hereby  authorized by each of such  Noteholders  to make
payments to the Indenture Trustee,  and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders,  to pay to
the Indenture  Trustee such amounts as shall be  sufficient to cover  reasonable
compensation to the Indenture  Trustee,  each predecessor  Indenture Trustee and
their  respective  agents,  attorneys  and counsel,  and all other  expenses and
liabilities  incurred,  and all advances made, by the Indenture Trustee and each
predecessor  Indenture  Trustee  except  as  a  result  of  negligence,  willful
misconduct or bad faith.

         (e) Nothing herein contained shall be deemed to authorize the Indenture
Trustee to  authorize  or consent to or vote for or accept or adopt on behalf of
any  Noteholder  any  plan  of   reorganization,   arrangement,   adjustment  or
composition  affecting  the Notes or the  rights  of any  Holder  thereof  or to
authorize  the  Indenture  Trustee  to  vote  in  respect  of the  claim  of any
Note-holder  in any  such  proceeding  except,  as  aforesaid,  to vote  for the
election of a trustee in bankruptcy or similar Person.

         (f) All rights of action and of asserting  claims under this Indenture,
or under any of the Notes, may be enforced by the Indenture  Trustee without the
possession of any of the Notes or the  production  thereof in any trial or other
Proceedings relative thereto,  and any such action or proceedings  instituted by
the Indenture  Trustee shall be brought in its own name as trustee of an express
trust,  and any  recovery of judgment,  subject to the payment of the  expenses,
disbursements  and  compensation  of the  Indenture  Trustee,  each  predecessor
Indenture  Trustee and their respective  agents and attorneys,  shall be for the
ratable benefit of the Holders of the Term Notes or the Variable  Funding Notes,
as applicable.

         (g) In any Proceedings  brought by the Indenture  Trustee (and also any
Proceedings  involving the  interpretation of any provision of this Indenture to
which the Indenture  Trustee shall be a party),  the Indenture  Trustee shall be
held to represent all the Holders of the Notes, and it shall not be necessary to
make any Noteholder a party to any such Proceedings.

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<PAGE>




     Section 5.04. Remedies;  Priorities.  (a) If an Event of Default shall have
occurred and be continuing,  the Indenture  Trustee subject to the provisions of
Section  10.17  hereof may with the  written  consent of the Credit  Enhancer or
shall at the  written  direction  of the Credit  Enhancer  do one or more of the
following (subject to Section 5.05):

                         (i)  institute  Proceedings  in  its  own  name  and as
         trustee of an express  trust for the  collection  of all  amounts  then
         payable  on the Notes or under this  Indenture  with  respect  thereto,
         whether by declaration or otherwise,  and all amounts payable under the
         Insurance  Agreement,  enforce any judgment obtained,  and collect from
         the Issuer and any other obligor upon such Notes monies adjudged due;

     (ii)  institute  Proceedings  from time to time for the complete or partial
foreclosure of this Indenture with respect to the Trust Estate;

                       (iii)  exercise any remedies of a secured party under the
         UCC and take any other  appropriate  action to protect  and enforce the
         rights and  remedies  of the  Indenture  Trustee and the Holders of the
         Notes; and

                        (iv) sell the Trust  Estate or any  portion  thereof  or
         rights or  interest  therein,  at one or more  public or private  sales
         called and conducted in any manner permitted by law;

provided,  however,  that  the  Indenture  Trustee  may not  sell  or  otherwise
liquidate  the  Trust  Estate  following  an Event of  Default,  unless  (A) the
Indenture  Trustee  obtains the consent of the Holders of 100% of the  aggregate
Security  Balances of the Notes and the Credit Enhancer,  which consent will not
be  unreasonably  withheld,  (B)  the  proceeds  of  such  sale  or  liquidation
distributable  to Holders are  sufficient  to discharge in full all amounts then
due and unpaid upon the Notes for  principal  and interest and to reimburse  the
Credit  Enhancer for any amounts drawn under the Credit  Enhancement  Instrument
and any other amounts due the Credit  Enhancer under the Insurance  Agreement or
(C) the Indenture  Trustee  determines that the Revolving  Credit Loans will not
continue  to  provide  sufficient  funds for the  payment  of  principal  of and
interest  on the Notes as they would  have  become due if the Notes had not been
declared due and payable,  and the Indenture  Trustee obtains the consent of the
Credit  Enhancer,  which consent will not be unreasonably  withheld,  and of the
Holders  of 66  2/3%  of  the  aggregate  Security  Balances  of the  Notes.  In
determining  such  sufficiency or  insufficiency  with respect to clause (B) and
(C), the Indenture Trustee may, but need not, obtain and rely upon an opinion of
an Independent  investment banking or accounting firm of national  reputation as
to the  feasibility  of such proposed  action and as to the  sufficiency  of the
Trust  Estate for such  purpose.  Notwithstanding  the  foregoing,  so long as a
Servicing  Default has not occurred,  any Sale of the Trust Estate shall be made
subject to the continued  servicing of the Revolving  Credit Loans by the Master
Servicer as provided in the Servicing Agreement.

         (b) If the Indenture Trustee collects any money or property pursuant to
this Article V, it shall pay out the money or property in the following order:

 FIRST:  to the Indenture Trustee for amounts due under Section 6.07;


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<PAGE>



SECOND:  to Holders of the Notes for amounts due and unpaid on the related Notes
for interest,  ratably, without preference or priority of any kind, according to
the amounts due and payable on such Notes for interest from amounts available in
the Trust Estate for such Noteholders;

THIRD:  to Holders of the Notes for amounts due and unpaid on the related  Notes
for principal, ratably, without preference or priority of any kind, according to
the amounts due and payable on such Notes for principal,  from amounts available
in the Trust Estate for such  Noteholders,  until the  Security  Balances of the
Notes have been reduced to zero;

FOURTH: [reserved];

FIFTH:  to the payment of all amounts due and owing to the Credit Enhancer
under the Insurance Agreement;

SIXTH:  to the Certificate Paying Agent for amounts due under Article VIII
of the Trust Agreement; and

SEVENTH: to the payment of the remainder, if any, to the Issuer or any other
person legally entitled thereto.

         The  Indenture  Trustee may fix a record date and payment  date for any
payment to  Noteholders  pursuant to this Section  5.04. At least 15 days before
such record date, the Indenture  Trustee shall mail to each  Noteholder a notice
that states the record date, the payment date and the amount to be paid.

         Section 5.05.  Optional  Preservation of the Trust Estate. If the Notes
have been declared to be due and payable  under Section 5.02  following an Event
of Default and such declaration and its consequences have not been rescinded and
annulled,  the  Indenture  Trustee may, but need not,  (but shall at the written
direction of the Credit  Enhancer) elect to take and maintain  possession of the
Trust Estate.  It is the desire of the parties hereto and the  Noteholders  that
there be at all times  sufficient  funds for the  payment  of  principal  of and
interest on the Notes and other  obligations of the Issuer including  payment to
the Credit  Enhancer,  and the  Indenture  Trustee  shall take such  desire into
account when determining  whether or not to take and maintain  possession of the
Trust  Estate.  In  determining  whether to take and maintain  possession of the
Trust Estate,  the Indenture  Trustee may, but need not, obtain and rely upon an
opinion of an  Independent  investment  banking or  accounting  firm of national
reputation  as to  the  feasibility  of  such  proposed  action  and  as to  the
sufficiency of the Trust Estate for such purpose.


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<PAGE>



     Section  5.06.  Limitation  of Suits.  No Holder of any Note shall have any
right to institute any Proceeding,  judicial or otherwise,  with respect to this
Indenture,  or for the  appointment  of a receiver or trustee,  or for any other
remedy hereunder, unless and subject to the provisions of Section 10.17 hereof:

     (i) such  Holder  has  previously  given  written  notice to the  Indenture
Trustee of a continuing Event of Default;

                       (ii) the  Holders  of not less  than 25% of the  Security
         Balances  of the  Notes  have made  written  request  to the  Indenture
         Trustee  to  institute  such  Proceeding  in  respect  of such Event of
         Default in its own name as Indenture Trustee hereunder;

     (iii)  such  Holder  or  Holders  have  offered  to the  Indenture  Trustee
reasonable indemnity against the costs,  expenses and liabilities to be incurred
in complying with such request;

     (iv) the  Indenture  Trustee for 60 days after its receipt of such  notice,
request and offer of indemnity has failed to institute such Proceedings; and

                        (v) no direction  inconsistent with such written request
         has been given to the  Indenture  Trustee  during such 60-day period by
         the Holders of a majority of the  Security  Balances of the Notes or by
         the Credit Enhancer.

It is  understood  and intended  that no one or more Holders of Notes shall have
any right in any manner  whatever by virtue of, or by availing of, any provision
of this  Indenture  to  affect,  disturb  or  prejudice  the rights of any other
Holders of Notes or to obtain or to seek to obtain  priority or preference  over
any other  Holders or to enforce any right under this  Indenture,  except in the
manner herein provided.

         In the  event  the  Indenture  Trustee  shall  receive  conflicting  or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each  representing  less than a majority of the Security  Balances of the Notes,
the Indenture  Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.

         Section 5.07.  Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the Holder
of any Note  shall have the  right,  which is  absolute  and  unconditional,  to
receive  payment of the  principal of and  interest,  if any, on such Note on or
after  the  respective  due  dates  thereof  expressed  in such  Note or in this
Indenture and to institute  suit for the  enforcement  of any such payment,  and
such right shall not be impaired without the consent of such Holder.

         Section  5.08.  Restoration  of Rights and  Remedies.  If the Indenture
Trustee or any  Noteholder has instituted any Proceeding to enforce any right or
remedy  under  this  Indenture  and such  Proceeding  has been  discontinued  or
abandoned  for any  reason or has been  determined  adversely  to the  Indenture
Trustee  or to such  Noteholder,  then and in every  such case the  Issuer,  the
Indenture  Trustee and the Noteholders  shall,  subject to any  determination in
such  Proceeding,  be  restored  severally  and  respectively  to  their  former
positions hereunder, and

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<PAGE>



thereafter all rights and remedies of the Indenture  Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.

         Section 5.09. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture  Trustee,  the Credit Enhancer or to
the  Noteholders  is intended to be exclusive of any other right or remedy,  and
every right and remedy shall, to the extent  permitted by law, be cumulative and
in addition to every other right and remedy given  hereunder or now or hereafter
existing at law or in equity or  otherwise.  The  assertion or employment of any
right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

         Section 5.10.  Delay or Omission Not a Waiver.  No delay or omission of
the Indenture Trustee, the Credit Enhancer or any Holder of any Note to exercise
any right or remedy  accruing  upon any Event of Default  shall  impair any such
right or  remedy  or  constitute  a waiver of any such  Event of  Default  or an
acquiescence  therein.  Every right and remedy given by this Article V or by law
to the Indenture  Trustee or to the  Noteholders  may be exercised  from time to
time, and as often as may be deemed  expedient,  by the Indenture  Trustee or by
the Noteholders, as the case may be.

         Section 5.11. Control by Noteholders.  The Holders of a majority of the
Security  Balances  of Notes with the  consent of the  Credit  Enhancer,  or the
Credit  Enhancer (so long as no Credit  Enhancer  Default exists) shall have the
right to direct the time,  method and place of conducting any Proceeding for any
remedy  available  to  the  Indenture  Trustee  with  respect  to the  Notes  or
exercising any trust or power conferred on the Indenture Trustee; provided that:

     (i) such  direction  shall not be in conflict  with any rule of law or with
this Indenture;

                       (ii) subject to the express  terms of Section  5.04,  any
         direction  to the  Indenture  Trustee  to sell or  liquidate  the Trust
         Estate shall be by Holders of Notes  representing not less than 100% of
         the Security Balances of Notes with the consent of the Credit Enhancer,
         or the Credit Enhancer (so long as no Credit Enhancer Default exists);

                      (iii) if the  conditions  set forth in  Section  5.05 have
         been  satisfied  and the Indenture  Trustee  elects to retain the Trust
         Estate  pursuant to such  Section,  then any direction to the Indenture
         Trustee by Holders of Notes representing less than 100% of the Security
         Balances of Notes to sell or liquidate  the Trust Estate shall be of no
         force and effect; and

     (iv) the  Indenture  Trustee may take any other action deemed proper by the
Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of Noteholders set forth in this Section,  subject to
Section 6.01, the Indenture  Trustee need not take any action that it determines
might involve it in liability or might materially adversely affect the rights of
any Noteholders not consenting to such action.


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<PAGE>



         Section 5.12. Waiver of Past Defaults.  Prior to the declaration of the
acceleration  of the  maturity  of the Notes as provided  in Section  5.02,  the
Holders of Notes of not less than a majority  of the  Security  Balances  of the
Notes with the consent of the Credit  Enhancer,  or the Credit Enhancer (so long
as no Credit  Enhancer  Default  exists) may waive any past Event of Default and
its  consequences  except an Event of  Default  (a) with  respect  to payment of
principal  of or interest on any of the Notes or (b) in respect of a covenant or
provision  hereof which cannot be modified or amended without the consent of the
Holder of each Note. In the case of any such waiver,  the Issuer,  the Indenture
Trustee and the Holders of the Notes shall be restored to their former positions
and rights  hereunder,  respectively;  but no such  waiver  shall  extend to any
subsequent or other Event of Default or impair any right consequent thereto.

         Upon any such waiver,  any Event of Default arising  therefrom shall be
deemed to have been cured and not to have  occurred,  for every  purpose of this
Indenture;  but no such waiver shall extend to any  subsequent or other Event of
Default or impair any right consequent thereto.

         Section  5.13.  Undertaking  for Costs.  All parties to this  Indenture
agree, and each Holder of any Note by such Holder's  acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture,  or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture  Trustee,  the  filing  by any  party  litigant  in  such  suit  of an
undertaking  to pay the  costs of such  suit,  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party  litigant;  but the
provisions  of this Section 5.13 shall not apply to (a) any suit  instituted  by
the Indenture  Trustee,  (b) any suit instituted by any Noteholder,  or group of
Noteholders, in each case holding in the aggregate more than 10% of the Security
Balances  of the  Notes or (c) any suit  instituted  by any  Noteholder  for the
enforcement  of the payment of  principal of or interest on any Note on or after
the respective due dates expressed in such Note and in this Indenture.

         Section 5.14.  Waiver of Stay or Extension  Laws. The Issuer  covenants
(to the extent  that it may  lawfully do so) that it will not at any time insist
upon,  or plead or in any  manner  whatsoever,  claim  or take  the  benefit  or
advantage  of, any stay or extension  law wherever  enacted,  now or at any time
hereafter in force,  that may affect the  covenants or the  performance  of this
Indenture;  and the  Issuer (to the extent  that it may  lawfully  do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
shall not hinder,  delay or impede the execution of any power herein  granted to
the  Indenture  Trustee,  but will suffer and permit the execution of every such
power as though no such law had been enacted.

         Section 5.15. Sale of Trust Estate. (a) The power to effect any sale or
other  disposition  (a "Sale") of any  portion of the Trust  Estate  pursuant to
Section 5.04 is  expressly  subject to the  provisions  of Section 5.05 and this
Section  5.15.  The power to effect any such Sale shall not be  exhausted by any
one or more Sales as to any portion of the Trust Estate  remaining  unsold,  but
shall continue  unimpaired until the entire Trust Estate shall have been sold or
all  amounts  payable  on the  Notes  and  under  this  Indenture  and under the
Insurance Agreement shall have been paid. The Indenture Trustee may from time to
time postpone any public Sale by public  announcement made at the time and place
of such Sale.  The Indenture  Trustee hereby  expressly  waives its right to any
amount fixed by law as compensation for any Sale.

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         (b) The Indenture  Trustee shall not in any private Sale sell the Trust
Estate, or any portion thereof, unless:

     (1) the Holders of all Notes and the Credit  Enhancer  consent to or direct
the Indenture Trustee to make, such Sale, or

                  (2) the  proceeds  of such  Sale  would be not  less  than the
entire  amount which would be payable to the  Noteholders  under the Notes,  the
Certificateholders  under the Certificates and the Credit Enhancer in respect of
amounts drawn under the Credit Enhancement  Instrument and any other amounts due
the Credit  Enhancer under the Insurance  Agreement,  in full payment thereof in
accordance  with Section 5.02, on the Payment Date next  succeeding  the date of
such Sale, or

                  (3) The Indenture Trustee determines,  in its sole discretion,
that the  conditions for retention of the Trust Estate set forth in Section 5.05
cannot be satisfied (in making any such determination, the Indenture Trustee may
rely upon an opinion of an  Independent  investment  banking  firm  obtained and
delivered as provided in Section 5.05), and the Credit Enhancer consents to such
Sale,  which  consent  will  not  be  unreasonably   withheld  and  the  Holders
representing  at least 66-2/3% of the Security  Balances of the Notes consent to
such Sale.

The purchase by the Indenture  Trustee of all or any portion of the Trust Estate
at a private  Sale shall not be deemed a Sale or other  disposition  thereof for
purposes of this Section 5.15(b).

         (c) Unless the Holders and the Credit Enhancer have otherwise consented
or directed the Indenture  Trustee,  at any public Sale of all or any portion of
the Trust  Estate at which a minimum  bid equal to or  greater  than the  amount
described in paragraph (2) of  subsection  (b) of this Section 5.15 has not been
established  by the  Indenture  Trustee and no Person bids an amount equal to or
greater than such amount,  the  Indenture  Trustee  shall bid an amount at least
$1.00 more than the highest other bid.

   (d)  In connection with a Sale of all or any portion of the Trust Estate:

                  (1) any  Holder or  Holders  of Notes may bid for and with the
consent of the Credit Enhancer  purchase the property offered for sale, and upon
compliance  with the terms of sale may hold,  retain and  possess and dispose of
such property,  without further accountability,  and may, in paying the purchase
money therefor, deliver any Notes or claims for interest thereon in lieu of cash
up to the amount  which  shall,  upon  distribution  of the net proceeds of such
sale, be payable thereon, and such Notes, in case the amounts so payable thereon
shall be less than the amount due  thereon,  shall be  returned  to the  Holders
thereof after being appropriately stamped to show such partial payment;

                  (2) the Indenture Trustee may bid for and acquire the property
offered  for Sale in  connection  with any Sale  thereof,  and,  subject  to any
requirements  of, and to the extent  permitted by,  applicable law in connection
therewith,  may  purchase  all or any  portion of the Trust  Estate in a private
sale, and, in lieu of paying cash therefor, may make settlement for the purchase
price by crediting  the gross Sale price against the sum of (A) the amount which
would be  distributable  to the Holders of the Notes and Holders of Certificates
and amounts owing to

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the Credit  Enhancer as a result of such Sale in accordance with Section 5.04(b)
on the Payment Date next  succeeding  the date of such Sale and (B) the expenses
of  the  Sale  and  of  any  Proceedings  in  connection   therewith  which  are
reimbursable  to it,  without  being  required  to produce the Notes in order to
complete any such Sale or in order for the net Sale price to be credited against
such Notes, and any property so acquired by the Indenture  Trustee shall be held
and dealt with by it in accordance with the provisions of this Indenture;

     (3)  the  Indenture  Trustee  shall  execute  and  deliver  an  appropriate
instrument of conveyance  transferring  its interest in any portion of the Trust
Estate in connection with a Sale thereof;

                  (4) the Indenture Trustee is hereby irrevocably  appointed the
agent and  attorney-in-fact of the Issuer to transfer and convey its interest in
any portion of the Trust Estate in connection  with a Sale thereof,  and to take
all action necessary to effect such Sale; and

                  (5) no purchaser or  transferee  at such a Sale shall be bound
to ascertain the Indenture Trustee's authority, inquire into the satisfaction of
any conditions precedent or see to the application of any monies.

         Section 5.16.  Action on Notes.  The Indenture  Trustee's right to seek
and recover  judgment on the Notes or under this Indenture shall not be affected
by the  seeking,  obtaining  or  application  of any other  relief under or with
respect to this Indenture.  Neither the lien of this Indenture nor any rights or
remedies of the Indenture  Trustee or the  Noteholders  shall be impaired by the
recovery of any judgment by the Indenture  Trustee  against the Issuer or by the
levy of any  execution  under such judgment upon any portion of the Trust Estate
or upon any of the assets of the Issuer.  Any money or property collected by the
Indenture Trustee shall be applied in accordance with Section 5.04(b).

         Section 5.17.  Performance and Enforcement of Certain Obligations.  (a)
Promptly  following a written  request from the Credit Enhancer or the Indenture
Trustee with the written consent of the Credit Enhancer to do so, the Issuer, in
its capacity as holder of the Revolving  Credit Loans,  shall,  with the written
consent of the Credit  Enhancer,  take all such lawful  action as the  Indenture
Trustee may request to cause the Issuer to compel or secure the  performance and
observance by the Designated Seller and the Master Servicer,  as applicable,  of
each of  their  obligations  to the  Issuer  under  or in  connection  with  the
Designated Seller's Agreement and the Servicing  Agreement,  and to exercise any
and all rights, remedies, powers and privileges lawfully available to the Issuer
under or in connection with the Designated  Seller's Agreement and the Servicing
Agreement to the extent and in the manner directed by the Indenture Trustee,  as
pledgee of the Revolving Credit Loans,  including the transmission of notices of
default on the part of the Designated  Seller or the Master Servicer  thereunder
and the institution of legal or administrative  actions or proceedings to compel
or secure performance by the Designated Seller or the Master Servicer of each of
their  obligations  under the  Designated  Seller's  Agreement and the Servicing
Agreement.

         (b)  If an  Event  of  Default  has  occurred  and is  continuing,  the
Indenture  Trustee,  as pledgee of the Revolving  Credit  Loans,  subject to the
rights of the Credit  Enhancer  under the  Servicing  Agreement  may, and at the
direction (which direction shall be in writing or by

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telephone (confirmed in writing promptly  thereafter)) of the Holders of 66-2/3%
of the  Security  Balances of the Notes shall,  exercise  all rights,  remedies,
powers, privileges and claims of the Issuer against the Designated Seller or the
Master  Servicer under or in connection with the Designated  Seller's  Agreement
and the Servicing Agreement,  including the right or power to take any action to
compel or secure  performance  or  observance  by the  Designated  Seller or the
Master Servicer,  as the case may be, of each of their obligations to the Issuer
thereunder  and to give  any  consent,  request,  notice,  direction,  approval,
extension or waiver under the  Designated  Seller's  Agreement and the Servicing
Agreement,  as the case may be, and any right of the Issuer to take such  action
shall not be suspended.  In connection therewith, as determined by the Indenture
Trustee,  the Issuer shall take all actions  necessary to effect the transfer of
the Revolving Credit Loans to the Indenture Trustee.

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                                   ARTICLE VI

                              The Indenture Trustee

         Section 6.01. Duties of Indenture  Trustee.  (a) If an Event of Default
has occurred and is continuing,  the Indenture Trustee shall exercise the rights
and powers  vested in it by this  Indenture  and use the same degree of care and
skill in their  exercise  as a prudent  person  would  exercise or use under the
circumstances in the conduct of such person's own affairs.

         (b)  Except during the continuance of an Event of Default:

                        (i) the  Indenture  Trustee  undertakes  to perform such
         duties  and only  such  duties  as are  specifically  set forth in this
         Indenture and no implied  covenants or  obligations  shall be read into
         this Indenture against the Indenture Trustee; and

                       (ii)  in the  absence  of bad  faith  on  its  part,  the
         Indenture  Trustee  may  conclusively  rely,  as to  the  truth  of the
         statements and the correctness of the opinions expressed therein,  upon
         certificates  or  opinions  furnished  to  the  Indenture  Trustee  and
         conforming  to  the  requirements  of  this  Indenture;   however,  the
         Indenture  Trustee  shall  examine  the  certificates  and  opinions to
         determine  whether  or not they  conform  to the  requirements  of this
         Indenture.

         (c) The Indenture  Trustee may not be relieved  from  liability for its
own  negligent  action,  its own  negligent  failure  to act or its own  willful
misconduct, except that:

     (i) this  paragraph  does not limit the  effect  of  paragraph  (b) of this
Section 6.01;

                       (ii) the  Indenture  Trustee  shall not be liable for any
         error of judgment made in good faith by a Responsible Officer unless it
         is proved that the Indenture  Trustee was negligent in ascertaining the
         pertinent facts; and

                      (iii) the  Indenture  Trustee  shall  not be  liable  with
         respect  to any  action  it takes  or  omits  to take in good  faith in
         accordance with a direction received by it (A) pursuant to Section 5.11
         or (B) from the Credit Enhancer, which it is entitled to give under any
         of the Basic Documents.

         (d) The Indenture Trustee shall not be liable for interest on any money
received by it except as the  Indenture  Trustee  may agree in writing  with the
Issuer.

         (e) Money held in trust by the Indenture Trustee need not be segregated
from  other  funds  except to the  extent  required  by law or the terms of this
Indenture or the Trust Agreement.

         (f) No provision of this Indenture shall require the Indenture  Trustee
to expend or risk its own funds or otherwise  incur  financial  liability in the
performance  of any of its duties  hereunder  or in the  exercise  of any of its
rights or powers, if it shall have reasonable grounds

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to believe that repayment of such funds or adequate  indemnity against such risk
or liability is not reasonably assured to it.

         (g) Every  provision  of this  Indenture  relating  to the  conduct  or
affecting  the liability of or affording  protection  to the  Indenture  Trustee
shall be subject to the  provisions of this Section and to the provisions of the
TIA.

     Section 6.02.  Rights of Indenture  Trustee.  (a) The Indenture Trustee may
rely on any  document  believed  by it to be genuine  and to have been signed or
presented by the proper person.  The Indenture  Trustee need not investigate any
fact or matter stated in the document.
         (b) Before the Indenture  Trustee acts or refrains from acting,  it may
require an Officer's Certificate or an Opinion of Counsel. The Indenture Trustee
shall not be liable  for any  action it takes or omits to take in good  faith in
reliance on an Officer's Certificate or Opinion of Counsel.

         (c) The  Indenture  Trustee  may  execute  any of the  trusts or powers
hereunder  or perform  any duties  hereunder  either  directly  or by or through
agents or attorneys or a custodian or nominee,  and the Indenture  Trustee shall
not be  responsible  for any misconduct or negligence on the part of, or for the
supervision of, any such agent,  attorney,  custodian or nominee  appointed with
due care by it hereunder.

         (d) The  Indenture  Trustee shall not be liable for any action it takes
or omits to take in good faith which it believes to be  authorized or within its
rights or powers;  provided,  however, that the Indenture Trustee's conduct does
not constitute willful misconduct, negligence or bad faith.

         (e) The Indenture  Trustee may consult with counsel,  and the advice or
opinion of counsel with respect to legal matters  relating to this Indenture and
the Notes shall be full and complete authorization and protection from liability
in respect to any action  taken,  omitted or  suffered by it  hereunder  in good
faith and in accordance with the advice or opinion of such counsel.

         Section 6.03.  Individual  Rights of Indenture  Trustee.  The Indenture
Trustee in its  individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates  with the same
rights  it would  have if it were not  Indenture  Trustee.  Any Note  Registrar,
co-registrar or co-paying agent may do the same with like rights.  However,  the
Indenture Trustee must comply with Sections 6.11 and 6.12.

         Section 6.04.  Indenture  Trustee's  Disclaimer.  The Indenture Trustee
shall not be (i) responsible for and makes no  representation as to the validity
or adequacy of this Indenture or the Notes,  (ii)  accountable  for the Issuer's
use of the proceeds from the Notes or (iii) responsible for any statement of the
Issuer in the Indenture or in any document issued in connection with the sale of
the Notes or in the Notes  other than the  Indenture  Trustee's  certificate  of
authentication.


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         Section 6.05. Notice of Event of Default. If an Event of Default occurs
and is continuing  and if it is known to a Responsible  Officer of the Indenture
Trustee, the Indenture Trustee shall give notice thereof to the Credit Enhancer.
The  Indenture  Trustee  shall  mail to each  Noteholder  notice of the Event of
Default  within  90 days  after  it  occurs.  Except  in the case of an Event of
Default  in payment of  principal  of or  interest  on any Note,  the  Indenture
Trustee may withhold the notice if and so long as a committee of its Responsible
Officers  in  good  faith  determines  that  withholding  the  notice  is in the
interests of Noteholders.

         Section 6.06.  Reports by Indenture  Trustee to Holders.  The Indenture
Trustee shall deliver to each Noteholder such  information as may be required to
enable  such holder to prepare its  federal  and state  income tax  returns.  In
addition,  upon the  Issuer's  written  request,  the  Indenture  Trustee  shall
promptly  furnish  information  reasonably  requested  by  the  Issuer  that  is
reasonably  available to the  Indenture  Trustee to enable the Issuer to perform
its federal and state income tax reporting obligations.

         Section 6.07.  Compensation and Indemnity.  The Issuer shall pay to the
Indenture Trustee on each Payment Date reasonable compensation for its services.
The  Indenture  Trustee  shall be  compensated  and  indemnified  by the  Master
Servicer in  accordance  with Section 6.06 of the Servicing  Agreement,  and all
amounts owing to the Indenture  Trustee hereunder in excess of such amount shall
be paid solely as provided in Section 3.05 hereof (subject to the priorities set
forth therein). The Indenture Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Issuer shall reimburse
the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made
by it,  including costs of collection,  in addition to the  compensation for its
services.  Such expenses shall include the reasonable compensation and expenses,
disbursements  and  advances  of  the  Indenture   Trustee's  agents,   counsel,
accountants  and  experts.  The Issuer shall  indemnify  the  Indenture  Trustee
against  any and all loss,  liability  or expense  (including  attorneys'  fees)
incurred  by it in  connection  with the  administration  of this  trust and the
performance  of its duties  hereunder.  The  Indenture  Trustee shall notify the
Issuer  promptly  of any claim for which it may seek  indemnity.  Failure by the
Indenture  Trustee to so notify the Issuer  shall not  relieve the Issuer of its
obligations hereunder. The Issuer shall defend any such claim, and the Indenture
Trustee may have separate counsel and the Issuer shall pay the fees and expenses
of such  counsel.  The  Issuer is not  obligated  to  reimburse  any  expense or
indemnify  against any loss,  liability  or expense  incurred  by the  Indenture
Trustee through the Indenture  Trustee's own willful  misconduct,  negligence or
bad faith.

         The Issuer's payment  obligations to the Indenture  Trustee pursuant to
this  Section  6.07 shall  survive the  discharge  of this  Indenture.  When the
Indenture  Trustee  incurs  expenses after the occurrence of an Event of Default
specified in Section  5.01(iv) or (v) with  respect to the Issuer,  the expenses
are  intended to  constitute  expenses of  administration  under Title 11 of the
United  States  Code  or any  other  applicable  federal  or  state  bankruptcy,
insolvency or similar law.

         Section 6.08.  Replacement  of Indenture  Trustee.  No  resignation  or
removal of the Indenture  Trustee and no  appointment  of a successor  Indenture
Trustee  shall become  effective  until the  acceptance  of  appointment  by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee
may resign at any time by so notifying the Issuer and the

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Credit Enhancer.  The Holders of a majority of Security Balances of the Notes or
the Credit  Enhancer  may  remove the  Indenture  Trustee  by so  notifying  the
Indenture Trustee and the Credit Enhancer and may appoint a successor  Indenture
Trustee. The Issuer shall remove the Indenture Trustee if:

  (i) the Indenture Trustee fails to comply with Section 6.11;

 (ii) the Indenture Trustee is adjudged a bankrupt or insolvent;

(iii) a receiver or other public officer takes charge of the Indenture Trustee
 or its property; or

 (iv) the Indenture Trustee otherwise becomes incapable of acting.

         If the Indenture  Trustee  resigns or is removed or if a vacancy exists
in the office of the Indenture  Trustee for any reason (the Indenture Trustee in
such event being  referred to herein as the  retiring  Indenture  Trustee),  the
Issuer shall promptly appoint a successor  Indenture Trustee with the consent of
the  Credit  Enhancer  which  consent  will  not be  unreasonably  withheld.  In
addition,  the  Indenture  Trustee  will  resign  to  avoid  being  directly  or
indirectly controlled by the Issuer.

         A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer.  Thereupon, the
resignation or removal of the retiring Indenture Trustee shall become effective,
and the successor Indenture Trustee shall have all the rights, powers and duties
of the Indenture Trustee under this Indenture.  The successor  Indenture Trustee
shall mail a notice of its  succession to  Noteholders.  The retiring  Indenture
Trustee shall promptly  transfer all property held by it as Indenture Trustee to
the successor Indenture Trustee.

         If a successor  Indenture  Trustee does not take office  within 60 days
after the  retiring  Indenture  Trustee  resigns  or is  removed,  the  retiring
Indenture Trustee,  the Issuer or the Holders of a majority of Security Balances
of  the  Notes  may  petition  any  court  of  competent  jurisdiction  for  the
appointment of a successor Indenture Trustee.

         If the  Indenture  Trustee  fails to  comply  with  Section  6.11,  any
Noteholder may petition any court of competent  jurisdiction  for the removal of
the Indenture Trustee and the appointment of a successor Indenture Trustee.

         Notwithstanding  the replacement of the Indenture  Trustee  pursuant to
this  Section,  the  Issuer's  shall  continue  for the benefit of the  retiring
Indenture Trustee.

         Section 6.09.  Successor  Indenture Trustee by Merger. If the Indenture
Trustee  consolidates  with,  merges  or  converts  into,  or  transfers  all or
substantially all its corporate trust business or assets to, another corporation
or banking  association,  the  resulting,  surviving or  transferee  corporation
without any further act shall be the successor Indenture Trustee; provided, that
such  corporation  or  banking  association  shall be  otherwise  qualified  and
eligible under

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Section 6.11. The Indenture  Trustee shall provide the Rating  Agencies  written
notice of any such transaction after the Closing Date.

         In case at the time such successor or successors by merger,  conversion
or consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such  successor  to the  Indenture  Trustee  may  adopt the  certificate  of
authentication   of  any  predecessor   trustee,   and  deliver  such  Notes  so
authenticated;  and in case at that  time any of the  Notes  shall not have been
authenticated,  any successor to the  Indenture  Trustee may  authenticate  such
Notes  either  in the name of any  predecessor  hereunder  or in the name of the
successor  to the  Indenture  Trustee;  and in all such cases such  certificates
shall have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Indenture Trustee shall have.

         Section 6.10. Appointment of Co-Indenture Trustee or Separate Indenture
Trustee.  (a)  Notwithstanding  any other  provisions of this Indenture,  at any
time, for the purpose of meeting any legal  requirement of any  jurisdiction  in
which any part of the Trust  Estate may at the time be  located,  the  Indenture
Trustee  shall have the power and may execute and  deliver  all  instruments  to
appoint one or more Persons to act as a co-trustee or  co-trustees,  or separate
trustee or separate trustees, of all or any part of the Owner Trust, and to vest
in such  Person  or  Persons,  in such  capacity  and  for  the  benefit  of the
Noteholders, such title to the Trust Estate, or any part hereof, and, subject to
the other provisions of this Section, such powers, duties,  obligations,  rights
and trusts as the  Indenture  Trustee may consider  necessary or  desirable.  No
co-trustee or separate trustee  hereunder shall be required to meet the terms of
eligibility  as a  successor  trustee  under  Section  6.11  and  no  notice  to
Noteholders of the  appointment  of any co-trustee or separate  trustee shall be
required under Section 6.08 hereof.

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

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

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

     (iii) the Indenture  Trustee may at any time accept the  resignation  of or
remove any separate trustee or co-trustee.

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

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

         Section 6.11.  Eligibility;  Disqualification.  The  Indenture  Trustee
shall at all times satisfy the  requirements  of TIA ss.  310(a).  The Indenture
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent  published  annual  report of  condition  and it or its
parent  shall  have a  long-term  debt  rating of A or better  by  Moody's.  The
Indenture  Trustee  shall  comply with TIA ss.  310(b),  including  the optional
provision  permitted  by the second  sentence  of TIA ss.  310(b)(9);  provided,
however,  that there shall be excluded from the  operation of TIA ss.  310(b)(1)
any  indenture  or  indentures  under which other  securities  of the Issuer are
outstanding  if the  requirements  for  such  exclusion  set  forth  in TIA  ss.
310(b)(1) are met.

     Section  6.12.  Preferential  Collection  of  Claims  Against  Issuer.  The
Indenture  Trustee  shall  comply with TIA ss.  311(a),  excluding  any creditor
relationship  listed in TIA ss. 311(b). An Indenture Trustee who has resigned or
been removed shall be subject to TIA ss. 311(a) to the extent indicated.

     Section 6.13.  Representations and Warranties. The Indenture Trustee hereby
represents that: (i) The Indenture Trustee is duly organized, validly
         existing and in good  standing  under the laws of the State of New York
         with power and  authority  to own its  properties  and to  conduct  its
         business as such  properties  are currently  owned and such business is
         presently conducted.

                    (ii) The  Indenture  Trustee has the power and  authority to
         execute and deliver this Indenture and to carry out its terms;  and the
         execution,  delivery and  performance  of this Indenture have been duly
         authorized by the Indenture Trustee by all necessary corporate action.


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                   (iii) The  consummation of the  transactions  contemplated by
         this Indenture and the  fulfillment of the terms hereof do not conflict
         with,  result in any breach of any of the terms and  provisions  of, or
         constitute  (with or without  notice or lapse of time) a default under,
         the articles of organization or bylaws of the Indenture  Trustee or any
         agreement or other instrument to which the Indenture Trustee is a party
         or by which it is bound.

                    (iv) To the Indenture Trustee's best knowledge, there are no
         proceedings or  investigations  pending or threatened before any court,
         regulatory   body,   administrative   agency   or  other   governmental
         instrumentality  having  jurisdiction over the Indenture Trustee or its
         properties:  (A) asserting the invalidity of this Indenture (B) seeking
         to prevent the consummation of any of the transactions  contemplated by
         this  Indenture or (C) seeking any  determination  or ruling that might
         materially  and  adversely  affect  the  performance  by the  Indenture
         Trustee of its obligations under, or the validity or enforceability of,
         this Indenture.

                     (v) The  Indenture  Trustee  does  not have  notice  of any
         adverse  claim (as such terms are used in Delaware  UCC Section  8-302)
         with respect to the Revolving Credit Loans.

     Section 6.14.  Directions to Indenture  Trustee.  The Indenture  Trustee is
hereby directed:

     (a) to accept the pledge of the Revolving  Credit Loans and hold the assets
of the Trust in trust for the Noteholders and the Credit Enhancer;

     (b) to  authenticate  and  deliver  the  Notes  substantially  in the  form
prescribed by Exhibit A in accordance with the terms of this Indenture; and

     (c) to take all other actions as shall be required to be taken by the terms
of this Indenture.

     Section 6.15. Indenture Trustee May Own Securities.  The Indenture Trustee,
in its  individual  or any other  capacity  may  become  the owner or pledgee of
Securities with the same rights it would have if it were not Indenture Trustee.
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<PAGE>



                                   ARTICLE VII

                         Noteholders' Lists and Reports

         Section 7.01.  Issuer To Furnish  Indenture Trustee Names and Addresses
of  Noteholders.  The  Issuer  will  furnish  or  cause to be  furnished  to the
Indenture Trustee (a) not more than five days after each Record Date, a list, in
such form as the  Indenture  Trustee may  reasonably  require,  of the names and
addresses  of the Holders of Notes as of such Record Date and, (b) at such other
times as the Indenture  Trustee and the Credit  Enhancer may request in writing,
within  30 days  after  receipt  by the  Issuer of any such  request,  a list of
similar  form and  content  as of a date not more than 10 days prior to the time
such list is furnished; provided, however, that so long as the Indenture Trustee
is the Note Registrar, no such list shall be required to be furnished.

         Section  7.02.   Preservation   of   Information;   Communications   to
Noteholders.  (a) The Indenture Trustee shall preserve,  in as current a form as
is  reasonably  practicable,  the names and  addresses  of the  Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.01 and the names and addresses of Holders of Notes  received by the
Indenture  Trustee in its capacity as Note Registrar.  The Indenture Trustee may
destroy any list  furnished  to it as provided in such Section 7.01 upon receipt
of a new list so furnished.

     (b)  Noteholders  may  communicate  pursuant  to TIA ss.  312(b) with other
Noteholders  with  respect to their  rights  under this  Indenture  or under the
Notes.
     (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the
protection of TIA ss. 312(c).
         Section 7.03.    Reports by Issuer.  (a)  The Issuer shall:

                        (i) file  with the  Indenture  Trustee,  within  15 days
         after the  Issuer  is  required  to file the same with the  Commission,
         copies of the annual reports and the  information,  documents and other
         reports  (or copies of such  portions  of any of the  foregoing  as the
         Commission  may from time to time by rules and  regulations  prescribe)
         that the Issuer may be required to file with the Commission pursuant to
         Section 13 or 15(d) of the Exchange Act;

                       (ii) file with the Indenture Trustee,  and the Commission
         in accordance with rules and  regulations  prescribed from time to time
         by the Commission  such additional  information,  documents and reports
         with  respect to  compliance  by the  Issuer  with the  conditions  and
         covenants  of this  Indenture  as may be required  from time to time by
         such rules and regulations; and

                      (iii) supply to the  Indenture  Trustee (and the Indenture
         Trustee shall transmit by mail to all Noteholders  described in TIA ss.
         313(c))  such  summaries  of any  information,  documents  and  reports
         required to be filed by the Issuer pursuant to

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<PAGE>



     clauses (i) and (ii) of this Section  7.03(a) and by rules and  regulations
prescribed from time to time by the Commission.

         (b) Unless  the Issuer  otherwise  determines,  the fiscal  year of the
Issuer shall end on December 31 of each year.

         Section  7.04.  Reports by  Indenture  Trustee.  If required by TIA ss.
313(a),  within 60 days after each January 1 beginning with January 1, 1998, the
Indenture  Trustee  shall mail to each  Noteholder as required by TIA ss. 313(c)
and to the Credit  Enhancer a brief report  dated as of such date that  complies
with TIA ss. 313(a). The Indenture Trustee also shall comply with
TIA ss. 313(b).

         A copy of each report at the time of its mailing to  Noteholders  shall
be filed by the Indenture  Trustee with the Commission and each stock  exchange,
if any,  on which  the Term  Notes are  listed.  The  Issuer  shall  notify  the
Indenture Trustee if and when the Term Notes are listed on any stock exchange.

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<PAGE>



                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

         Section  8.01.  Collection  of  Money.  Except as  otherwise  expressly
provided  herein,  the Indenture  Trustee may demand payment or delivery of, and
shall receive and collect,  directly and without  intervention  or assistance of
any fiscal agent or other intermediary,  all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture,  if any default occurs
in the making of any payment or  performance  under any  agreement or instrument
that is part of the Trust Estate,  the Indenture Trustee may take such action as
may be  appropriate  to enforce  such  payment  or  performance,  including  the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.

         Section 8.02. Trust Accounts.  (a) On or prior to the Closing Date, the
Issuer shall cause the Indenture Trustee to establish and maintain,  in the name
of the Indenture Trustee, for the benefit of the Noteholders and the Certificate
Paying Agent, on behalf of the  Certificateholders  and the Credit Enhancer, the
Payment Account as provided in Section 3.01
of this Indenture.

         (b) All  monies  deposited  from  time to time in the  Payment  Account
pursuant to the Servicing  Agreement and all deposits  therein  pursuant to this
Indenture  are for the benefit of the  Noteholders  and the  Certificate  Paying
Agent, on behalf of the  Certificateholders  and all investments  made with such
monies  including  all  income or other gain from such  investments  are for the
benefit of the Master Servicer as provided by the Servicing Agreement.

         On each Payment  Date,  the  Indenture  Trustee  shall  distribute  all
amounts on deposit in the Payment Account to Noteholders in respect of the Notes
and in its capacity as  Certificate  Paying Agent to  Certificateholders  in the
order of priority set forth in Section  3.05  (except as  otherwise  provided in
Section 5.04(b).

         The Master  Servicer  shall direct the Indenture  Trustee in writing to
invest any funds in the Payment  Account in  Permitted  Investments  maturing no
later than the Business Day preceding each Payment Date and shall not be sold or
disposed of prior to the maturity.


         Section  8.03.  Officer's  Certificate.  The  Indenture  Trustee  shall
receive at least  seven days  notice  when  requested  by the Issuer to take any
action pursuant to Section 8.05(a),  accompanied by copies of any instruments to
be executed,  and the Indenture  Trustee  shall also require,  as a condition to
such action, an Officer's Certificate, in form and substance satisfactory to the
Indenture  Trustee,  stating the legal effect of any such action,  outlining the
steps  required  to  complete  the  same,  and  concluding  that all  conditions
precedent to the taking of such action have been complied with.


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<PAGE>



         Section  8.04.  Termination  Upon  Distribution  to  Noteholders.  This
Indenture and the respective  obligations and responsibilities of the Issuer and
the Indenture  Trustee created hereby shall  terminate upon the  distribution to
Noteholders,  Certificate Paying Agent, on behalf of the  Certificateholders and
the  Indenture  Trustee of all amounts  required to be  distributed  pursuant to
Article III; provided,  however, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the survivor of the
descendants  of Joseph P. Kennedy,  the late  ambassador of the United States to
the Court of St. James, living on the date hereof.

         Section 8.05.  Release of Trust  Estate.  (a) Subject to the payment of
its fees and  expenses,  the  Indenture  Trustee may,  and when  required by the
provisions of this Indenture shall, execute instruments to release property from
the lien of this Indenture,  or convey the Indenture  Trustee's  interest in the
same, in a manner and under  circumstances  that are not  inconsistent  with the
provisions of this  Indenture.  No party relying upon an instrument  executed by
the Indenture  Trustee as provided in Article VIII  hereunder  shall be bound to
ascertain the Indenture  Trustee's  authority,  inquire into the satisfaction of
any conditions precedent, or see to the application of any monies.

         (b) The Indenture Trustee shall, at such time as (i) there are no Notes
Outstanding,  (ii) all sums due the Indenture Trustee pursuant to this Indenture
have been  paid,  and (iii) all sums due the  Credit  Enhancer  have been  paid,
release any  remaining  portion of the Trust  Estate that secured the Notes from
the lien of this Indenture.

         (c) The Indenture  Trustee shall release property from the lien of this
Indenture  pursuant to this Section 8.05 only upon receipt of a request from the
Issuer  accompanied  by an  Officers'  Certificate  and a letter from the Credit
Enhancer, stating that the Credit Enhancer has no objection to such request from
the Issuer.

         (d) The Indenture  Trustee  shall,  at the request of the Issuer or the
Depositor,  surrender the Credit  Enhancement  Instrument to the Credit Enhancer
for cancellation, upon final payment of principal and interest on the Notes.

     Section 8.06.  Surrender of Notes Upon Final Payment.  By acceptance of any
Note, the Holder thereof agrees to surrender such Note to the Indenture  Trustee
promptly, prior to such Noteholder's receipt of the final payment thereon.
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<PAGE>



                                   ARTICLE IX

                             Supplemental Indentures

         Section 9.01.  Supplemental  Indentures Without Consent of Noteholders.
(a) Without the consent of the Holders of any Notes but with prior notice to the
Rating Agencies and the Credit Enhancer,  the Issuer and the Indenture  Trustee,
when  authorized by an Issuer  Request,  at any time and from time to time,  may
enter into one or more  indentures  supplemental  hereto (which shall conform to
the  provisions  of the  Trust  Indenture  Act as in  force  at the  date of the
execution  thereof),  in form satisfactory to the Indenture Trustee,  for any of
the following purposes:

                        (i)  to  correct  or  amplify  the  description  of  any
         property at any time subject to the lien of this  Indenture,  or better
         to assure,  convey and confirm unto the Indenture  Trustee any property
         subject or required to be subjected to the lien of this  Indenture,  or
         to subject to the lien of this Indenture additional property;

     (ii)  to  evidence  the  succession,  in  compliance  with  the  applicable
provisions  hereof,  of another person to the Issuer,  and the assumption by any
such successor of the covenants of the Issuer herein and in the Notes contained;
     (iii) to add to the covenants of the Issuer, for the benefit of the Holders
of the Notes or the Credit  Enhancer,  or to surrender any right or power herein
conferred upon the Issuer;
     (iv) to convey,  transfer,  assign,  mortgage or pledge any  property to or
with the Indenture Trustee;
     (v) to cure any ambiguity, to correct or supplement any provision herein or
in any supplemental  indenture that may be inconsistent with any other provision
herein or in any supplemental indenture;
                       (vi) to make any other provisions with respect to matters
         or  questions  arising  under  this  Indenture  or in any  supplemental
         indenture;   provided,  that  such  action  shall  not  materially  and
         adversely  affect  the  interests  of the  Holders  of the Notes or the
         Credit Enhancer;

                      (vii) to evidence  and provide for the  acceptance  of the
         appointment  hereunder by a successor trustee with respect to the Notes
         and to add to or change  any of the  provisions  of this  Indenture  as
         shall be  necessary  to  facilitate  the  administration  of the trusts
         hereunder by more than one  trustee,  pursuant to the  requirements  of
         Article VI; or

                     (viii) to modify,  eliminate  or add to the  provisions  of
         this  Indenture  to such  extent as shall be  necessary  to effect  the
         qualification  of this  Indenture  under the TIA or under  any  similar
         federal  statute  hereafter  enacted and to add to this  Indenture such
         other provisions as may be expressly required by the TIA;

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<PAGE>




provided,  however,  that no such  indenture  supplements  shall be entered into
unless the  Indenture  Trustee  shall have  received an Opinion of Counsel  that
entering into such indenture  supplement will not have any material  adverse tax
consequences to the Noteholders.

         The Indenture  Trustee is hereby authorized to join in the execution of
any such supplemental  indenture and to make any further appropriate  agreements
and stipulations that may be therein contained.

         (b) The Issuer and the Indenture Trustee,  when authorized by an Issuer
Request,  may,  also  without the consent of any of the Holders of the Notes but
with prior notice to the Rating Agencies and the Credit Enhancer,  enter into an
indenture  or  indentures  supplemental  hereto  for the  purpose  of adding any
provisions  to, or changing in any manner or  eliminating  any of the provisions
of, this  Indenture  or of  modifying in any manner the rights of the Holders of
the Notes under this Indenture;  provided,  however, that such action shall not,
as  evidenced  by an Opinion of Counsel,  (i)  adversely  affect in any material
respect the interests of any Noteholder or the Credit Enhancer or (ii) cause the
Issuer to be subject to an entity level tax.

         Section 9.02. Supplemental Indentures With Consent of Noteholders.  The
Issuer and the Indenture  Trustee,  when authorized by an Issuer  Request,  also
may,  with  prior  notice to the  Rating  Agencies  and with the  consent of the
Holders of not less than a majority  of the  Security  Balances of each Class of
Notes affected thereby and the Credit Enhancer, by Act of such Holders delivered
to the Issuer and the Indenture  Trustee,  enter into an indenture or indentures
supplemental  hereto for the purpose of adding any provisions to, or changing in
any  manner or  eliminating  any of the  provisions  of,  this  Indenture  or of
modifying  in any  manner  the  rights of the  Holders  of the Notes  under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Note affected thereby:

                        (i) change the date of  payment  of any  installment  of
         principal of or interest on any Note,  or reduce the  principal  amount
         thereof or the interest  rate  thereon,  change the  provisions of this
         Indenture  relating  to  the  application  of  collections  on,  or the
         proceeds of the sale of, the Trust Estate to payment of principal of or
         interest  on the Notes,  or change any place of payment  where,  or the
         coin or currency in which, any Note or the interest thereon is payable,
         or  impair  the  right to  institute  suit for the  enforcement  of the
         provisions  of  this  Indenture  requiring  the  application  of  funds
         available  therefor,  as  provided  in Article V, to the payment of any
         such  amount  due on the  Notes on or after  the  respective  due dates
         thereof;

                       (ii) reduce the  percentage  of the Security  Balances of
         the Notes, the consent of the Holders of which is required for any such
         supplemental  indenture,  or the  consent  of the  Holders  of which is
         required for any waiver of compliance  with certain  provisions of this
         Indenture or certain defaults hereunder and their consequences provided
         for in this Indenture;

     (iii) modify or alter the  provisions  of the proviso to the  definition of
the term "Outstanding" or modify or alter the exception in the definition of the
term "Holder";

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<PAGE>



     (iv) reduce the  percentage of the Security  Balances of the Notes required
to direct the  Indenture  Trustee to direct the Issuer to sell or liquidate  the
Trust Estate pursuant to Section 5.04;

                        (v) modify any  provision of this Section 9.02 except to
         increase  any  percentage  specified  herein or to provide that certain
         additional  provisions of this Indenture or the Basic Documents  cannot
         be  modified  or waived  without the consent of the Holder of each Note
         affected thereby;

                       (vi) modify any of the  provisions  of this  Indenture in
         such manner as to affect the  calculation  of the amount of any payment
         of interest or principal due on any Note on any Payment Date (including
         the   calculation  of  any  of  the   individual   components  of  such
         calculation); or

                      (vii) permit the creation of any lien ranking  prior to or
         on a parity with the lien of this Indenture with respect to any part of
         the Trust  Estate or,  except as otherwise  permitted  or  contemplated
         herein,  terminate  the lien of this  Indenture  on any property at any
         time  subject  hereto or deprive the Holder of any Note of the security
         provided by the lien of this  Indenture;  and provided,  further,  that
         such action shall not, as evidenced by an Opinion of Counsel, cause the
         Issuer to be subject to an entity level tax.

         The Indenture  Trustee may in its discretion  determine  whether or not
any  Notes  would  be  affected  by any  supplemental  indenture  and  any  such
determination  shall  be  conclusive  upon the  Holders  of all  Notes,  whether
theretofore or thereafter  authenticated and delivered hereunder.  The Indenture
Trustee shall not be liable for any such determination made in good faith.

         It shall not be  necessary  for any Act of  Noteholders  (as defined in
Section  10.03) under this Section  9.02 to approve the  particular  form of any
proposed  supplemental  indenture,  but it shall be sufficient if such Act shall
approve the substance thereof.

         Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental  indenture pursuant to this Section 9.02, the Indenture Trustee
shall mail to the Holders of the Notes to which such  amendment or  supplemental
indenture  relates a notice setting forth in general terms the substance of such
supplemental  indenture.  Any  failure  of the  Indenture  Trustee  to mail such
notice, or any defect therein,  shall not, however,  in any way impair or affect
the validity of any such supplemental indenture.

         Section 9.03. Execution of Supplemental  Indentures.  In executing,  or
permitting  the  additional  trusts  created  by,  any  supplemental   indenture
permitted by this Article IX or the  modification  thereby of the trusts created
by this  Indenture,  the  Indenture  Trustee  shall be entitled to receive,  and
subject to Sections 6.01 and 6.02,  shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental  indenture is
authorized or permitted by this Indenture.  The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Indenture  Trustee's own rights,  duties,  liabilities or immunities  under this
Indenture or otherwise.


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<PAGE>



         Section 9.04. Effect of Supplemental  Indenture.  Upon the execution of
any supplemental  indenture  pursuant to the provisions  hereof,  this Indenture
shall be and shall be deemed to be modified and amended in accordance  therewith
with  respect  to  the  Notes  affected  thereby,  and  the  respective  rights,
limitations of rights,  obligations,  duties,  liabilities and immunities  under
this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
shall thereafter be determined,  exercised and enforced hereunder subject in all
respects to such modifications and amendments,  and all the terms and conditions
of any such  supplemental  indenture  shall be and be  deemed  to be part of the
terms and conditions of this Indenture for any and all purposes.

         Section 9.05.  Conformity  with Trust Indenture Act. Every amendment of
this  Indenture  and every  supplemental  indenture  executed  pursuant  to this
Article IX shall conform to the  requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall
then be qualified under the Trust Indenture Act.

         Section  9.06.  Reference in Notes to  Supplemental  Indentures.  Notes
authenticated  and delivered after the execution of any  supplemental  indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a  notation  in form  approved  by the  Indenture  Trustee as to any matter
provided  for in such  supplemental  indenture.  If the Issuer or the  Indenture
Trustee shall so determine,  new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental  indenture may
be prepared and executed by the Issuer and  authenticated  and  delivered by the
Indenture Trustee in exchange for Outstanding Notes.

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<PAGE>



                                    ARTICLE X

                                  Miscellaneous

         Section 10.01.  Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture
Trustee and to the Credit Enhancer (i) an Officer's Certificate stating that all
conditions  precedent,  if any,  provided for in this Indenture  relating to the
proposed  action have been complied with and (ii) an Opinion of Counsel  stating
that in the opinion of such counsel all such conditions precedent,  if any, have
been complied with,  except that, in the case of any such application or request
as to which the  furnishing of such  documents is  specifically  required by any
provision  of this  Indenture,  no  additional  certificate  or opinion  need be
furnished.

         Every  certificate  or  opinion  with  respect  to  compliance  with  a
condition or covenant provided for in this Indenture shall include:

                  (1) a statement  that each  signatory of such  certificate  or
         opinion has read or has caused to be read such  covenant  or  condition
         and the definitions herein relating thereto;

     (2) a brief  statement  as to the  nature and scope of the  examination  or
investigation   upon  which  the  statements  or  opinions   contained  in  such
certificate or opinion are based;
                  (3) a statement  that, in the opinion of each such  signatory,
         such  signatory  has  made  such  examination  or  investigation  as is
         necessary to enable such signatory to express an informed opinion as to
         whether or not such covenant or condition has been complied with;

     (4) a statement as to whether, in the opinion of each such signatory,  such
condition or covenant has been complied with; and

     (5) if the  Signer  of  such  Certificate  or  Opinion  is  required  to be
Independent, the Statement required by the definition of the term "Independent".
         (b) (i) Prior to the  deposit of any  Collateral  or other  property or
securities  with the  Indenture  Trustee  that is to be made the  basis  for the
release of any property or securities subject to the lien of this Indenture, the
Issuer  shall,  in addition  to any  obligation  imposed in Section  10.01(a) or
elsewhere  in this  Indenture,  furnish to the  Indenture  Trustee an  Officer's
Certificate  certifying  or stating  the  opinion of each  person  signing  such
certificate  as to the fair value (within 90 days of such deposit) to the Issuer
of the Collateral or other property or securities to be so deposited.

     (ii) Whenever the Issuer is required to furnish to the Indenture Trustee an
Officer's Certificate certifying or stating the opinion of any signer thereof as
to the matters  described in clause (i) above,  the Issuer shall also deliver to
the Indenture Trustee an Independent  Certificate as to the same matters, if the
fair value to the Issuer of the securities to
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<PAGE>



be so  deposited  and of all other  such  securities  made the basis of any such
withdrawal or release since the commencement of the then-current  fiscal year of
the Issuer,  as set forth in the certificates  delivered  pursuant to clause (i)
above and this  clause  (ii),  is 10% or more of the  Security  Balances  of the
Notes,  but  such a  certificate  need  not be  furnished  with  respect  to any
securities so deposited, if the fair value thereof to the Issuer as set forth in
the related Officer's  Certificate is less than $25,000 or less than one percent
of the Security Balances of the Notes.

     (iii)  Whenever any property or securities are to be released from the lien
of this  Indenture,  the Issuer shall also furnish to the  Indenture  Trustee an
Officer's  Certificate  certifying or stating the opinion of each person signing
such  certificate  as to the fair value  (within 90 days of such release) of the
property or  securities  proposed to be released and stating that in the opinion
of such person the  proposed  release  will not impair the  security  under this
Indenture in contravention of the provisions hereof.
     (iv) Whenever the Issuer is required to furnish to the Indenture Trustee an
Officer's Certificate certifying or stating the opinion of any signer thereof as
to the matters described in clause (iii) above, the Issuer shall also furnish to
the Indenture  Trustee an Independent  Certificate as to the same matters if the
fair value of the property or securities and of all other  property,  other than
property as  contemplated  by clause (v) below or  securities  released from the
lien of this Indenture since the commencement of the then-current calendar year,
as set forth in the certificates  required by clause (iii) above and this clause
(iv),  equals  10% or more of the  Security  Balances  of the  Notes,  but  such
certificate  need not be  furnished  in the case of any  release of  property or
securities  if the fair  value  thereof  as set forth in the  related  Officer's
Certificate  is less than $25,000 or less than one percent of the then  Security
Balances of the Notes.

     (v)  Notwithstanding  any  provision  of this  Indenture,  the Issuer  may,
without compliance with the requirements of the other provisions of this Section
10.01, (A) collect,  sell or otherwise  dispose of the Revolving Credit Loans as
and to the extent  permitted or required by the Basic Documents or (B) make cash
payments out of the Payment  Account as and to the extent  permitted or required
by the Basic  Documents,  so long as the Issuer shall  deliver to the  Indenture
Trustee every six months, commencing February 28, 1998, an Officer's Certificate
of the Issuer  stating  that all the  dispositions  of  Collateral  described in
clauses (A) or (B) above that occurred  during the preceding six calendar months
were in the  ordinary  course of the  Issuer's  business  and that the  proceeds
thereof were applied in accordance with the Basic Documents.

         Section 10.02. Form of Documents Delivered to Indenture Trustee. In any
case where  several  matters are required to be  certified  by, or covered by an
opinion of, any specified  Person,  it is not necessary that all such matters be
certified  by, or covered by the opinion of, only one such Person,  or that they
be so certified or covered by only one document, but one such Person may certify
or give an  opinion  with  respect  to some  matters  and one or more other such
Persons as to other matters,  and any such Person may certify or give an opinion
as to such matters in one or several documents.

         Any  certificate or opinion of an Authorized  Officer of the Issuer may
be based, insofar as it relates to legal matters,  upon a certificate or opinion
of, or representations by, counsel,

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<PAGE>



unless such officer  knows,  or in the exercise of reasonable  care should know,
that the certificate or opinion or  representations  with respect to the matters
upon  which  his  certificate  or  opinion  is  based  are  erroneous.  Any such
certificate of an Authorized Officer or Opinion of Counsel may be based, insofar
as it  relates  to  factual  matters,  upon a  certificate  or  opinion  of,  or
representations  by, an  officer or  officers  of the  Designated  Seller or the
Issuer,  stating that the information with respect to such factual matters is in
the  possession  of the  Designated  Seller or the Issuer,  unless such  counsel
knows,  or in the exercise of reasonable  care should know, that the certificate
or opinion or representations with respect to such matters are erroneous.

         Where any  Person is  required  to make,  give or  execute  two or more
applications,  requests, consents,  certificates,  statements, opinions or other
instruments  under this Indenture,  they may, but need not, be consolidated  and
form one instrument.

         Whenever in this  Indenture,  in  connection  with any  application  or
certificate or report to the Indenture  Trustee,  it is provided that the Issuer
shall  deliver any document as a condition of the granting of such  application,
or as evidence of the Issuer's  compliance with any term hereof,  it is intended
that the truth and accuracy,  at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and  opinions  stated in such  document  shall in such case be  conditions
precedent to the right of the Issuer to have such application  granted or to the
sufficiency of such certificate or report. The foregoing shall not, however,  be
construed  to affect the  Indenture  Trustee's  right to rely upon the truth and
accuracy of any statement or opinion  contained in any such document as provided
in Article VI.

         Section  10.03.   Acts  of  Noteholders.   (a)  Any  request,   demand,
authorization,  direction,  notice,  consent, waiver or other action provided by
this  Indenture  to be  given or taken by  Noteholders  may be  embodied  in and
evidenced by one or more  instruments of  substantially  similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided such action shall become effective when such
instrument or instruments are delivered to the Indenture Trustee,  and, where it
is hereby expressly required, to the Issuer. Such instrument or instruments (and
the action embodied therein and evidenced thereby) are herein sometimes referred
to as the "Act" of the Noteholders signing such instrument or instruments. Proof
of execution of any such  instrument or of a writing  appointing  any such agent
shall be  sufficient  for any purpose of this  Indenture and (subject to Section
6.01)  conclusive in favor of the Indenture  Trustee and the Issuer,  if made in
the manner provided in this Section 10.03.

         (b) The  fact  and  date of the  execution  by any  person  of any such
instrument  or writing  may be proved in any manner that the  Indenture  Trustee
deems sufficient.

         (c)  The ownership of Notes shall be proved by the Note Registrar.

         (d) Any request,  demand,  authorization,  direction,  notice, consent,
waiver or other action by the Holder of any Notes shall bind the Holder of every
Note issued  upon the  registration  thereof or in exchange  therefor or in lieu
thereof,  in respect of  anything  done,  omitted or  suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon,  whether or not notation of
such action is made upon such Note.

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<PAGE>




         Section 10.04.  Notices,  etc., to Indenture  Trustee,  Issuer,  Credit
Enhancer and Rating Agencies.  Any request,  demand,  authorization,  direction,
notice,  consent,  waiver or Act of Noteholders or other  documents  provided or
permitted by this  Indenture  shall be in writing and if such  request,  demand,
authorization, direction, notice, consent, waiver or Act of Noteholders is to be
made upon, given or furnished to or filed with:

                        (i) the  Indenture  Trustee by any  Noteholder or by the
         Issuer shall be sufficient for every purpose  hereunder if made, given,
         furnished or filed in writing to or with the  Indenture  Trustee at the
         Corporate Trust Office.  The Indenture  Trustee shall promptly transmit
         any notice received by it from the Noteholders to the Issuer, or

                       (ii)  the  Issuer  by  the  Indenture  Trustee  or by any
         Noteholder  shall be  sufficient  for  every  purpose  hereunder  if in
         writing and mailed first-class, postage prepaid to the Issuer addressed
         to: Home Equity Loan Trust  1997-GMACM4,  in care of  Wilmington  Trust
         Company, or at any other address previously furnished in writing to the
         Indenture Trustee by the Issuer. The Issuer shall promptly transmit any
         notice received by it from the Noteholders to the Indenture Trustee, or

                      (iii) the Credit  Enhancer  by the Issuer,  the  Indenture
         Trustee or by any  Noteholders  shall be  sufficient  for every purpose
         hereunder to in writing and mailed,  first-class  postage pre-paid,  or
         personally delivered or telecopied to: Ambac Assurance Corporation, One
         State Street Plaza,  17th Floor,  New York, New York 10004,  Attention:
         Howard Pfeffer,  telecopier number (212) 363-1459.  The Credit Enhancer
         shall promptly transmit any notice received by it from the Issuer,  the
         Indenture  Trustee  or the  Noteholders  to  the  Issuer  or  Indenture
         Trustee, as the case may be.

         Notices required to be given to the Rating Agencies by the Issuer,  the
Indenture Trustee or the Owner Trustee shall be in writing, personally delivered
or mailed by certified  mail,  return receipt  requested,  to (i) in the case of
Moody's,  at  the  following  address:  Moody's  Investors  Service,  Inc.,  ABS
Monitoring  Department,  99 Church Street,  New York, New York 10007 and (ii) in
the case of  Standard  & Poor's,  at the  following  address:  Standard & Poor's
Ratings Services, 26 Broadway (15th Floor), New York, New York 10004,  Attention
of Asset Backed Surveillance Department; or as to each of the foregoing, at such
other address as shall be designated by written notice to the other parties.

         Section 10.05.  Notices to  Noteholders;  Waiver.  Where this Indenture
provides  for  notice  to  Noteholders  of  any  event,  such  notice  shall  be
sufficiently  given (unless  otherwise herein expressly  provided) if in writing
and mailed,  first-class,  postage prepaid to each  Noteholder  affected by such
event,  at such Person's  address as it appears on the Note Register,  not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Noteholders is given by mail,
neither  the  failure to mail such notice nor any defect in any notice so mailed
to any particular  Noteholder  shall affect the  sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall  conclusively  be presumed to have been duly given  regardless of
whether such notice is in fact actually received.


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<PAGE>



         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person  entitled  to  receive  such  notice,  either
before or after the  event,  and such  waiver  shall be the  equivalent  of such
notice.  Waivers  of notice by  Noteholders  shall be filed  with the  Indenture
Trustee but such filing  shall not be a condition  precedent  to the validity of
any action taken in reliance upon such a waiver.

         In case,  by reason of the  suspension  of  regular  mail  service as a
result of a strike,  work stoppage or similar activity,  it shall be impractical
to mail  notice of any event to  Noteholders  when such notice is required to be
given  pursuant to any  provision of this  Indenture,  then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.

         Where  this  Indenture  provides  for  notice to the  Rating  Agencies,
failure to give such  notice  shall not affect any other  rights or  obligations
created hereunder,  and shall not under any circumstance  constitute an Event of
Default.

         Section 10.06. Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary,  the Issuer
may enter into any agreement with any Holder of a Note providing for a method of
payment,  or notice by the Indenture  Trustee to such Holder,  that is different
from the methods  provided for in this  Indenture  for such payments or notices.
The Issuer shall furnish to the Indenture  Trustee a copy of each such agreement
and the  Indenture  Trustee  shall  cause  payments to be made and notices to be
given in accordance with such agreements.

         Section  10.07.  Conflict  with Trust  Indenture  Act. If any provision
hereof  limits,  qualifies or conflicts  with another  provision  hereof that is
required to be included in this  Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

         The provisions of TIA ss.ss.  310 through 317 that impose duties on any
Person  (including the provisions  automatically  deemed  included herein unless
expressly  excluded by this  Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

     Section 10.08. Effect of Headings.  The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.

         Section 10.09.  Successors and Assigns. All covenants and agreements in
this  Indenture  and the  Notes by the  Issuer  shall  bind its  successors  and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

         Section 10.10. Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining  provisions shall not in any way be affected
or impaired thereby.

         Section 10.11.  Benefits of Indenture.  Nothing in this Indenture or in
the Notes, express or implied,  shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders, the Credit Enhancer,
and any other party secured hereunder,

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<PAGE>



and any other Person with an ownership interest in any part of the Trust Estate,
any  benefit  or any  legal or  equitable  right,  remedy  or claim  under  this
Indenture.

         Section 10.12. Legal Holidays.  In any case where the date on which any
payment  is due shall not be a Business  Day,  then  (notwithstanding  any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next  succeeding  Business  Day with the same  force  and
effect as if made on the date on which  nominally  due,  and no  interest  shall
accrue for the period from and after any such nominal date.

         Section 10.13.   GOVERNING LAW.  THIS INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

     Section 10.14.  Counterparts.  This Indenture may be executed in any number
of  counterparts,  each of which so executed  shall be deemed to be an original,
but all  such  counterparts  shall  together  constitute  but  one and the  same
instrument.
         Section 10.15. Recording of Indenture.  If this Indenture is subject to
recording in any appropriate public recording  offices,  such recording is to be
effected by the Issuer and at its expense  accompanied  by an Opinion of Counsel
(which may be counsel to the Indenture  Trustee or any other counsel  reasonably
acceptable  to the  Indenture  Trustee)  to the effect  that such  recording  is
necessary  either for the  protection  of the  Noteholders  or any other  Person
secured  hereunder or for the  enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture.

         Section 10.16. Issuer Obligation. No recourse may be taken, directly or
indirectly,  with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other  writing  delivered in connection  herewith or therewith,  against (i) the
Indenture  Trustee or the Owner  Trustee in its  individual  capacity,  (ii) any
owner of a  beneficial  interest  in the  Issuer  or (iii) any  partner,  owner,
beneficiary,  agent,  officer,  director,  employee  or agent  of the  Indenture
Trustee  or the  Owner  Trustee  in its  individual  capacity,  any  holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture  Trustee or the Owner Trustee in its
individual  capacity,  except as any such Person may have  expressly  agreed (it
being  understood that the Indenture  Trustee and the Owner Trustee have no such
obligations  in their  individual  capacity)  and except that any such  partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid  consideration  for stock,  unpaid capital  contribution  or
failure to pay any installment or call owing to such entity. For all purposes of
this  Indenture,  in the  performance of any duties or obligations of the Issuer
hereunder,  the Owner  Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

         Section 10.17.  No Petition.  The Indenture  Trustee,  by entering into
this Indenture,  and each Noteholder,  by accepting a Note,  hereby covenant and
agree that they will not at any time  institute  against  the  Depositor  or the
Issuer, or join in any institution against the Depositor

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<PAGE>



or the Issuer of, any  bankruptcy,  reorganization,  arrangement,  insolvency or
liquidation proceedings, or other proceedings under any United States federal or
state  bankruptcy or similar law in connection with any obligations  relating to
the Notes, this Indenture or any of the Basic Documents.

         Section 10.18. Inspection.  The Issuer agrees that, on reasonable prior
notice, it shall permit any representative of the Indenture Trustee,  during the
Issuer's normal  business  hours, to examine all the books of account,  records,
reports and other papers of the Issuer,  to make copies and extracts  therefrom,
to cause such books to be audited by Independent  certified public  accountants,
and to discuss the Issuer's  affairs,  finances  and accounts  with the Issuer's
officers,  employees, and Independent certified public accountants,  all at such
reasonable  times and as often as may be  reasonably  requested.  The  Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information  except to the extent  disclosure  may be  required  by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the  extent  that the  Indenture  Trustee  may  reasonably  determine  that such
disclosure is consistent with its obligations hereunder.

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<PAGE>



         IN WITNESS  WHEREOF,  the Issuer and the Indenture  Trustee have caused
their names to be signed  hereto by their  respective  officers  thereunto  duly
authorized, all as of the day and year first above written.

                       HOME EQUITY LOAN TRUST 1997-GMACM4,
                                            as Issuer

                                           Wilmington Trust Company
                                           not in its individual capacity
                                           but solely as Owner Trustee

                                            By:
                                               Name:
                                               Title:


                            THE CHASE MANHATTAN BANK,
                                            as Indenture Trustee


                                            By:
                               Name: Regina Bishop
                                               Title:         Vice President


THE CHASE MANHATTAN BANK
hereby accepts the appointment as
Paying Agent pursuant to Section 3.03
hereof and as Note Registrar pursuant to
Section 4.02 hereof.



By:
Name:    Regina Bishop
Title:            Vice President



<PAGE>



STATE OF DELAWARE         )
                                            ) ss.:
COUNTY OF NEW CASTLE      )

On this ___th day of August 1997,  before me personally  appeared , to me known,
who being by me duly  sworn,  did  depose  and say,  that he resides at 106 W. -
Sutton  Pla.  Wilmington,  DE, that he is the of the Owner  Trustee,  one of the
corporations described in and which executed the above instrument; that he knows
the seal of said  corporation;  that the seal affixed to said instrument is such
corporate  seal;  that it was so affixed by order of the Board of  Directors  of
said corporation; and that he signed his name thereto by like order.


                                                 Notary Public



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<PAGE>



STATE OF NEW YORK )
                                 ) ss.:
COUNTY OF NEW YORK        )

         On this ___th day of August, 1997, before me personally appeared Regina
Bishop,  to me known,  who being by me duly sworn,  did depose and say,  that he
resides at 450 West 33rd Street,  10th Floor, New York, NY, that she is the Vice
President  of  The  Chase  Manhattan  Bank,  as  Indenture  Trustee,  one of the
corporations  described  in and which  executed the above  instrument;  that she
knows the seal of said corporation;  that the seal affixed to said instrument is
such corporate  seal;  that it was so affixed by order of the Board of Directors
of said corporation; and that he signed his name thereto by like order.


                                                 Notary Public



NOTORIAL SEAL

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<PAGE>



                                   Exhibit A-1

                                   Exhibit A-1

                               FORM OF TERM NOTES

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

                  THE PRINCIPAL OF THIS TERM NOTE IS PAYABLE IN INSTALLMENTS
AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT
OF THIS TERM NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON
THE FACE HEREOF.

                  THIS TERM NOTE DOES NOT REPRESENT AN INTEREST IN OR
OBLIGATION OF THE DESIGNATED SELLER, THE DEPOSITOR, THE MASTER
SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR GMAC
MORTGAGE GROUP, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT AS
EXPRESSLY PROVIDED IN THE INDENTURE OR THE BASIC DOCUMENTS.

                       HOME EQUITY LOAN TRUST 1997-GMACM4
                        Home Equity Loan-Backed Term Note


Registered                             Principal Amount:  $194,000,000.00

No. 1                                  Note Rate:  Floating

CUSIP NO.____________

                  Home  Equity  Loan Trust  1997-GMACM4,  a business  trust duly
organized and existing under the laws of the State of Delaware  (herein referred
to as the "Issuer"), for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of $194,000,000.00 payable on each Payment
Date in an  amount  equal  to the  Percentage  Interest  specified  above of the
aggregate  amount,  if any,  payable  from the  Payment  Account  in  respect of
principal on the Term Notes  pursuant to Section 3.05 of the Indenture  dated as
of August 28, 1997 (the  "Indenture")  between the  Issuer,  as Issuer,  and The
Chase Manhattan Bank, as Indenture Trustee (the "Indenture Trustee");  provided,
however,  that the entire unpaid principal amount of this Term Note shall be due
and payable on the Payment Date in November 2011,

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                                                         1

<PAGE>



to the extent not  previously  paid on a prior Payment Date.  Capitalized  terms
used but not defined herein are defined in Appendix A of the Indenture.

                  Interest  on the  Term  Notes  will  be paid  monthly  on each
Payment  Date at the Note  Rate  for the  related  Interest  Period  subject  to
limitations which may result in Interest Shortfalls (as further described in the
Indenture). The Note Rate for each Interest Period will be a floating rate equal
to the  lesser of (i) the sum of (a) LIBOR  plus  0.18%  per annum  (or,  on any
Payment Date when the aggregate  Principal Balance of the Revolving Credit Loans
as of the last day during the related  Collection Period is less than 10% of the
aggregate Cut-off Date Balance,  LIBOR plus 0.36%) and (ii) the Maximum Net Loan
Rate. LIBOR for each applicable Interest Period will be determined on the second
LIBOR Business Day immediately preceding (i) the Closing Date in the case of the
first Interest Period and (ii) the first day of each succeeding  Interest Period
by the Indenture  Trustee as set forth in the Indenture.  All  determinations of
LIBOR by the  Indenture  Trustee  shall,  in the absence of manifest  error,  be
conclusive  for all  purposes,  and each holder of this Term Note,  by accepting
this Term Note, agrees to be bound by such determination.  Interest on this Term
Note will  accrue for each  Payment  Date from the most recent  Payment  Date on
which  interest has been paid (in the case of the first Payment  Date,  from the
Closing Date) to but excluding  such Payment Date.  Interest will be computed on
the  basis of the  actual  number  of days in each  Interest  Period  and a year
assumed to  consist of 360 days.  Principal  of and  interest  on this Term Note
shall be paid in the manner specified on the reverse hereof.

                  Principal  of and  interest  on this Term Note are  payable in
such coin or currency of the United  States of America as at the time of payment
is legal tender for payment of public and private  debts.  All payments  made by
the Issuer with respect to this Term Note shall be applied first to interest due
and payable on this Term Note as provided above and then to the unpaid principal
of this Term Note.

                  Reference is made to the further  provisions of this Term Note
set forth on the  reverse  hereof,  which  shall have the same  effect as though
fully set forth on the face of this Term Note.

                  Unless  the  certificate  of  authentication  hereon  has been
executed by the Indenture  Trustee whose name appears below by manual signature,
this Term Note shall not be entitled to any benefit under the Indenture referred
to on the reverse hereof, or be valid or obligatory for any purpose.

                  This Term Note is one of a duly authorized issue of Term Notes
of the Issuer,  designated  as its Home Equity  Loan-Backed  Term Notes  (herein
called the "Term Notes"), all issued under the Indenture, to which Indenture and
all indentures  supplemental thereto reference is hereby made for a statement of
the respective  rights and obligations  thereunder of the Issuer,  the Indenture
Trustee and the holders of the Term Notes. The Term Notes are subject to all
terms of the Indenture.

                  The Term Notes and the Variable  Funding Notes  (collectively,
the  "Notes")  are and will be equally  and  ratably  secured by the  collateral
pledged as security therefor as provided in the Indenture.

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                                                         2

<PAGE>




                  This Term Note is entitled to the  benefits of an  irrevocable
and unconditional  financial guaranty insurance policy issued by Ambac Assurance
Corporation.

                  Principal of and interest on this Term Note will be payable on
each  Payment  Date,  commencing  on  September  22,  1997 as  described  in the
Indenture. "Payment Date" means the twentieth day of each month, or, if any such
date is not a Business Day, then the next Business Day.

                  The entire unpaid  principal amount of this Term Note shall be
due and payable in full on the Payment  Date in  November  2011  pursuant to the
Indenture,  to  the  extent  not  previously  paid  on  a  prior  Payment  Date.
Notwithstanding the foregoing, if an Event of Default shall have occurred and be
continuing,  then the Indenture Trustee or the holders of Notes representing not
less than a majority of the  Security  Balances of all Notes with the consent of
the  Credit  Enhancer,  or the  Credit  Enhancer  may  declare  the  Notes to be
immediately  due and  payable in the  manner  provided  in  Section  5.02 of the
Indenture.  All  principal  payments on the Term Notes shall be made pro rata to
the holders of Term Notes entitled thereto.

                  Payments of interest on this Term Note due and payable on each
Payment Date, together with the installment of principal,  if any, to the extent
not in full  payment  of this Term  Note,  shall be made by check  mailed to the
Person whose name appears as the Registered  Holder of this Term Note (or one or
more Predecessor Notes) on the Note Register as of the close of business on each
Record  Date,  except that with respect to Term Notes  registered  on the Record
Date in the  name of the  nominee  of the  Depository  Agency  (initially,  such
nominee to be Cede & Co.), payments will be made by wire transfer in immediately
available funds to the account designated by such nominee.  Such checks shall be
mailed to the  Person  entitled  thereto  at the  address  of such  Person as it
appears on the Note Register as of the applicable  Record Date without requiring
that this Term Note be submitted  for notation of payment.  Any reduction in the
principal  amount of this Term Note (or any one or more  Predecessor Term Notes)
effected  by any  payments  made on any Payment  Date shall be binding  upon all
future  holders  of  this  Term  Note  and of any  Term  Note  issued  upon  the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon.  If funds are expected to be available,  as provided in the
Indenture,  for payment in full of the then remaining unpaid principal amount of
this Term Note on a Payment Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer,  will notify the Person who was the  Registered  Holder
hereof as of the Record Date  preceding  such Payment  Date by notice  mailed or
transmitted by facsimile prior to such Payment Date, and the amount then due and
payable shall be payable only upon  presentation and surrender of this Term Note
at the address specified in such notice of final payment.

                  As   provided  in  the   Indenture   and  subject  to  certain
limitations set forth therein,  the transfer of this Term Note may be registered
on the Note  Register  upon  surrender  of this  Term Note for  registration  of
transfer at the Corporate  Trust Office,  duly endorsed by, or  accompanied by a
written  instrument of transfer in form  satisfactory  to the Indenture  Trustee
duly executed by, the holder hereof or such holder's attorney duly authorized in
writing,  with such signature guaranteed by an "eligible guarantor  institution"
meeting the  requirements  of the Note  Registrar,  which  requirements  include
membership or participation in the Securities Transfer Agent's Medallion Program
("STAMP") or such other  "signature  guarantee  program" as may be determined by
the Note Registrar in addition to, or in substitution for, STAMP, all

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                                                         3

<PAGE>



in  accordance  with the  Securities  Exchange  Act of  1934,  as  amended,  and
thereupon one or more new Term Notes in authorized denominations and in the same
aggregate  principal  amount  will be issued  to the  designated  transferee  or
transferees.  No service charge will be charged for any registration of transfer
or exchange of this Term Note, but the Note Registrar shall require payment of a
sum  sufficient to cover any tax or  governmental  charge that may be imposed in
connection with any registration of transfer or exchange of this Term Note.

                  Each holder or Beneficial  Owner of a Term Note, by acceptance
of a Term  Note,  or,  in the  case of a  Beneficial  Owner  of a Term  Note,  a
beneficial interest in a Term Note, covenants and agrees that no recourse may be
taken,  directly or indirectly,  with respect to the  obligations of the Issuer,
the Owner Trustee, the Designated Seller, the Master Servicer,  the Depositor or
the  Indenture  Trustee  on  the  Term  Notes  or  under  the  Indenture  or any
certificate or other writing delivered in connection therewith,  against (i) the
Indenture  Trustee or the Owner  Trustee in its  individual  capacity,  (ii) any
owner of a  beneficial  interest  in the  Issuer  or (iii) any  partner,  owner,
beneficiary,  agent,  officer,  director or employee of the Indenture Trustee or
the Owner  Trustee  in its  individual  capacity,  any  holder  of a  beneficial
interest in the Issuer,  the Owner  Trustee or the  Indenture  Trustee or of any
successor  or assign  of the  Indenture  Trustee  or the  Owner  Trustee  in its
individual  capacity,  except as any such Person may have  expressly  agreed and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law for any unpaid consideration for stock, unpaid
capital  contribution  or failure to pay any  installment  or call owing to such
entity.

                  Each holder or Beneficial  Owner of a Term Note, by acceptance
of a Term  Note  or,  in the  case  of a  Beneficial  Owner  of a Term  Note,  a
beneficial  interest  in a Term  Note,  covenants  and agrees by  accepting  the
benefits of the Indenture  that such holder or  Beneficial  Owner of a Term Note
will not at any time institute against the Depositor, the Designated Seller, the
Master  Servicer,  GMAC  Mortgage  Group,  Inc.  or the  Issuer,  or join in any
institution  against the Depositor,  the Designated Seller, the Master Servicer,
GMAC  Mortgage  Group,  Inc. or the Issuer of, any  bankruptcy,  reorganization,
arrangement,  insolvency  or  liquidation  proceedings  under any United  States
federal or state  bankruptcy or similar law in connection  with any  obligations
relating to the Term Notes, the Indenture or the Basic Documents.

                  The Issuer has entered into the  Indenture  and this Term Note
is issued with the intention that, for federal,  state and local income,  single
business and franchise tax purposes, the Term Notes will qualify as indebtedness
of the Issuer.  Each holder of a Term Note,  by  acceptance  of a Term Note (and
each Beneficial Owner of a Term Note by acceptance of a beneficial interest in a
Term Note), agrees to treat the Term Notes for federal,  state and local income,
single business and franchise tax purposes as indebtedness of the Issuer.

                  Prior to the due presentment  for  registration of transfer of
this Term Note, the Issuer, the Indenture Trustee and any agent of the Issuer or
the  Indenture  Trustee  may  treat the  Person in whose  name this Term Note is
registered  (as of the day of  determination  or as of such other date as may be
specified in the Indenture) as the owner hereof for all purposes, whether or not
this Term Note be overdue,  and none of the Issuer, the Indenture Trustee or any
such agent shall be affected by notice to the contrary.


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                                                         4

<PAGE>



                  The  Indenture  permits,  with certain  exceptions  as therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations  of the  Issuer  and the  Indenture  Trustee  and the  rights of the
holders of the Term Notes under the  Indenture at any time by the Issuer and the
Indenture  Trustee  with the  consent  of the  holders of Notes  representing  a
majority of the Security  Balances of all Notes at the time  Outstanding and the
Credit Enhancer and with prior notice to the Rating Agencies. The Indenture also
contains  provisions  permitting  the  holders of Notes  representing  specified
percentages of the Security  Balances of all Notes,  on behalf of the holders of
all the Notes, to waive compliance by the Issuer with certain  provisions of the
Indenture and certain past defaults under the Indenture and their  consequences.
Any such  consent  or waiver by the holder of this Term Note (or any one of more
Predecessor  Term Notes)  shall be  conclusive  and binding upon such holder and
upon all future  holders of this Term Note and of any Term Note  issued upon the
registration  of transfer hereof or in exchange hereof or in lieu hereof whether
or not  notation  of such  consent  or waiver is made upon this Term  Note.  The
Indenture  also permits the Issuer and the  Indenture  Trustee to amend or waive
certain terms and conditions  set forth in the Indenture  without the consent of
holders of the Term Notes issued  thereunder but with prior notice to the Rating
Agencies and the Credit Enhancer.

                  The term  "Issuer"  as used in this  Term  Note  includes  any
successor or the Issuer under the Indenture.

                  The  Issuer  is  permitted  by the  Indenture,  under  certain
circumstances,  to merge or consolidate,  subject to the rights of the Indenture
Trustee and the holders of Term Notes under the Indenture.

                  The  Term  Notes  are  issuable  only  in  registered  form in
denominations  as  provided  in the  Indenture,  subject to certain  limitations
therein set forth.

                  This  Term  Note  and the  Indenture  shall  be  construed  in
accordance  with the laws of the State of New  York,  without  reference  to its
conflict  of law  provisions  and the  obligations,  rights and  remedies of the
parties  hereunder and  thereunder  shall be determined in accordance  with such
laws.

                  No reference  herein to the Indenture and no provision of this
Term Note or of the  Indenture  shall  alter or impair,  the  obligation  of the
Issuer,  which  is  absolute  and  unconditional,  to pay the  principal  of and
interest  on this Term  Note at the  times,  place and rate,  and in the coin or
currency herein prescribed.

                  Anything  herein to the  contrary  notwithstanding,  except as
expressly  provided in the Basic Documents,  none of Wilmington Trust Company in
its individual  capacity,  The Chase Manhattan Bank in its individual  capacity,
any owner of a  beneficial  interest in the Issuer,  or any of their  respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of  principal  of or interest on this Term Note or  performance
of,  or  omission   to   perform,   any  of  the   covenants,   obligations   or
indemnifications contained in the Indenture. The holder of this Term Note by its
acceptance  hereof  agrees  that,  except  as  expressly  provided  in the Basic
Documents,  in the case of an Event of Default under the  Indenture,  the holder
shall have no claim  against any of the foregoing  for any  deficiency,  loss or
claim therefrom; provided,

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                                                         5

<PAGE>



however,  that nothing  contained  herein shall be taken to prevent recourse to,
and enforcement  against,  the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Term Note.

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                                                         6

<PAGE>



                  IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Issuer
and  not in its  individual  capacity,  has  caused  this  Term  Note to be duly
executed.

            HOME EQUITY LOAN TRUST 1997-GMACM4



            By       WILMINGTON TRUST COMPANY, not in
                     its individual capacity but solely as Owner
                     Trustee


Dated: August 28, 1997


  By
           Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION


This is one of the Term Notes referred to in the within mentioned Indenture.


                                      THE CHASE MANHATTAN BANK, not
                                      in its individual capacity but solely as
                                      Indenture Trustee


Dated: August 28, 1997


                             By
                                      Authorized Signatory


<PAGE>



                                   ASSIGNMENT


Social Security or taxpayer I.D. or other identifying number of
assignee:__________________________________________________________

FOR VALUE  RECEIVED,  the  undersigned  hereby sells,  assigns and transfer unto
==============================================================================
(name and address of assignee)  the within Term Note and all rights  thereunder,
and       hereby        irrevocably        constitutes        and       appoints
- ------------------------------------------------------------------------------
___________________________,  attorney,  to transfer said Term Note on the books
kept for registration thereof, with full power of substitution in the premises.
Dated:                                                             */
                                         Signature Guaranteed:


                                                                   */



- --------
*    NOTICE:  The signature to this  assignment must correspond with the name of
     the --------  registered owner as it appears on the face of the within Term
     Note in every  particular,  without  alteration,  enlargement or any change
     whatever.  Such  signature  must be  guaranteed  by an "eligible  guarantor
     institution"  meeting  the  requirements  of  the  Note  Registrar,   which
     requirements  include  membership or  participation  in STAMP or such other
     "signature guarantee program" as may be determined by the Note Registrar in
     addition to, or in  substitution  for,  STAMP,  all in accordance  with the
     Securities Exchange Act of 1934, as amended.

<PAGE>




                                   Exhibit A-2

                         FORM OF VARIABLE FUNDING NOTES

                  THIS  VARIABLE  FUNDING  NOTE  HAS NOT  BEEN  AND  WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR THE SECURITIES LAWS
OF ANY  STATE  AND MAY NOT BE RESOLD  OR  TRANSFERRED  UNLESS  IT IS  REGISTERED
PURSUANT TO SUCH ACT AND LAWS OR IS SOLD OR  TRANSFERRED IN  TRANSACTIONS  WHICH
ARE EXEMPT FROM  REGISTRATION  UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND
IS  TRANSFERRED  IN  ACCORDANCE  WITH  THE  PROVISIONS  OF  SECTION  4.02 OF THE
INDENTURE REFERRED TO HEREIN.

                  THE PRINCIPAL OF THIS VARIABLE FUNDING NOTE IS PAYABLE IN
INSTALLMENTS AS SET FORTH HEREIN.  ACCORDINGLY, THE OUTSTANDING
PRINCIPAL AMOUNT OF THIS VARIABLE FUNDING NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.

                  THIS VARIABLE FUNDING NOTE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SELLER, THE DEPOSITOR, THE MASTER
SERVICER, THE INDENTURE TRUSTEE, THE OWNER TRUSTEE OR GMAC
MORTGAGE GROUP, INC. OR ANY OF THEIR RESPECTIVE AFFILIATES, EXCEPT
AS EXPRESSLY PROVIDED IN THE INDENTURE OR THE BASIC DOCUMENTS.

                       HOME EQUITY LOAN TRUST 1997-GMACM4
                  Home Equity Loan-Backed Variable Funding Note


Registered                        Initial Maximum Variable
                                  Funding Note Balance:  $____________

VFN-1                    Note Rate:  Floating

                  Home  Equity  Loan Trust  1997-GMACM4,  a business  trust duly
organized and existing under the laws of the State of Delaware  (herein referred
to  as  the   "Issuer"),   for   value   received,   hereby   promises   to  pay
to________________  or registered  assigns,  the  principal  amount set forth on
Schedule A attached hereto (or otherwise owing hereunder as determined  pursuant
to the  Indenture as defined  below),  payable on each Payment Date in an amount
equal to the pro rata portion  allocable hereto (based on the Security  Balances
of all Variable  Funding  Notes  immediately  prior to such Payment Date) of the
aggregate  amount,  if any,  payable  from the  Payment  Account  in  respect of
principal  on the  Variable  Funding  Notes  pursuant  to  Section  3.05  of the
Indenture dated as of August 28, 1997 (the  "Indenture")  between the Issuer, as
Issuer,  and The Chase  Manhattan  Bank,  as Indenture  Trustee (the  "Indenture
Trustee");  provided,  however,  that the entire unpaid principal amount of this
Variable  Funding  Note shall be due and payable on the Payment Date in November
2011, to the extent not previously paid

                                                         9

<PAGE>



on a prior  Payment  Date.  Capitalized  terms used but not  defined  herein are
defined in Appendix A of the Indenture.

                  Interest on this Variable Funding Note will be paid monthly on
each Payment Date at the Note Rate for the related  Interest  Period  subject to
limitations which may result in Interest Shortfalls (as further described in the
Indenture). The Note Rate for each Interest Period will be a floating rate equal
to the  lesser of (i) the sum of (a) LIBOR  plus  0.18%  per annum  (or,  on any
Payment Date when the aggregate  Principal Balance of the Revolving Credit Loans
as of the last day during the related  Collection Period is less than 10% of the
aggregate Cut-off Date Balance,  LIBOR plus 0.36%) and (ii) the Maximum Net Loan
Rate. All determinations of LIBOR by the Indenture Trustee shall, in the absence
of manifest  error,  be  conclusive  for all  purposes,  and each holder of this
Variable  Funding Note, by accepting  this Variable  Funding Note,  agrees to be
bound by such determination.  Interest on this Variable Funding Note will accrue
for each  Payment Date from the most recent  Payment Date on which  interest has
been paid (in the case of the First Payment Date,  from the Closing Date) to but
excluding  such  Payment  Date.  Interest  will be  computed on the basis of the
actual number of days in each  Interest  Period and a year assumed to consist of
360 days.  Principal of and interest on this Variable Funding Note shall be paid
in the manner specified on the reverse hereof.

                  Principal  of and interest on this  Variable  Funding Note are
payable in such coin or currency of the United  States of America as at the time
of payment is legal tender for payment of public and private debts. All payments
made by the Issuer with respect to this  Variable  Funding Note shall be applied
first to interest  due and  payable on this  Variable  Funding  Note as provided
above and then to the unpaid principal of this Variable Funding Note.

                  Reference is made to the further  provisions  of this Variable
Funding Note set forth on the reverse  hereof,  which shall have the same effect
as though fully set forth on the face of this Variable Funding Note.

                  Unless  the  certificate  of  authentication  hereon  has been
executed by the Indenture  Trustee whose name appears below by manual signature,
this  Variable  Funding  Note shall not be  entitled  to any  benefit  under the
Indenture  referred to on the reverse hereof,  or be valid or obligatory for any
purpose.

                  This Variable  Funding Note is one of a duly authorized  issue
of  Variable  Funding  Notes  of  the  Issuer,  designated  as its  Home  Equity
Loan-Backed Variable Funding Notes (herein called the "Variable Funding Notes"),
all  issued  under  the  Indenture,   to  which  Indenture  and  all  indentures
supplemental  thereto reference is hereby made for a statement of the respective
rights and obligations  thereunder of the Issuer,  the Indenture Trustee and the
holders of the Variable Funding Notes. The Variable Funding Notes are subject to
all terms of the Indenture.

                  The Variable  Funding Notes and the Term Notes  (collectively,
the  "Notes")  are and will be equally  and  ratably  secured by the  collateral
pledged as security therefor as provided in the Indenture.

                  This  Variable  Funding Note is entitled to the benefits of an
irrevocable and  unconditional  financial  guaranty  insurance  policy issued by
Ambac Assurance Corporation.

                                                        10

<PAGE>




                  Principal of and interest on this  Variable  Funding Note will
be payable on each Payment Date,  commencing on September 22, 1997, as described
in the Indenture.  "Payment Date" means the twentieth day of each month,  or, if
any such day is not a Business Day, then the next Business Day.

                  The entire unpaid  principal  amount of this Variable  Funding
Note  shall be due and  payable in full on the  Payment  Date in  November  2011
pursuant to the Indenture,  to the extent not previously paid on a prior Payment
Date.  Notwithstanding the foregoing, if an Event of Default shall have occurred
and  be  continuing,  then  the  Indenture  Trustee  or  the  holders  of  Notes
representing not less than a majority of the Security Balances of all Notes with
the consent of the Credit Enhancer, or the Credit Enhancer may declare the Notes
to be immediately  due and payable in the manner provided in Section 5.02 of the
Indenture.  All principal  payments on the Variable  Funding Notes shall be made
pro rata to the holders of Variable Funding Notes entitle thereto.

                  Payments  of interest on this  Variable  Funding  Note due and
payable on each Payment Date,  together with the  installment  of principal,  if
any, to the extent not in full payment of this Variable  Funding Note,  shall be
made by check mailed to the Person whose name appears as the  Registered  Holder
of this  Variable  Funding Note (or one or more  Predecessor  Notes) on the Note
Register as of the close of business on each Record Date.  Any  reduction in the
principal  amount of this Variable  Funding Note (or any one or more Predecessor
Variable  Funding Notes) effected by any payments made on any Payment Date shall
be binding  upon all future  holders of this  Variable  Funding  Note and of any
Variable  Funding  Note issued upon the  registration  of transfer  hereof or in
exchange  hereof or in lieu hereof,  whether or not noted  hereon.  If funds are
expected to be available,  as provided in the Indenture,  for payment in full of
the then remaining  unpaid  principal  amount of this Variable Funding Note on a
Payment Date,  then the Indenture  Trustee,  in the name of and on behalf of the
Issuer,  will notify the Person who was the  Registered  Holder hereof as of the
Record Date  preceding  such Payment  Date by notice  mailed or  transmitted  by
facsimile  prior to such Payment Date and the amount then due and payable  shall
be payable only upon presentation and surrender of this Variable Funding Note at
the address specified in such notice of final payment.

                  As   provided  in  the   Indenture   and  subject  to  certain
limitations set forth therein, the transfer of this Variable Funding Note may be
registered on the Note Register upon surrender of this Variable Funding Note for
registration  of transfer at the Corporate  Trust Office,  duly endorsed by, and
accompanied  by a written  instrument  of transfer in form  satisfactory  to the
Indenture  Trustee duly executed by, the holder hereof or such holder's attorney
duly  authorized  in writing,  with such  signature  guaranteed  by an "eligible
guarantor  institution"  meeting the  requirements of the Note Registrar,  which
requirements  include  membership or  participation  in the Securities  Transfer
Agent's Medallion Program ("STAMP") or such other "signature  guarantee program"
as may be  determined  by the Note  Registrar in addition to or in  substitution
for,  STAMP,  all in  accordance  with the  Securities  Exchange Act of 1934, as
amended,  and  thereupon  one or more new Variable  Funding  Notes in authorized
denominations  and in the same aggregate  principal amount will be issued to the
designated transferee or transferees.  No service charge will be charged for any
registration of transfer or exchange of this Variable Funding Note, but the Note
Registrar shall require payment of a sum

                                                        11

<PAGE>



sufficient  to cover  any tax or  governmental  charge  that may be  imposed  in
connection  with any  registration  of transfer  or  exchange  of this  Variable
Funding Note.

                  Each holder or Beneficial Owner of a Variable Funding Note, by
acceptance of a Variable Funding Note or, in the case of a Beneficial Owner of a
Variable  Funding  Note,  a  beneficial  interest  in a Variable  Funding  Note,
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the  obligations  of the Issuer,  the Owner  Trustee,  the Designated
Seller,  the Master  Servicer,  the  Depositor or the  Indenture  Trustee on the
Variable  Funding  Notes or under  the  Indenture  or any  certificate  or other
writing delivered in connection therewith,  against (i) the Indenture Trustee or
the Owner  Trustee in its  individual  capacity,  (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director  or  employee  of the  Indenture  Trustee  or the Owner  Trustee in its
individual  capacity,  any holder of a  beneficial  interest in the Issuer,  the
Owner  Trustee or the  Indenture  Trustee or of any  successor  or assign of the
Indenture Trustee or the Owner Trustee in its individual capacity, except as any
such Person may have expressly agreed and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid  consideration for stock,  unpaid capital  contribution or failure to
pay any installment or call owing to such entity.

                  Each holder or Beneficial Owner of a Variable Funding Note, by
acceptance of a Variable Funding Note or, in the case of a Beneficial Owner of a
Variable  Funding  Note,  a  beneficial  interest  in a Variable  Funding  Note,
covenants and agrees by accepting the benefits of the Indenture that such holder
or Beneficial  Owner of a Variable  Funding Note will not at any time  institute
against the Depositor, the Designated Seller, the Master Servicer, GMAC Mortgage
Group, Inc. or the Issuer, or join in any institution against the Depositor, the
Designated Seller, the Master Servicer,  GMAC Mortgage Group, Inc. or the Issuer
of, any  bankruptcy,  reorganization,  arrangement,  insolvency  or  liquidation
proceedings  under any United States federal or state  bankruptcy or similar law
in connection with any obligations  relating to the Variable  Funding Notes, the
Indenture or the Basic Documents.

                  The Issuer has entered into the  Indenture  and this  Variable
Funding Note is issued with the  intention  that,  for federal,  state and local
income,  single business and franchise tax purposes,  the Variable Funding Notes
will qualify as  indebtedness of the Issuer.  Each holder of a Variable  Funding
Note, by acceptance of a Variable  Funding Note (and each Beneficial  Owner of a
Variable  Funding Note,  by  acceptance  of a beneficial  interest in a Variable
Funding Note), agrees to treat the Variable Funding Notes for federal, state and
local income,  single business and franchise tax purposes as indebtedness of the
Issuer.

                  Prior to the due presentment  for  registration of transfer of
this Variable Funding Note, the Issuer,  the Indenture  Trustee and any agent of
the  Issuer or the  Indenture  Trustee  may treat the  Person in whose name this
Variable  Funding Note (as of the day of  determination or as of such other date
as may be specified in the  Indenture) is registered as the owner hereof for all
purposes,  whether or not this Variable Funding Note be overdue, and none of the
Issuer,  the Indenture  Trustee or any such agent shall be affected by notice to
the contrary.

                  The  Indenture  permits,  with certain  exceptions  as therein
provided,  the  amendment  thereof  and  the  modification  of  the  rights  and
obligations of the Issuer and the Indenture Trustee

                                                        12

<PAGE>



and the rights of the holders of the Variable  Funding Notes under the Indenture
at any time by the  Issuer and the  Indenture  Trustee  with the  consent of the
holders of Notes  representing a majority of the Security  Balances of all Notes
at the time  Outstanding  and the Credit  Enhancer  and with prior notice to the
Rating Agencies.  The Indenture also contains provisions  permitting the holders
of Notes  representing  specified  percentages  of the Security  Balances of all
Notes,  on behalf of the holders of all the Notes,  to waive  compliance  by the
Issuer with certain  provisions of the Indenture and certain past defaults under
the Indenture and their  consequences.  Any such consent or waiver by the holder
of this Variable Funding Note (or any one of more  Predecessor  Variable Funding
Notes)  shall be  conclusive  and  binding  upon such holder and upon all future
holders of this  Variable  Funding Note and of any Variable  Funding Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not  notation  of such  consent or waiver is made upon this  Variable
Funding Note. The Indenture also permits the Indenture Trustee to amend or waive
certain terms and conditions  set forth in the Indenture  without the consent of
holders of the Variable Funding Notes issued thereunder but with prior notice to
the Rating Agencies and the Credit Enhancer.

                  The  term  "Issuer"  as  used in this  Variable  Funding  Note
includes any successor to the Issuer under the Indenture.

                  The  Issuer  is  permitted  by the  Indenture,  under  certain
circumstances,  to merge or consolidate,  subject to the rights of the Indenture
Trustee and the holders of Variable Funding Notes under the Indenture.

                  The Variable  Funding  Notes are issuable  only in  registered
form  in  denominations  as  provided  in  the  Indenture,  subject  to  certain
limitations therein set forth.

                  This  Variable   Funding  Note  and  the  Indenture  shall  be
construed  in  accordance  with  the  laws of the  State  of New  York,  without
reference to its conflict of law  provisions,  and the  obligations,  rights and
remedies  of the  parties  hereunder  and  thereunder  shall  be  determined  in
accordance with such laws.

                  No reference  herein to the Indenture and no provision of this
Variable  Funding Note or of the Indenture  shall alter or impair the obligation
of the Issuer, which is absolute and unconditional,  to pay the principal of and
interest on this Variable Funding Note at the times,  place and rate, and in the
coin or currency herein prescribed.

                  Anything  herein to the  contrary  notwithstanding,  except as
expressly  provided in the Basic Documents,  none of Wilmington Trust Company in
its individual  capacity,  The Chase Manhattan Bank in its individual  capacity,
any owner of a  beneficial  interest in the Issuer,  or any of their  respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal  of or interest on this  Variable  Funding Note or
performance  of, or omission to perform,  any of the  covenants,  obligations or
indemnifications contained in the Indenture. The holder of this Variable Funding
Note by its acceptance hereof agrees that,  except as expressly  provided in the
Basic  Documents,  in the case of an Event of Default under the  Indenture,  the
holder shall have no claim against any of the foregoing for any deficiency,  los
or claim therefrom;  provided,  however,  that nothing contained herein shall be
taken to prevent

                                                        13

<PAGE>



recourse to, and enforcement  against,  the assets of the Issuer for any and all
liabilities,  obligations and undertakings contained in the Indenture or in this
Variable Funding Note.

                                                        14

<PAGE>



 IN WITNESS WHEREOF,  the Owner Trustee,  on behalf of the Issuer and not in its
individual capacity, has caused this Variable Funding Note to be duly executed.

                   HOME EQUITY LOAN TRUST 1997-GMACM4



                   By       WILMINGTON TRUST COMPANY, not in
                            its individual capacity but solely as Owner
                            Trustee


Dated: August 28, 1997


                                   By
                                            Authorized Signatory



                          CERTIFICATE OF AUTHENTICATION


This is one of the Term Notes referred to in the within mentioned Indenture.


                                       THE CHASE MANHATTAN BANK, not
                                       in its individual capacity but solely as
                                       Indenture Trustee


Dated: August 28, 1997


                              By
                                       Authorized Signatory


<PAGE>



                                   ASSIGNMENT


Social  Security  or  taxpayer  I.D. or other  identifying  number of  assignee:
______________   ----------------------------------------------------------  FOR
VALUE   RECEIVED,   the   undersigned   hereby  sells,   assigns  and  transfers
unto__________________________________________________________________________
- ------------------------------------------------------------------------------
(name and address of assignee) the within  Variable  Funding Note and all rights
thereunder,       and       hereby       irrevocably       constitutes       and
appoints_______________________________________________________,   attorney,  to
transfer said Variable Funding Note on the books kept for registration  thereof,
with full power of substitution in the premises.

Dated:                                                                      */
                                               Signature Guaranteed:


                                                                             //







- -------- / NOTICE:  The signature to this  assignment  must  correspond with the
name of the  --------  registered  owner as it appears on the face of the within
Variable Funding Note in every particular,  without  alteration,  enlargement or
any change whatever. Such signature must be guaranteed by an "eligible guarantor
institution" meeting the requirements of the Note Registrar,  which requirements
include membership or participation in STAMP or such other "signature  guarantee
program"  as may be  determined  by the Note  Registrar  in  addition  to, or in
substitution  for, STAMP, all in accordance with the Securities  Exchange Act of
1934, as amended. 16

<PAGE>



                                   SCHEDULE A
                                       to
                       HOME EQUITY LOAN TRUST 1997-GMACM4
                  Home Equity Loan-Backed Variable Funding Note


==============================================================================
Date   Percentage Interest Principal   Security Balance   Authorized Signature
                            Payment      Outstanding      of Indenture Trustee
- ------------------------------------------------------------------------------

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

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

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

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

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

                                                     17

<PAGE>



                                    Exhibit B

                  [FORM OF RULE 144A INVESTMENT REPRESENTATION]


                              Description  of Rule  144A  Securities,  including
numbers:
                          

                  The undersigned  seller,  as registered holder (the "Seller"),
intends to transfer the Rule 144A Securities  described above to the undersigned
buyer (the "Buyer").

                  1. In connection with such transfer and in accordance with the
agreements  pursuant to which the Rule 144A Securities  were issued,  the Seller
hereby  certifies the following  facts:  Neither the Seller nor anyone acting on
its behalf has offered, transferred,  pledged, sold or otherwise disposed of the
Rule 144A  Securities,  any  interest in the Rule 144A  Securities  or any other
similar security to, or solicited any offer to buy or accept a transfer,  pledge
or other disposition of the Rule 144A Securities,  any interest in the Rule 144A
Securities  or any other  similar  security  from,  or otherwise  approached  or
negotiated  with respect to the Rule 144A  Securities,  any interest in the Rule
144A Securities or any other similar security with, any person in any manner, or
made any general  solicitation  by means of general  advertising or in any other
manner,  or taken any other action,  that would constitute a distribution of the
Rule 144A  Securities  under the  Securities  Act of 1933, as amended (the "1933
Act"),  or that  would  render the  disposition  of the Rule 144A  Securities  a
violation of Section 5 of the 1933 Act or require registration pursuant thereto,
and that the Seller has not offered the Rule 144A Securities to any person other
than the Buyer or  another  "qualified  institutional  buyer" as defined in Rule
144A under the 1933 Act.

                  2. The Buyer warrants and  represents to, and covenants  with,
the  Indenture  Trustee  and  the  Issuer  (as  defined  in the  Indenture  (the
"Indenture"),  dated as of August  28,  1997,  between  Home  Equity  Loan Trust
1997-GMACM4,  as Issuer,  and The Chase  Manhattan  Bank, as Indenture  Trustee,
pursuant to Section 4.02 of the Indenture, as follows:

                          a. The Buyer understands that the Rule 144A Securities
         have not been  registered  under the 1933 Act or the securities laws of
         any state.

                          b.  The   Buyer   considers   itself  a   substantial,
         sophisticated   institutional   investor   having  such  knowledge  and
         experience  in  financial  and  business  matters that it is capable of
         evaluating  the  merits  and  risks  of  investment  in the  Rule  144A
         Securities.

                          c. The Buyer has been furnished  with all  information
         regarding  the Rule  144A  Securities  that it has  requested  from the
         Seller,  the  Indenture  Trustee,  the  Owner  Trustee  or  the  Master
         Servicer.

                                                        18

<PAGE>




                          d.  Neither the Buyer nor anyone  acting on its behalf
         has offered,  transferred,  pledged,  sold or otherwise disposed of the
         Rule 144A  Securities,  any interest in the Rule 144A Securities or any
         other  similar  security to, or solicited  any offer to buy or accept a
         transfer, pledge or other disposition of the Rule 144A Securities,  any
         interest  in the Rule 144A  Securities  or any other  similar  security
         from, or otherwise  approached  or negotiated  with respect to the Rule
         144A Securities,  any interest in the Rule 144A Securities or any other
         similar  security with,  any person in any manner,  or made any general
         solicitation by means of general advertising or in any other manner, or
         taken any other action,  that would  constitute a  distribution  of the
         Rule  144A  Securities  under  the 1933 Act or that  would  render  the
         disposition of the Rule 144A Securities a violation of Section 5 of the
         1933 Act or require registration pursuant thereto, nor will it act, nor
         has it  authorized  or will it  authorize  any  person to act,  in such
         manner with respect to the Rule 144A Securities.

                          e. The Buyer is a "qualified  institutional  buyer" as
         that term is defined in Rule 144A under the 1933 Act and has  completed
         either of the forms of  certification to that effect attached hereto as
         Annex 1 or  Annex 2.  The  Buyer is aware  that the sale to it is being
         made in reliance  on Rule 144A.  The Buyer is  acquiring  the Rule 144A
         Securities  for its own  account  or the  accounts  of other  qualified
         institutional buyers, understands that such Rule 144A Securities may be
         resold, pledged or transferred only (i) to a person reasonably believed
         to be a  qualified  institutional  buyer  that  purchases  for  its own
         account or for the account of a qualified  institutional  buyer to whom
         notice is given that the  resale,  pledge or  transfer is being made in
         reliance  on Rule 144A,  or (ii)  pursuant  to another  exemption  from
         registration under the 1933 Act.

                  3. This  document may be executed in one or more  counterparts
and by the different  parties  hereto on separate  counterparts,  each of which,
when  so  executed,  shall  be  deemed  to be an  original;  such  counterparts,
together, shall constitute one and the same document.

                  IN WITNESS  WHEREOF,  each of the  parties has  executed  this
document as of the date set forth below.


Print Name of Seller                        Print Name of Buyer

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

Taxpayer Identification:                    Taxpayer Identification:

No.                                                  No.

Date:                                                         Date:

                                                        19

<PAGE>



                              ANNEX 1 TO EXHIBIT B


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

             [For Buyers Other Than Registered Investment Companies]

     The  undersigned  hereby  certifies as follows in connection  with the Rule
144A Investment Representation to which this Certification is attached:

             1. As indicated  below,  the  undersigned is the  President,  Chief
Financial  Officer,  Senior Vice  President  or other  executive  officer of the
Buyer.

             2. In  connection  with  purchases  by the  Buyer,  the  Buyer is a
"qualified  institutional  buyer" as that term is defined in Rule 144A under the
Securities Act of 1933 ("Rule 144A") because (i) the Buyer owned and/or invested
on a discretionary basis $______________________** in securities (except for the
excluded  securities referred to below) as of the end of the Buyer's most recent
fiscal year (such amount being calculated in accordance with Rule 144A) and (ii)
the Buyer satisfies the criteria in the category marked below.

     ___     Corporation,  etc. The Buyer is a  corporation  (other than a bank,
             savings and loan association or similar institution), Massachusetts
             or similar business trust, partnership,  or charitable organization
             described in Section 501(c)(3) of the Internal Revenue Code.

___  Bank.  The Buyer (a) is a national  bank or banking  institution  organized
     under the laws of any State,  territory or the  District of  Columbia,  the
     business of which is substantially confined to banking and is supervised by
     the State or  territorial  banking  commission or similar  official or is a
     foreign bank or equivalent institution, and (b) has an audited net worth of
     at  least  $25,000,000  as  demonstrated  in its  latest  annual  financial
     statements, a copy of which is attached hereto. --------
** Buyer must own and/or invest on a discretionary  basis at least  $100,000,000
in securities unless Buyer is a dealer, and, in that case, Buyer must own and/or
invest on a discretionary basis at least $10,000,000 in securities.


                                                        20

<PAGE>



     ___     Savings and Loan. The Buyer (a) is a savings and loan  association,
             building  and  loan  association,   cooperative   bank,   homestead
             association  or  similar  institution,   which  is  supervised  and
             examined by a State or Federal  authority  having  supervision over
             any such  institutions or is a foreign savings and loan association
             or  equivalent  institution  and (b) has an audited net worth of at
             least  $25,000,000 as demonstrated  in its latest annual  financial
             statements.

___  Broker-Dealer.  The Buyer is a dealer registered  pursuant to Section 15 of
     the ------------- Securities Exchange Act of 1934.

     ___     Insurance Company.  The Buyer is an insurance company whose primary
             and  predominant  business  activity is the writing of insurance or
             the  reinsuring of risks  underwritten  by insurance  companies and
             which is subject to supervision by the insurance  commissioner or a
             similar  official or agency of a State or territory or the District
             of Columbia.

___  State or Local Plan.  The Buyer is a plan  established  and maintained by a
     State, its political subdivisions,  or any agency or instrumentality of the
     State or its political subdivisions, for the benefit of its employees.
     ___     ERISA  Plan.  The Buyer is an  employee  benefit  plan  within  the
             meaning of Title I of the Employee  Retirement  Income Security Act
             of 1974.

___  Investment Adviser. The Buyer is an investment adviser registered under the
     Investment Advisers Act of 1940.

___  SBIC. The Buyer is a Small Business Investment Company licensed by the U.S.
     Small  Business  Administration  under  Section  301(c) or (d) of the Small
     Business Investment Act of 1958.

___  Business  Development  Company. The Buyer is a business development company
     as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

___  Trust  Fund.  The Buyer is a trust  fund  whose  trustee is a bank or trust
     company  ----------  and  whose  participants  are  exclusively  (a)  plans
     established and maintained by a State, its political  subdivisions,  or any
     agency or instrumentality of the State or its political  subdivisions,  for
     the benefit of its  employees,  or (b)  employee  benefit  plans within the
     meaning of Title I of the Employee  Retirement Income Security Act of 1974,
     but is not a trust fund that includes as participants individual retirement
     accounts or H.R. 10 plans.

             3. The term  "securities"  as used  herein  does  not  include  (i)
securities of issuers that are affiliated  with the Buyer,  (ii) securities that
are part of an unsold allotment to or subscription by the Buyer, if the Buyer is
a dealer,  (iii) bank  deposit  notes and  certificates  of  deposit,  (iv) loan
participations,  (v) repurchase agreements, (vi) securities owned but subject to
a repurchase agreement and (vii) currency, interest rate and commodity swaps.


                                                        21

<PAGE>



             4. For purposes of determining  the aggregate  amount of securities
owned and/or invested on a discretionary  basis by the Buyer, the Buyer used the
cost of such  securities to the Buyer and did not include any of the  securities
referred to in the preceding  paragraph.  Further, in determining such aggregate
amount,  the Buyer may have included  securities  owned by  subsidiaries  of the
Buyer,  but only if such  subsidiaries  are  consolidated  with the Buyer in its
financial  statements  prepared in accordance with generally accepted accounting
principles  and if the  investments of such  subsidiaries  are managed under the
Buyer's direction.  However, such securities were not included if the Buyer is a
majority-owned,  consolidated  subsidiary of another enterprise and the Buyer is
not itself a reporting company under the Securities Exchange Act of 1934.

             5. The Buyer  acknowledges  that it is familiar  with Rule 144A and
understands  that the  seller to it and other  parties  related to the Rule 144A
Securities are relying and will continue to rely on the  statements  made herein
because one or more sales to the Buyer may be in reliance on Rule 144A.

  ___         ___ Will the Buyer be purchasing the Rule 144A
  Yes         No  Securities only for the Buyer's own account?

             6. If the  answer  to the  foregoing  question  is "no",  the Buyer
agrees that, in connection with any purchase of securities sold to the Buyer for
the account of a third party  (including  any  separate  account) in reliance on
Rule 144A, the Buyer will only purchase for the account of a third party that at
the time is a "qualified  institutional  buyer" within the meaning of Rule 144A.
In addition,  the Buyer agrees that the Buyer will not purchase securities for a
third party unless the Buyer has obtained a current  representation  letter from
such third party or taken other appropriate  steps  contemplated by Rule 144A to
conclude that such third party  independently meets the definition of "qualified
institutional buyer" set forth in Rule 144A.



                                                        22

<PAGE>



             7.  The  Buyer  will  notify  each of the  parties  to  which  this
certification is made of any changes in the information and conclusions  herein.
Until such notice is given,  the Buyer's  purchase of Rule 144A  Securities will
constitute  a  reaffirmation  of  this  certification  as of the  date  of  such
purchase.


                                            Print Name of Buyer

                                            By:
                                                     Name:
                                                     Title:
                                            Date:

                                                        23

<PAGE>



                              ANNEX 2 TO EXHIBIT B


            QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

              [For Buyers That Are Registered Investment Companies]


                  The undersigned hereby certifies as follows in connection with
the Rule 144A Investment Representation to which this Certification is attached:

                   1. As indicated  below,  the  undersigned  is the  President,
Chief  Financial  Officer or Senior Vice President of the Buyer or, if the Buyer
is a "qualified  institutional buyer" as that term is defined in Rule 144A under
the  Securities  Act of 1933 ("Rule 144A")  because Buyer is part of a Family of
Investment Companies (as defined below), is such an officer of the Adviser.

                  2. In  connection  with  purchases  by  Buyer,  the Buyer is a
"qualified  institutional  buyer" as  defined in SEC Rule 144A  because  (i) the
Buyer is an investment  company  registered under the Investment  Company Act of
1940,  and (ii) as marked  below,  the Buyer  alone,  or the  Buyer's  Family of
Investment Companies,  owned at least $100,000,000 in securities (other than the
excluded  securities referred to below) as of the end of the Buyer's most recent
fiscal year. For purposes of determining  the amount of securities  owned by the
Buyer or the Buyer's Family of Investment Companies, the cost of such securities
was used.

____ The Buyer owned $___________________ in securities (other than the excluded
     securities  referred  to below) as of the end of the  Buyer's  most  recent
     fiscal year (such amount being calculated in accordance with Rule 144A).

____  The Buyer is part of a Family of  Investment  Companies  which
      owned in the aggregate  $______________  in securities  (other
      than the excluded  securities referred to below) as of the end
      of the Buyer's  most recent  fiscal  year (such  amount  being
      calculated in accordance with Rule 144A).

                  3. The term "Family of  Investment  Companies"  as used herein
means two or more registered  investment companies (or series thereof) that have
the same  investment  adviser or  investment  advisers that are  affiliated  (by
virtue of being  majority owned  subsidiaries  of the same parent or because one
investment adviser is a majority owned subsidiary of the other).

                  4. The term  "securities"  as used herein does not include (i)
securities  of  issuers  that are  affiliated  with the Buyer or are part of the
Buyer's Family of Investment Companies, (ii) bank deposit notes and certificates
of  deposit,  (iii)  loan  participations,   (iv)  repurchase  agreements,   (v)
securities  owned but  subject  to a  repurchase  agreement  and (vi)  currency,
interest rate and commodity swaps.


                                                        24

<PAGE>



                  5. The Buyer is familiar with Rule 144A and  understands  that
each of the  parties to which this  certification  is made are  relying and will
continue to rely on the statements  made herein because one or more sales to the
Buyer  will be in  reliance  on Rule  144A.  In  addition,  the Buyer  will only
purchase for the Buyer's own account.

                  6. The  undersigned  will  notify each of the parties to which
this  certification  is made of any changes in the  information  and conclusions
herein.  Until such notice,  the Buyer's  purchase of Rule 144A  Securities will
constitute a reaffirmation  of this  certification  by the undersigned as of the
date of such purchase.



                                                     Print Name of Buyer


                                                     By:
                                      Name:
                                     Title:

                                 IF AN ADVISER:


                                                     Print Name of Buyer


                                                     Date:

                                                        25

<PAGE>



                                    EXHIBIT C

                     FORM OF INVESTOR REPRESENTATION LETTER


                                                       , 19


Residential Funding Mortgage Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437

The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, NY  10001

Attention:  Corporate Trust Administration

                  Re:      Home Equity Loan-Backed Capped Funding Notes
                           Series 1997-GMACM4

Ladies and Gentlemen:

                        (the "Purchaser") intends to purchase from
(the  "Seller") $ Capped  Funding  Notes of Series  1997-GMACM4  (the  "Notes"),
issued pursuant to the Indenture (the "Indenture"),  dated as of August 28, 1997
between  Home  Equity  Loan  Trust,  as  issuer  (the  "Issuer"),  and The Chase
Manhattan Bank, as indenture trustee (the "Indenture  Trustee").  All terms used
herein  and not  otherwise  defined  shall  have the  meanings  set forth in the
Indenture.  The  Purchaser  hereby  certifies,  represents  and warrants to, and
covenants with, the Issuer and the Indenture Trustee that:

                           1. The Purchaser  understands that (a) the Notes have
                  not been and will not be  registered  or  qualified  under the
                  Securities  Act of 1933,  as amended  (the "Act") or any state
                  securities law, (b) the Company is not required to so register
                  or  qualify  the  Notes,  (c) the Notes may be resold  only if
                  registered and qualified pursuant to the provisions of the Act
                  or any state  securities  law,  or if an  exemption  from such
                  registration and qualification is available, (d) the Indenture
                  contains restrictions  regarding the transfer of the Notes and
                  (e) the Notes will bear a legend to the foregoing effect.


                                       C-1

<PAGE>



                           2. The  Purchaser is acquiring  the Notes for its own
                  account for investment only and not with a view to or for sale
                  in connection with any distribution thereof in any manner that
                  would violate the Act or any applicable state securities laws.

                           3. The Purchaser is (a) a substantial,  sophisticated
                  institutional investor having such knowledge and experience in
                  financial and business  matters,  and, in particular,  in such
                  matters related to securities  similar to the Notes, such that
                  it is capable of evaluating the merits and risks of investment
                  in the Notes,  (b) able to bear the economic  risks of such an
                  investment and (c) an "accredited investor" within the meaning
                  of Rule 501(a) promulgated pursuant to the Act.

                           4. The Purchaser has been furnished with, and has had
                  an  opportunity  to review (a) a copy of the Indenture and [b]
                  such other  information  concerning  the Notes,  the Revolving
                  Credit  Loans and the  Company  as has been  requested  by the
                  Purchaser  from the  Company or the Seller and is  relevant to
                  the Purchaser's  decision to purchase the Notes. The Purchaser
                  has had any questions arising from such review answered by the
                  Company or the Seller to the satisfaction of the Purchaser.

                           5.  The  Purchaser  has not and  will  not nor has it
                  authorized  or will it  authorize  any  person  to (a)  offer,
                  pledge,  sell,  dispose of or otherwise transfer any Note, any
                  interest  in any Note or any  other  similar  security  to any
                  person  in any  manner,  (b)  solicit  any  offer to buy or to
                  accept a pledge,  disposition  of other  transfer of any Note,
                  any interest in any Note or any other  similar  security  from
                  any person in any manner,  (c) otherwise approach or negotiate
                  with  respect  to any Note,  any  interest  in any Note or any
                  other similar security with any person in any manner, (d) make
                  any general solicitation by means of general advertising or in
                  any other manner or (e) take any other action, that (as to any
                  of (a) through (e) above) would  constitute a distribution  of
                  any Note under the Act, that would render the  disposition  of
                  any Note a  violation  of  Section  5 of the Act or any  state
                  securities   law,  or  that  would  require   registration  or
                  qualification pursuant thereto. The Purchaser will not sell or
                  otherwise transfer any of the Notes, except in compliance with
                  the provisions of the Indenture.

                           6.  The Purchaser is not a non-United States person.

                                            Very truly yours,



                                            By:
                                            Name:
                                            Title:


                                       C-2

<PAGE>



                                    EXHIBIT D

                    FORM OF TRANSFEROR REPRESENTATION LETTER




                                                     , 19


Residential Funding Mortgage Securities II, Inc.
8400 Normandale Lake Boulevard
Suite 600
Minneapolis, MN 55437

The Chase Manhattan Bank
450 West 33rd Street, 15th Floor
New York, NY  10001

Attention:  Corporate Trust Administration

                  Re:      Home Equity Loan-Backed Capped Funding Notes
                           Series 1997-GMACM4

Ladies and Gentlemen:

                 (the "Purchaser") intends to purchase from
(the  "Seller") $ Capped  Funding  Notes of Series  1997-GMACM4  (the  "Notes"),
issued  pursuant to the (the  "Indenture"),  dated as of August 28, 1997 between
Home Equity Loan Trust, as issuer (the "Issuer"),  and The Chase Manhattan Bank,
as indenture  trustee (the "Indenture  Trustee").  All terms used herein and not
otherwise defined shall have the meanings set forth in the Indenture. The Seller
hereby certifies, represents and warrants to, and covenants with, the Issuer and
the Indenture Trustee that:

                  Neither  the Seller  nor  anyone  acting on its behalf has (a)
offered,  pledged,  sold,  disposed of or otherwise  transferred  any Note,  any
interest in any Note or any other similar  security to any person in any manner,
(b) has solicited any offer to buy or to accept a pledge,  disposition  or other
transfer of any Note,  any  interest in any Note or any other  similar  security
from any person in any manner,  (c) has otherwise  approached or negotiated with
respect to any Note, any interest in any Note or any other similar security with
any person in any  manner,  (d) has made any  general  solicitation  by means of
general  advertising or in any other manner,  or (e) has taken any other action,
that (as to any of (a) through (e) above) would constitute a distribution of the
Notes  under the  Securities  Act of 1933 (the  "Act"),  that  would  render the
disposition  of any  Note a  violation  of  Section  5 of the  Act or any  state
securities  law, or that would require  registration or  qualification  pursuant
thereto.  The Seller  will not act,  in any  manner  set forth in the  foregoing
sentence with respect to any

                                       D-1

<PAGE>


Note.  The Seller  has not and will not sell or  otherwise  transfer  any of the
Notes, except in compliance with the provisions of the Indenture.
                                                              Very truly yours,


                                                              (Seller)



                                                              By:
                                                              Name:
                                                              Title:


                                       D-2

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                                                    EXHIBIT 4.6

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                                                   EXHIBIT 10.1
                RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.

                                  as Purchaser,

                                       and

                            GMAC MORTGAGE CORPORATION

                              as Designated Seller









                          DESIGNATED SELLER'S AGREEMENT

                           Dated as of August 1, 1997






                             Revolving Credit Loans





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                       TABLE OF CONTENTS


                                                                     Page
                           ARTICLE I

                          DEFINITIONS

Section 1.1.      Definitions............................................. 2
                  -----------                                               
                          ARTICLE II

     SALE OF REVOLVING CREDIT LOANS AND RELATED PROVISIONS

Section 2.1.      Sale of Revolving Credit Loans.......................... 2
                  ------------------------------                            

Section 2.2.      Payment of Purchase Price............................... 5
                  -------------------------                                 

Section 2.3.      Variable Funding Notes on or after the Closing Date..... 6
                  ---------------------------------------------------       

Section 2.4.      Draws After an Amortization Event....................... 7
                  ---------------------------------                         
                          ARTICLE III

                EXAMINATION OF MORTGAGE FILES;
                         DUE DILIGENCE

Section 3.1.      Delivery of Files....................................... 8
                  -----------------                                         

Section 3.2.      Due Diligence........................................... 8
                  -------------                                             

Section 3.3.      Information in Prospectus Supplement.................... 9
                  ------------------------------------                      
                          ARTICLE IV

                REPRESENTATIONS AND WARRANTIES;
                      REMEDIES FOR BREACH

Section 4.1.      Designated Seller Representations and Warranties........ 9
                  ------------------------------------------------          
                           ARTICLE V

                 DESIGNATED SELLER'S COVENANTS

Section 5.1.      Covenants of the Designated Seller......................17
                  ----------------------------------                        
                          ARTICLE VI



                              -i-
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                                                                     Page


Section 6.1.      Closing.................................................. 17
                  -------                                                     

Section 6.2.      Closing Documents........................................ 18
                  -----------------                                           
                          ARTICLE VII

                           SERVICING

Section 7.1.      Servicing................................................ 20
                  ---------                                                   
                         ARTICLE VIII

           INDEMNIFICATION BY THE DESIGNATED SELLER
          WITH RESPECT TO THE REVOLVING CREDIT LOANS

Section 8.1. Indemnification With Respect to the Revolving Credit Loans..... 20
             ----------------------------------------------------------        

Section 8.2. Limitation on Liability of the Designated Seller............... 20
             ------------------------------------------------                  
                     ARTICLE IX

                   INDEMNIFICATION

Section 9.1. Indemnification................................................ 20
             ---------------                                                   
                      ARTICLE X

                     TERMINATION

Section 10.1.Termination.................................................... 23
             -----------                                                       
                     ARTICLE XI

              MISCELLANEOUS PROVISIONS

Section 11.1.Amendment...................................................... 23
             ---------                                                         

Section 11.2.GOVERNING LAW.................................................. 23
             -------------                                                     

Section 11.3.Costs.......................................................... 23
             -----                                                             

Section 11.4.Notices........................................................ 24
             -------                                                           

Section 11.5.Severability of Provisions..................................... 24
             --------------------------                                        

Section 11.6.Relationship of Parties........................................ 24
             -----------------------                                           


                                      -ii-
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                                                                       Page

Section 11.7.     Counterparts.............................................24
                  ------------                                               

Section 11.8.     Further Agreements.......................................25
                  ------------------                                         

Section 11.9.     Intention of the Parties.................................25
                  ------------------------                                   

Section 11.10.    Successors and Assigns; Assignment of This Agreement.....25
                  ----------------------------------------------------       

Section 11.11.    Survival.................................................26
                  --------                                                   



                                      -iii-
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Exhibits

Exhibit 1                  Revolving Credit Loan Schedule
Exhibit 2                  Officer's Certificate of the Designated Seller
Exhibit 3                  Board Resolutions of the Designated Seller
Exhibit 4                  Opinion of the Designated Seller
Exhibit 5                  Form of Underwriting Agreement


                                      -iv-
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     This DESIGNATED SELLER'S AGREEMENT (this  "Agreement"),  dated as of August
1, 1997, is made between GMAC Mortgage Corporation (the "Designated Seller") and
Residential Funding Mortgage Securities II, Inc. (the "Purchaser").
                              W I T N E S S E T H :

                  WHEREAS, the Designated Seller owns Cut-off Date Loan Balances
and the Related  Documents for the home equity lines of credit  indicated on the
Revolving Credit Loan Schedule attached as Exhibit 1 hereto  (collectively,  the
"Revolving  Credit  Loans"),  including  rights to (a) any property  acquired by
foreclosure or deed in lieu of foreclosure or otherwise, and (b) the proceeds of
any insurance policies covering the Revolving Credit Loans;

                  WHEREAS,  the parties hereto desire that the Designated Seller
sell the  Cut-off  Date  Loan  Balances  of the  Revolving  Credit  Loans to the
Purchaser  pursuant  to the terms of this  Agreement  together  with the Related
Documents on the Closing Date, and thereafter all Additional Balances created on
or after the Cut-off Date;

                  WHEREAS, pursuant to the terms of the Servicing Agreement, the
Master Servicer will service the Revolving  Credit Loans directly or through one
or more Subservicers;

                  WHEREAS,  pursuant  to the terms of the Trust  Agreement,  the
Purchaser will sell the Revolving Credit Loans to the Issuer in exchange for the
cash proceeds of the Securities;

     WHEREAS,  pursuant  to the terms of the Trust  Agreement,  the Issuer  will
issue and transfer to or at the direction of the Purchaser, the Certificates;

     WHEREAS,  pursuant to the terms of the Indenture, the Issuer will issue and
transfer to or at the  direction  of the  Purchaser,  the Notes,  secured by the
Revolving Credit Loans;

                  NOW,  THEREFORE,  in  consideration  of the  mutual  covenants
herein contained, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.1. Definitions.  For all purposes of this Designated
Seller's Agreement,  except as otherwise expressly provided herein or unless the
context otherwise requires, capitalized terms not otherwise defined herein shall
have the  meanings  assigned  to such  terms  in the  Definitions  contained  in
Appendix A to the  Indenture  dated August 28, 1997 (the  "Indenture"),  between
Home Equity Loan Trust 1997-GMACM4,  as issuer, and The Chase Manhattan Bank, as
indenture  trustee,  which  is  incorporated  by  reference  herein.  All  other
capitalized terms used herein shall have the meanings specified herein.

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                                                      -2-



                                   ARTICLE II

              SALE OF REVOLVING CREDIT LOANS AND RELATED PROVISIONS

                  Section 2.1.      Sale of Revolving Credit Loans.

                  (a) The  Designated  Seller,  by the execution and delivery of
this Agreement,  does hereby sell, assign, set over, and otherwise convey to the
Purchaser,  without  recourse,  all of its right,  title and interest in, to and
under the  following,  and  wherever  located:  (i) the  Revolving  Credit Loans
(including  without limitation the Cut-off Date Loan Balances and all Additional
Balances;  provided,  however,  that following the occurrence of an Amortization
Event, any subsequent loan balance represented by each Draw and interest thereon
will not be deemed transferred to the Issuer, and the Designated Seller (in such
event) shall retain ownership of each loan balance represented by each such Draw
made thereafter and interest  thereon),  all interest  accruing  thereon and all
collections in respect  thereof  received on or after the Cut-off Date; (ii) the
interest of the  Designated  Seller in any insurance  policies in respect of the
Revolving  Credit  Loans;  and (iii) all  proceeds of the  foregoing;  provided,
however,  that the  Purchaser  does not  assume the  obligation  under each Loan
Agreement to fund Draws to the Mortgagor thereunder, and the Purchaser shall not
be  obligated  or  permitted  to fund any such Draws,  it being  agreed that the
Designated  Seller  will  retain  the  obligation  to fund  future  Draws.  Such
conveyance shall be deemed to be made: (1) with respect to the Cut-off Date Loan
Balances,  as of the Closing  Date;  and (2) with  respect to the amount of each
Additional  Balance created on or after the Cut-off Date, as of the later of the
Closing Date and the date that the  corresponding  Draw was made pursuant to the
related  Loan  Agreement,  subject to the  receipt by the  Designated  Seller of
consideration  therefor as provided  herein under clause (b) of Section 2.2. The
sale of the Revolving  Credit Loans shall take place on August 28, 1997, or such
other date as shall be mutually acceptable to the parties hereto, subject to and
simultaneously  with the deposit of the  Revolving  Credit Loans into the Trust,
the  issuance  of the Notes and  Certificates,  and the sale of the Notes by the
Purchaser  pursuant  to the  Underwriting  Agreement  to be entered  into by the
Purchaser,  the  Designated  Seller  and the  Underwriter,  a form of  which  is
attached hereto as Exhibit 5.

                  (b) In connection with such conveyance,  the Designated Seller
further agrees, at its own expense, on or prior to the Closing Date with respect
to the Loan Balance of the  Revolving  Credit Loans to indicate in its books and
records that the Revolving Credit Loans have been sold to the Purchaser pursuant
to this Agreement and to deliver to the Purchaser true and complete lists of all
of the Revolving  Credit Loans specifying for each Revolving Credit Loan (i) its
account  number and (ii) its Cut-off Date Loan Balance.  Such lists,  which form
part of the Revolving Credit Loan Schedule, shall be marked as Exhibit 1 to this
Agreement and are hereby incorporated into and made a part of this Agreement.


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                                                      -3-

                  (c) In  connection  with  such  conveyance  by the  Designated
Seller,  the Designated  Seller shall on behalf of the Purchaser deliver to, and
deposit  with the  respective  Custodian,  on or before the Closing  Date,  with
respect to (i) below,  or within 90 days of the Closing  Date,  with  respect to
(ii) through (v) below,  the following  documents or instruments with respect to
each Revolving Credit Loan:

                         (i) the original Credit Line Agreement endorsed without
         recourse in blank or, with respect to any  Revolving  Credit Loan as to
         which the original Credit Line Agreement has been  permanently  lost or
         destroyed and has not been replaced, a Lost Note Affidavit;

                        (ii) the original  Mortgage  with  evidence of recording
         thereon,  or, if the original  Mortgage has not yet been  returned from
         the public recording office, a copy of the original Mortgage  certified
         by the public recording office in which such original Mortgage has been
         recorded,  or a  certified  copy  of such  Mortgage  in the  event  the
         recording office keeps the original or if the original is lost;

                       (iii)  assignments  (which may be included in one or more
         blanket  assignments if permitted by applicable law) of the Mortgage in
         recordable  form as  follows:  (A) from the related  originator  to the
         Designated  Seller,  and (B) from the  Designated  Seller to "The Chase
         Manhattan  Bank as trustee  under that  certain  Indenture  dated as of
         August 28, 1997, for Residential  Funding Mortgage Securities II, Inc.,
         Home Equity Loan-Backed Notes,  Series  1997-GMACM4" c/o the Designated
         Seller at an address specified by the Designated Seller;

                        (iv)  originals of any  intervening  assignments  of the
         Mortgage,  with evidence of recording  thereon,  or, if the original of
         any such  intervening  assignment  has not yet been  returned  from the
         public recording office, a copy of such original intervening assignment
         certified  by the  public  recording  office  in  which  such  original
         intervening assignment has been recorded; and

     (v) a true and correct copy of each assumption, modification, consolidation
or substitution agreement, if any, relating to the Revolving Credit Loan.

                  Within the time  period for the review of each  Mortgage  File
set forth in Section 2.2 of the Custodial Agreement, if a material defect in any
Mortgage File is discovered  which may materially and adversely affect the value
of the related  Revolving Credit Loan, or the interests of the Indenture Trustee
(as   pledgee  of  the   Revolving   Credit   Loans),   the   Noteholders,   the
Certificateholders  or the  Credit  Enhancer  in  such  Revolving  Credit  Loan,
including the Designated Seller's failure to deliver any document required to be
delivered to the Custodian on behalf of the Indenture  Trustee  (provided that a
Mortgage  File  will  not be  deemed  to  contain  a  defect  for an  unrecorded
assignment under clause (iii) above if the Designated  Seller has submitted such
assignment for recording pursuant to the terms of the following paragraph), the

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                                                      -4-

Designated  Seller  shall cure such  defect,  repurchase  the related  Revolving
Credit Loan at the Repurchase  Price or substitute an Eligible  Substitute  Loan
for the related  Revolving  Credit Loan upon the same terms and  conditions  set
forth in Section 4.1 hereof for breaches of
representations and warranties as to the Revolving Credit Loans.

                  In  instances  where  an  original  Mortgage  or any  original
intervening  assignment  of  Mortgage  was not, in  accordance  with clause (iv)
above,  delivered  by the  Designated  Seller  to the  respective  Custodian  in
accordance  with the execution and delivery of this  Agreement,  the  Designated
Seller will deliver or cause to be delivered the  originals or certified  copies
of such documents to such Custodian promptly upon receipt thereof.

                  Upon sale of the Revolving Credit Loans, the ownership of each
Credit Line  Agreement,  the mortgage  and the contents of the related  Mortgage
File is vested in the  Purchaser  and the ownership of all records and documents
with respect to the related Revolving Credit Loan prepared by or which come into
the possession of the Designated  Seller as seller of the Revolving Credit Loans
hereunder or in its capacity as Master  Servicer  under the Servicing  Agreement
shall  immediately vest in the Purchaser and shall be retained and maintained in
trust  by the  Designated  Seller  or the  Master  Servicer  at the  will of the
Purchaser  in such  custodial  capacity  only.  In the event  that any  original
document held by the Designated  Seller of the Revolving  Credit Loans hereunder
in its  capacity as Master  Servicer  is required  pursuant to the terms of this
Section to be part of a Mortgage File, such document shall be delivered promptly
to the Custodian.  The Designated  Seller's records will accurately  reflect the
sale of each Revolving Credit Loan to the Purchaser.

     The Purchaser hereby  acknowledges  its acceptance of all right,  title and
interest to the property, conveyed to it pursuant to this Section 2.1.

                  (d) The parties hereto intend that the  transactions set forth
herein  constitute a sale by the  Designated  Seller to the Purchaser of all the
Designated  Seller's  right,  title and interest in and to the Revolving  Credit
Loans and other property as and to the extent  described above. In the event the
transactions set forth herein are deemed not to be a sale, the Designated Seller
hereby  grants to the  Purchaser a security  interest  in all of the  Designated
Seller's right,  title and interest in, to and under the Revolving  Credit Loans
and such other property,  to secure all of the Designated  Seller's  obligations
hereunder,  and this  Agreement  shall  constitute  a security  agreement  under
applicable  law. The Designated  Seller agrees to take or cause to be taken such
actions and to execute such documents,  including without  limitation the filing
of any  continuation  statements with respect to the UCC-1 financing  statements
filed with respect to the Revolving Credit Loans by the Purchaser on the Closing
Date,  and any  amendments  thereto  required to reflect a change in the name or
corporate  structure of the  Designated  Seller or the filing of any  additional
UCC-1  financing  statements  due to the change in the  principal  office of the
Designated  Seller,  as are  necessary  to perfect and  protect the  Purchaser's
interests in each Revolving Credit Loan and the proceeds thereof.


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                                                      -5-

                  (e) The  Designated  Seller hereby sells the Revolving  Credit
Loans to the Purchaser  without any obligation of the Purchaser or any successor
transferee  to  provide  any  amounts  to  General  Motors  Corporation,  or any
affiliate or subsidiary thereof ("GM"), in connection with any program,  whether
documented or not, including,  without limitation, the GM Card Financial Network
Home Equity Credit Line,  Home Equity  Earnings  Program,  or any future program
between the  Designated  Seller and GM, whereby the borrower under any Revolving
Credit Loan receives any benefit or rebate or other  amounts in connection  with
the future  purchase of a new car or  otherwise.  The  Designated  Seller hereby
retains all such obligations.

                  Section 2.2.      Payment of Purchase Price.

                  (a) The  "Purchase  Price"  for  the  Revolving  Credit  Loans
(including the Additional Balances) shall be (1) an amount equal to $193,515,000
in immediately  available funds,  together with the Certificates,  in respect of
the Cut-off Date Loan  Balances  thereof and (2) in the case of each  Additional
Balance  transferred  hereunder  created  on or  after  the  Cut-off  Date,  the
principal  amount of the related  Draw under the Loan  Agreement on the later of
the Closing Date and the date of the creation of such Additional Balance.

                  (b) In consideration of the sale of the Revolving Credit Loans
from the  Designated  Seller to the Purchaser on the Closing Date, the Purchaser
shall pay to the  Designated  Seller on the  Closing  Date by wire  transfer  of
immediately  available  funds to a bank  account  designated  by the  Designated
Seller,  the amount  specified above in clause (a)(1) for each Revolving  Credit
Loan; provided, that such payment may be on a net funding basis if agreed by the
Designated  Seller and the Purchaser.  With respect to each  Additional  Balance
transferred  hereunder with respect to any Revolving  Credit Loan, the Issuer as
assignee of the Purchaser shall pay or cause to be paid to the Designated Seller
or its  designee  the portion of the Purchase  Price  specified  above in clause
(a)(2) for such Additional  Balance in one of the following ways, as applicable:
(i) for  any  Collection  Period  during  the  Revolving  Period,  so long as an
Amortization  Event has not  occurred,  (a) a cash  payment  pursuant to Section
3.03(ii) of the Servicing  Agreement and Section  2.2(a)(2)  hereof in an amount
equal to the related Draw, if then available from Principal  Collections  during
the related  Collection  Period on the Revolving  Credit  Loans,  and (b) to the
extent aggregate Draws exceed Principal  Collections for such Collection Period,
an increase in the aggregate  principal  amount of the Variable Funding Notes or
an issuance of new Variable Funding Notes, as of the Payment Date  corresponding
to the Collection Period in which such Additional  Balances were created,  equal
to the amount by which Additional  Balances exceeded  Principal  Collections for
such Collection  Period, and (ii) for any Collection Period after the end of the
Revolving Period, so long as an Amortization Event has not occurred, an increase
in the aggregate  principal  amount of Variable  Funding Notes or an issuance of
new Variable  Funding Notes as of each Payment Date in an aggregate amount equal
to the total of the related Draws for the corresponding Collection Period.


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                                                      -6-

   Section 2.3.      Variable Funding Notes on or after the Closing Date.

                  Subject to Section  4.01(d) of the Indenture,  if at any time,
the  Designated  Seller holds  Variable  Funding  Notes that have reached  their
Maximum  Individual  Variable  Funding Note Balance,  and to the extent that the
same are exchanged for Capped Funding Notes in accordance  with Section  4.01(d)
of the Indenture,  the Purchaser  agrees that,  upon written request made by the
Designated  Seller  at any time,  the  Purchaser  shall use its best  reasonable
efforts to cause such Capped Funding Notes held by the  Designated  Seller to be
registered  for  resale  by  the  Designated  Seller  pursuant  to an  effective
registration  statement  filed by the Purchaser in accordance  with, and meeting
all requirements of, the Securities Act of 1933, as amended. The Purchaser shall
use its best reasonable  efforts to cause such registration  statement to become
effective  with  respect to such  Capped  Funding  Notes as soon as  practicable
within a mutually agreed  reasonable  time period after the Designated  Seller's
request.  It is contemplated that such registration  statement will be the shelf
registration  statement  pursuant to which the Term Notes  issued on the Closing
Date are to be offered, or one substantially similar thereto. In connection with
such registration  statement and offering, the Designated Seller shall reimburse
the Purchaser for costs related thereto including  registration  fees,  printing
fees, rating fees, legal fees, accountant's fees, blue sky registration fees and
expenses  (if  any),   related   expenses  of  the  Credit  Enhancer  and  other
out-of-pocket costs, if any. In connection with such registration  statement and
related  prospectus,  the Designated  Seller shall provide the Purchaser with an
updated  Revolving  Credit Loan  Schedule and all other  information  reasonably
necessary to assure that the  statements in the  prospectus  with respect to the
Revolving Credit Loans and the Designated  Seller  (including in its capacity as
servicer of the Revolving Credit Loans) are complete and correct in all material
respects as of the date of sale of such Capped  Funding Notes by the  Designated
Seller.  The  registration  statement  shall not  include any  information  with
respect to the Credit  Enhancer,  except for information  approved by the Credit
Enhancer for use therein.

                  Section 2.4.      Draws After an Amortization Event.

                  In the event that an Amortization Event occurs, any Draws made
on the Revolving  Credit Loans  thereafter shall not be deemed to be "Additional
Balances" hereunder, and the ownership of the related balances shall be retained
by the Designated Seller.  Following an Amortization Event, on any Payment Date,
with respect to the related  Collection  Period,  all Interest  Collections  and
Principal  Collections in respect of each individual Revolving Credit Loan shall
be  allocated  on a pro rata  basis as between  the  Issuer  and the  Designated
Seller,  based on the relative  proportions of the Loan Balance and the Excluded
Amount,  respectively,  as of the end of the calendar month immediately prior to
such  Collection  Period.  Any losses  incurred  with respect to any  individual
Revolving  Credit Loan following an  Amortization  Event shall be allocated on a
pro rata basis between the Issuer and the Designated  Seller,  based on the Loan
Balance and the Excluded  Amount  thereof as of the date of  liquidation of such
Revolving  Credit Loan.  Notwithstanding  any other  provision  hereof or of the
Servicing  Agreement,  the  payments and  collections  allocable to the Excluded
Amount need not be deposited in the Custodial Account and shall not be deposited
in the Distribution Account or the Payment

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<PAGE>


                                                      -7-

Account,  and shall be  distributed  by the Master  Servicer  to the  Designated
Seller  not  less   frequently   than  monthly  in  accordance  with  reasonable
instructions provided by the Designated Seller.


                                   ARTICLE III

                         EXAMINATION OF MORTGAGE FILES;
                                  DUE DILIGENCE

                  Section 3.1.      Delivery of Files.

                  On such  dates  agreed  to by the  Designated  Seller  and the
Purchaser,  the  Designated  Seller shall (a) deliver to the Purchaser  magnetic
tapes  acceptable to the  Purchaser  which  contain such  information  about the
Mortgage Loans as may be reasonably requested by the Purchaser,  and (b) either,
as specified by the  Purchaser,  deliver to the Purchaser,  or its designee,  in
escrow,  or make available for examination  during normal  business  hours,  all
credit files,  underwriting  documentation  and Mortgage  Files  relating to the
Mortgage Loans. If the Purchaser identifies any Mortgage Loans which in its sole
discretion do not conform to the Designated Seller's  underwriting  standards or
the  representations and warranties in Section 4.1(b) hereof such Mortgage Loans
shall be deleted from the Mortgage Loan Schedule. The Purchaser may, at its sole
option and without  notice to the Designated  Seller,  accept all or part of the
Mortgage Loans without conducting any partial or complete examination.  The fact
that the  Purchaser  has  conducted  or has  failed to  conduct  any  partial or
complete examination of the credit files, underwriting documentation or Mortgage
Files  relating  to the  Mortgage  Loans shall not affect the  Purchaser's,  the
Indenture  Trustee's or any  Securityholder's  right to demand repurchase of the
Mortgage  Loans or other  relief  as  provided  under  this  Agreement  or to be
provided under the Servicing Agreement.

                  Section 3.2.      Due Diligence.

                  On or prior to the Closing  Date, in addition to the foregoing
examination of the Mortgage Files and related  documents,  the Designated Seller
agrees  to allow  the  Purchaser,  or its  designee,  or any  representative  of
Standard & Poor's Ratings Services or Moody's Investors Service, Inc. (together,
the  "Rating  Agencies")  to  examine  and audit all  books,  records  and files
pertaining  to  the  Mortgage  Loans,  the  Designated   Seller's   underwriting
procedures and the Designated  Seller's ability to perform or observe all of the
terms,  covenants and conditions of this Agreement and the Servicing  Agreement.
Such  examinations  and audits  shall  take place at one or more  offices of the
Designated  Seller during normal  business hours and shall not be conducted in a
manner that is disruptive to the Designated Seller's normal business operations,
and in the course of such  examinations and audits,  the Designated  Seller will
make  available  to  the  Purchaser,   or  its  designee,   reasonably  adequate
facilities,  as well as the assistance of a sufficient  number of  knowledgeable
and responsible individuals who are familiar with the

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                                                      -8-

Mortgage Loans and the terms of this  Agreement and the Designated  Seller shall
cooperate fully with any such review in all respects. On or prior to the Closing
Date, the Designated  Seller agrees to provide the Purchaser,  its affiliates or
its designee with all material  information  regarding the  Designated  Seller's
financial condition as is customarily provided to lenders, and to provide access
to knowledgeable  financial or accounting  officers for the purpose of answering
questions with respect to the Designated Seller's financial condition, financial
statements  as provided to the  Purchaser or other  developments  affecting  the
Designated Seller.

                  Section 3.3.      Information in Prospectus Supplement.

                  The  Purchaser  and the  Designated  Seller shall agree on the
information  relating to the Designated  Seller to be included in the Prospectus
Supplement,  including but not limited to financial  information and information
regarding  the status of the  Designated  Seller with respect to any  regulatory
body or entity,  and the  presentation  of such  information  in the  Prospectus
Supplement.  In connection  therewith each party shall promptly inform the other
party of any  information  it  reasonably  wishes to include or exclude from the
Prospectus  Supplement,  and upon being so informed, the parties shall use their
best efforts to mutually agree, as promptly as possible, on the presentation and
content  of  information  to be  included  in  the  Prospectus  Supplement.  The
Purchaser  shall keep  confidential  any  information  regarding the  Designated
Seller which has been delivered into the Purchaser's possession and which is not
otherwise publicly available; provided, however, that such information shall not
be kept  confidential  (and  the  right to  require  confidentiality  under  any
confidentiality  agreement  shall be waived) to the extent the parties  agree to
include such information in the Prospectus Supplement.


                                   ARTICLE IV

                         REPRESENTATIONS AND WARRANTIES;
                               REMEDIES FOR BREACH

     Section  4.1.  Designated  Seller   Representations  and  Warranties.   The
Designated  Seller  represents and warrants to the Purchaser,  as of the Closing
Date (or if otherwise specified below, as of the date so specified):

         (a)      As to the Designated Seller:

                         (i)  The  Designated   Seller  is  a  corporation  duly
         organized,  validly existing and in good standing under the laws of the
         Commonwealth  of  Pennsylvania  and has the corporate  power to own its
         assets and to transact the  business in which it is currently  engaged.
         The  Designated  Seller is duly  qualified  to do business as a foreign
         corporation  and is in good standing in each  jurisdiction in which the
         character  of the  business  transacted  by it or  properties  owned or
         leased by it requires such qualification

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                                                      -9-

         and in which the  failure to so qualify  would have a material  adverse
         effect on the business,  properties,  assets or condition (financial or
         other) of the Designated Seller;

                        (ii) The  Designated  Seller has the power and authority
         to make,  execute,  deliver  and  perform  its  obligations  under this
         Agreement  and  all  of  the  transactions   contemplated   under  this
         Agreement,  and has taken all necessary  corporate  action to authorize
         the execution, delivery and performance of this Agreement;

                       (iii) The Designated Seller is not required to obtain the
         consent  of any  other  Person or any  consent,  license,  approval  or
         authorization   from,  or   registration   or  declaration   with,  any
         governmental  authority,  bureau  or  agency  in  connection  with  the
         execution,  delivery,  performance,  validity or enforceability of this
         Agreement,   except   for  such   consents,   license,   approvals   or
         authorization,  or  registration  or  declaration,  as shall  have been
         obtained or filed, as the case may be;

                        (iv) The  execution  and delivery of this  Agreement and
         the  performance  of  the  transactions   contemplated  hereby  by  the
         Designated  Seller  will not  violate  any  material  provision  of any
         existing  law or  regulation  or  any  order  or  decree  of any  court
         applicable to the Designated Seller or any provision of the Articles of
         Incorporation  or Bylaws of the  Designated  Seller,  or  constitute  a
         material breach of any mortgage, indenture, contract or other agreement
         to which the  Designated  Seller is a party or by which the  Designated
         Seller may be bound; and

                         (v) No  litigation or  administrative  proceeding of or
         before any court,  tribunal or governmental body is currently  pending,
         or to the knowledge of the Designated  Seller  threatened,  against the
         Designated  Seller or any of its  properties  or with  respect  to this
         Agreement  or the  Certificates  which in the  commercially  reasonable
         opinion  of  the  Designated  Seller  has a  reasonable  likelihood  of
         resulting in a material adverse effect on the transactions contemplated
         by this Agreement.

                        (vi)  This  Agreement  constitutes  a legal,  valid  and
         binding  obligation of the Designated Seller,  enforceable  against the
         Designated   Seller   in   accordance   with  its   terms,   except  as
         enforceability  may be limited by  applicable  bankruptcy,  insolvency,
         reorganization,  moratorium  or other  similar laws now or hereafter in
         effect  affecting the  enforcement of creditors'  rights in general and
         except as such  enforceability  may be limited by general principles of
         equity (whether considered in a proceeding at law or in equity);

                       (vii) This  Agreement  constitutes  a valid  transfer and
         assignment  to the  Purchaser  of all right,  title and interest of the
         Designated Seller in and to the Cut-off Date Loan Balances with respect
         to the  Revolving  Credit  Loans,  all monies due or to become due with
         respect  thereto,  and all proceeds of such Cut-off Date Loan  Balances
         with respect to the  Revolving  Credit Loans and such funds as are from
         time to time

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                                                      -10-

         deposited in the Custodial Account  (excluding any investment  earnings
         thereon) as assets of the Trust and all other property specified in the
         definition of "Trust" as being part of the corpus of the Trust conveyed
         to the  Purchaser by the  Designated  Seller,  and upon payment for the
         Additional Balances, will constitute a valid transfer and assignment to
         the Purchaser of all right, title and interest of the Designated Seller
         in and to the Additional Balances, all monies due or to become due with
         respect thereto,  and all proceeds of such Additional  Balances and all
         other property  specified in the definition of "Trust"  relating to the
         Additional Balances; and

                      (viii)  The  Designated  Seller  is  not in  default  with
         respect to any order or decree of any court or any order, regulation or
         demand or any federal,  state,  municipal or governmental agency, which
         default might have  consequences  that would  materially  and adversely
         affect the  condition  (financial or other) or operations of the Master
         Servicer  or its  properties  or might  have  consequences  that  would
         materially adversely affect its performance hereunder;

         (b)      As to the Revolving Credit Loans:

                         (i) The information  set forth in the Revolving  Credit
         Loan  Schedule for such  Revolving  Credit Loans is true and correct in
         all  material  respects as of the date or dates  respecting  which such
         information is furnished;

                        (ii)  The  Cut-off  Date  Loan  Balances  have  not been
         assigned  or pledged,  the  Designated  Seller has good and  marketable
         title thereto and the Designated Seller is the sole owner and holder of
         such  Cut-off Date Loan  Balances  free and clear of any and all liens,
         claims,  encumbrances,   participation  interests,  equities,  pledges,
         charges  of  security  interests  of any  nature and has full right and
         authority,   under  all  governmental  and  regulatory   bodies  having
         jurisdiction  over the  ownership of the  applicable  Revolving  Credit
         Loans to sell and assign the same pursuant to this Agreement;

                       (iii) The related  Credit Line Agreement and the Mortgage
         have not been assigned or pledged,  the Designated  Seller has good and
         marketable  title thereto and the  Designated  Seller is the sole owner
         and holder of the  Revolving  Credit Loan free and clear of any and all
         liens,  claims,   encumbrances,   participation  interests,   equities,
         pledges, charges of security interests of any nature and has full right
         and authority,  under all  governmental  and  regulatory  bodies having
         jurisdiction  over the  ownership of the  applicable  Revolving  Credit
         Loans to sell and assign the same pursuant to this Agreement;

     (iv) To the best of the Designated  Seller's  knowledge,  there is no valid
offset,  defense or  counterclaim  of any obligor  under any Loan  Agreement  or
Mortgage;

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                                                      -11-

     (v)  To  the  best  of  the  Designated  Seller's  knowledge,  there  is no
delinquent  recording or other tax or fee or assessment lien against any related
Mortgaged Property;

     (vi)  To the  best  of  the  Designated  Seller's  knowledge,  there  is no
proceeding  pending or threatened for the total or partial  condemnation  of the
related Mortgaged Property;

                       (vii) To the best of the Designated  Seller's  knowledge,
         there are no  mechanics'  or  similar  liens or claims  which have been
         filed for work,  labor or  material  affecting  the  related  Mortgaged
         Property  which are, or may be liens prior or equal to, or  subordinate
         with,  the lien of the related  Mortgage,  except liens which are fully
         insured  against by the title  insurance  policy  referred to in clause
         (xi);

     (viii) As of the Cut-off Date, no Revolving Credit Loan was 30 days or more
delinquent;

     (ix) For each  Revolving  Credit Loan,  the related  Mortgage File contains
each of the documents and instruments specified to be included therein;

                         (x) To the best of the Designated  Seller's  knowledge,
         the related Credit Line Agreement and the related  Mortgage at the time
         it was made complied in all material  respects with  applicable  local,
         state and federal laws;

                        (xi) A policy of title  insurance  was  obtained  by the
         Designated Seller for credit line amounts in excess of $100,000 for the
         entire  line  amount  and a title  search or other  assurance  of title
         customary in the  relevant  jurisdiction  was obtained  with respect to
         each  Revolving  Credit Loan as to which no title  insurance  policy or
         binder was issued;

     (xii) None of the Mortgaged  Properties is a mobile home or a  manufactured
housing unit that is not permanently attached to its foundation;

                      (xiii) As of the  Cut-off  Date no more than  20.4% of the
         Revolving Credit Loans, by aggregate principal balance,  are secured by
         Mortgaged  Properties located in Michigan and no more than 4.37% of the
         Revolving Credit Loans, by aggregate principal balance,  are secured by
         Mortgaged Properties located in planned unit developments;

     (xiv) As of the  Cut-off  Date the  Combined  Loan-to-Value  Ratio for each
Revolving Credit Loan was not in excess of 100%;

                        (xv)        [Reserved];


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                                                      -12-

     (xvi) The Designated  Seller has not transferred the Revolving Credit Loans
to the  Purchaser  with  any  intent  to  hinder,  delay or  defraud  any of its
creditors;

                      (xvii) The minimum  monthly  payment  with  respect to any
         Revolving  Credit  Loan is not less than the  interest  accrued  at the
         applicable  Loan Rate on the  average  daily  Loan  Balance  during the
         interest  period  relating  to the date on which such  minimum  monthly
         payment is due;

                     (xviii)  Within a loan  type,  and  except as  required  by
         applicable law, each Loan Agreement and each Mortgage is  substantially
         similar  one  to the  other  and is an  enforceable  obligation  of the
         related Mortgagor;

     (xix) To the best knowledge of the Designated Seller, the physical property
subject to each Mortgage is free of material damage and is in good repair;

                        (xx) The Designated  Seller has not received a notice of
         default of any senior  mortgage  loan  related to a Mortgaged  Property
         which has not been cured by a party other than the Master Servicer;

                       (xxi) Except with  Revolving  Credit Loans  originated in
         the State of  Washington,  each of the  Credit  Line  Agreements  has a
         substantially  similar  definition of Prime as the Index  applicable to
         the  related  Loan Rate;  each  Revolving  Credit  Loan  originated  in
         Washington has a substantially similar definition of Six-Month Treasury
         Rate as the Index applicable to the related Loan Rate;

  (xxii)        None of the Revolving Credit Loans are reverse mortgage loans;

                     (xxiii) (A) No Revolving  Credit Loan has an original  term
         to maturity in excess of 180 months.  With respect to approximately 95%
         of the Revolving Credit Loans,  interest rate adjustments  prior to the
         Cut-off  Date were made in  compliance  with the related  Mortgage  and
         Credit Line Agreement.  Over the term of any Revolving Credit Loan, the
         Loan Rate may not exceed the related Maximum Loan Rate, if any. (B) The
         Revolving  Credit  Loans have  Maximum  Loan Rates which range  between
         14.50% and 19.50%.  The Current Gross Margins for the Revolving  Credit
         Loans range between -1.00% and 4.00%,  and the weighted average Current
         Gross Margin for the Revolving Credit Loans is  approximately  1.08% as
         of the  Cut-off  Date.  As of the  Cutoff  Date,  the Loan Rates on the
         Revolving  Credit Loans range between 7.22% and 12.50% and the weighted
         average Loan Rate is approximately 9.57% The weighted average remaining
         term  to  scheduled  maturity  of  the  Revolving  Credit  Loans  on  a
         contractual basis as of the Cut-off Date is approximately 111 months;

                      (xxiv) (A) Each  Mortgaged  Property  with  respect to the
         Revolving  Credit Loans  consists of a single  parcel of real  property
         with a single family or two- to four-

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                                                      -13-

         family residence  erected thereon,  or an individual  condominium unit,
         planned unit development unit. (B) With respect to the Revolving Credit
         Loans for which such information was available (i) approximately  7.24%
         (by Cut-off  Date  Balance)  are secured by real  property  improved by
         individual  condominium  units  and  planned  development  units,  (ii)
         approximately  91.69% (by  Cut-off  Date  Balance)  are secured by real
         property  with a single family  residence  erected  thereon,  and (iii)
         approximately  0.88% (by  Cut-off  Date  Balance)  are  secured by real
         property with a two- to four-family residence erected thereon and, (iv)
         approximately   0.19%  are  secured  by  real   property   improved  by
         manufactured housing;

                       (xxv) As of the Cut-off  Date,  the Credit  Limits on the
         Revolving Credit Loans range between  approximately $6,600 and $550,000
         with an average of $36,296. As of the Cut-off Date, no Revolving Credit
         Loan had a  principal  balance in excess of $401,443  and the  weighted
         average Credit  Utilization  Rate, based on the Cut-off Date Balance of
         the Revolving Credit Loans is equal to approximately 84.0%;

     (xxvi) No more than  approximately  86.2% of the Revolving Credit Loans, by
aggregate principal balance as of the Cut-off Date are second liens;

     (xxvii) A policy of hazard  insurance and flood  insurance,  if applicable,
has been  required  from the  Borrower  for his  Revolving  Credit Loan when the
Revolving Credit Loan was originated;

                    (xxviii) There is no material default,  breach, violation or
         event of  acceleration  existing  under  the terms of any  Credit  Line
         Agreement  or  Mortgage  and,  to the best of the  Designated  Seller's
         knowledge,  no event which,  with notice and expiration of any grace or
         cure period, would constitute a material default,  breach, violation or
         event of  acceleration  under the terms of any Credit Line Agreement or
         Mortgage, and no such material default,  breach,  violation or event of
         acceleration  has been  waived by the  Designated  Seller  involved  in
         originating or servicing a Revolving Credit Loan;

                      (xxix)  No  instrument  of  release  or  waiver  has  been
         executed  in  connection  with  the  Revolving  Credit  Loans,  and  no
         Mortgagor has been released,  in whole or in part from its  obligations
         in connection with a Revolving Credit Loan;

                       (xxx) With respect to each Revolving  Credit Loan that is
         a second lien,  either (i) no consent for the Revolving Credit Loan was
         required by the holder or holders of the related prior lien,  (ii) such
         consent has been  obtained and is  contained  in the  mortgage  file or
         (iii) no consent for the Revolving Credit Loan was required by relevant
         law; and

     (xxxi) To the extent  permitted by applicable law, the Mortgage  contains a
customary  provision for the acceleration of the payment of the unpaid principal
balance
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                                                      -14-

         of the  Revolving  Credit  Loan  in the  event  the  related  Mortgaged
         Property is sold without the prior consent of the mortgagee thereunder.

                  Upon  discovery by the  Designated  Seller or upon notice from
the Purchaser, the Credit Enhancer, the Issuer, the Owner Trustee, the Indenture
Trustee or any Custodian,  as applicable,  of a breach of any  representation or
warranty  in  clause  (a) above  which  materially  and  adversely  affects  the
interests of the Securityholders or the Credit Enhancer,  as applicable,  in any
Revolving  Credit  Loan,  the  Designated  Seller  shall,  within 90 days of its
discovery or its receipt of notice of such  breach,  either (i) cure such breach
in all material  respects or (ii) to the extent that such breach is with respect
to a Revolving  Credit Loan or a Related  Document,  either (A) repurchase  such
Revolving Credit Loan from the Issuer at the Repurchase Price, or (B) substitute
one or more Eligible  Substitute  Loans for such Revolving  Credit Loan, in each
case in the  manner and  subject to the  conditions  and  limitations  set forth
below.

                  Upon  discovery by the  Designated  Seller or upon notice from
the Purchaser, the Credit Enhancer, the Issuer, the Owner Trustee, the Indenture
Trustee or any Custodian,  as applicable,  of a breach of any  representation or
warranty in this clause (b) above with respect to any Revolving  Credit Loan, or
upon the  occurrence  of a Repurchase  Event,  which  materially  and  adversely
affects  the  interests  of any  Securityholders  or  the  Credit  Enhancer,  as
applicable,  or of the Purchaser in such Revolving  Credit Loan (notice of which
shall be given to the Purchaser by the  Designated  Seller,  if it discovers the
same), notwithstanding the Designated Seller's lack of knowledge with respect to
the substance of such representation and warranty,  the Designated Seller shall,
within 90 days after the earlier of its discovery or receipt of notice  thereof,
either cure such breach or Repurchase  Event in all material  respects or either
(i)  repurchase  such  Revolving  Credit Loan from the Issuer at the  Repurchase
Price,  or (ii)  substitute  one or more  Eligible  Substitute  Loans  for  such
Revolving  Credit Loan, in each case in the manner and subject to the conditions
set forth  below.  The  Repurchase  Price  for any such  Revolving  Credit  Loan
repurchased  by the  Designated  Seller  shall  be  deposited  or  caused  to be
deposited  by the Master  Servicer in the  Custodial  Account  maintained  by it
pursuant to Section 3.02 of the Servicing Agreement.

                  In the event that the  Designated  Seller elects to substitute
an Eligible Substitute Loan or Loans for a Deleted Loan pursuant to this Section
4.1,  the  Designated  Seller  shall  deliver to the  Custodian on behalf of the
Issuer,  with respect to such Eligible  Substitute  Loan or Loans,  the original
Credit Line Agreement and all other  documents and agreements as are required by
Section 2.1(c),  with the Credit Line Agreement  endorsed as required by Section
2.1(c).   No  substitution  will  be  made  in  any  calendar  month  after  the
Determination Date for such month. Monthly Payments due with respect to Eligible
Substitute  Loans in the  month of  substitution  shall not be part of the Owner
Trust and will be retained  by the Master  Servicer  and  remitted by the Master
Servicer to the Designated Seller on the next succeeding Payment Date,  provided
that a payment at least equal to the applicable Minimum Monthly Payment has been
received by the Owner Trust,  for such month in respect of the Deleted Loan. For
the month of substitution, distributions to the Distribution Account pursuant to
the Servicing Agreement

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                                                      -15-

will  include  the  Monthly  Payment  due on a Deleted  Loan for such  month and
thereafter  the  Designated  Seller  shall be  entitled  to retain  all  amounts
received in respect of such Deleted  Loan.  The Master  Servicer  shall amend or
cause to be amended the Revolving Credit Loan Schedule to reflect the removal of
such Deleted Loan and the substitution of the Eligible  Substitute Loan or Loans
and the Master Servicer shall deliver the amended Revolving Credit Loan Schedule
to the Owner Trustee.  Upon such substitution,  the Eligible  Substitute Loan or
Loans  shall  be  subject  to the  terms  of this  Agreement  and the  Servicing
Agreement in all respects,  the  Designated  Seller shall be deemed to have made
the  representations and warranties with respect to the Eligible Substitute Loan
contained herein set forth in Section 4.1(b) (other than clauses (viii), (xiii),
(xiv)  (xxiii)(B),  (xxiv)(B),  (xxv),  and  (xxvi)  thereof)  as of the date of
substitution,  and the  Designated  Seller shall be obligated to  repurchase  or
substitute for any Eligible  Substitute Loan as to which a Repurchase  Event has
occurred as provided herein.  In connection with the substitution of one or more
Eligible  Substitute  Loans for one or more Deleted Loans,  the Master  Servicer
will determine the amount (such amount, a "Substitution  Adjustment Amount"), if
any, by which the aggregate  principal  balance of all such Eligible  Substitute
Loans as of the  date of  substitution  is less  than  the  aggregate  principal
balance of all such Deleted Loans (after application of the principal portion of
the Monthly Payments due in the month of substitution that are to be distributed
to the Payment  Account in the month of  substitution).  The  Designated  Seller
shall deposit the amount of such shortfall into the Custodial Account on the day
of substitution, without any reimbursement therefor.

                  Upon receipt by the Indenture  Trustee on behalf of the Issuer
and the Custodian of written notification, signed by a Servicing Officer, of the
deposit  of  such  Repurchase  Price  or of  such  substitution  of an  Eligible
Substitute Loan (together with the complete  related  Mortgage File) and deposit
of  any  applicable  Substitution  Adjustment  Amount  as  provided  above,  the
Custodian,  on behalf of the Indenture  Trustee shall release to the  Designated
Seller the related Mortgage File for the Revolving Credit Loan being repurchased
or  substituted  for and the  Indenture  Trustee on behalf of the  Issuer  shall
execute and deliver such  instruments of transfer or assignment  prepared by the
Master Servicer, in each case without recourse, as shall be necessary to vest in
the  Designated  Seller or its  designee  such  Revolving  Credit Loan  released
pursuant hereto and thereafter such Revolving  Credit Loan shall not be an asset
of the Issuer.

                  It is  understood  and  agreed  that  the  obligation  of  the
Designated  Seller to cure any breach,  or to repurchase or substitute  for, any
Revolving  Credit Loan as to which such a breach has occurred and is  continuing
shall,  except  to  the  extent  provided  in  Section  6.1 of  this  Agreement,
constitute the sole remedy  respecting  such breach  available to the Purchaser,
the  Issuer,  the  Certificateholders  (or the  Owner  Trustee  on behalf of the
Certificateholders)  and the Noteholders (or the Indenture  Trustee on behalf of
the Noteholders) against the Designated Seller.

                  It is  understood  and  agreed  that the  representations  and
warranties  set  forth  in  this  Section  4.1  shall  survive  delivery  of the
respective Mortgage Files to the Issuer, or its Custodians.

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                                                      -16-



                                    ARTICLE V

                          DESIGNATED SELLER'S COVENANTS

                  Section  5.1.   Covenants  of  the  Designated   Seller.   The
Designated Seller hereby covenants that, except for the transfer hereunder,  the
Designated Seller will not sell, pledge, assign or transfer to any other Person,
or grant,  create, incur or assume any Lien on any Revolving Credit Loan, or any
interest  therein,  except with respect to any Excluded  Amount;  the Designated
Seller will notify the Issuer, as assignee of the Purchaser, of the existence of
any Lien (other than as provided above) on any Revolving Credit Loan immediately
upon discovery  thereof;  and the Designated Seller will defend the right, title
and interest of the Issuer,  as assignee of the Purchaser,  in, to and under the
Revolving  Credit Loans against all claims of third parties  claiming through or
under the Designated Seller; provided, however, that nothing in this Section 5.1
shall be deemed to apply to any Liens for  municipal  or other  local  taxes and
other  governmental  charges if such taxes or governmental  charges shall not at
the time be due and  payable or if the  Designated  Seller  shall  currently  be
contesting the validity thereof in good faith by appropriate proceedings.


                                   ARTICLE VI

                                     CLOSING

     Section 6.1.  Closing.  The closing of the sale of the Mortgage Loans shall
be held at the office of Thacher  Proffitt & Wood at 10:00 A.M.,  New York time,
on the Closing Date.

        The closing shall be subject to each of the following conditions:

     (a) All of the  representations  and  warranties of the  Designated  Seller
herein shall be true and correct as of the Closing Date;

                           (b) All Closing Documents specified in Section 6.2 of
                  this  Agreement,   in  such  forms  as  are  agreed  upon  and
                  acceptable  to the  Purchaser,  shall  be  duly  executed  and
                  delivered  by all  signatories  as  required  pursuant  to the
                  respective terms thereof;

     (c)  The  Designated  Seller  shall  have  delivered  and  released  to the
Purchaser  or its  designee,  all  documents  required  to be  delivered  to the
Purchaser pursuant to Section 2 of this Agreement;

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<PAGE>


                                                      -17-

                           (d) The result of the examination and audit performed
                  by the  Purchaser  pursuant  to  Section  3  hereof  shall  be
                  satisfactory to the Purchaser in its reasonable  determination
                  and the  parties  shall have agreed to the  information  to be
                  disclosed in the Prospectus  Supplement  pursuant to the final
                  paragraph of Section 3 hereof;

                           (e) All other terms and  conditions of this Agreement
                  required  to be complied  with on or before the  Closing  Date
                  shall have been complied with and the Designated  Seller shall
                  have the ability to comply with all terms and  conditions  and
                  perform  all duties and  obligations  required  to be complied
                  with or performed after the Closing Date;

     (f) The  Closing  Date may be  postponed  or  cancelled  in the  reasonable
discretion  of  the  Purchaser  in the  event  of any  material  failure  by the
Designated Seller to meet its obligations on a timely basis;

     (g) All of the terms and conditions of the Underwriting  Agreement required
to be complied with on or before the Closing Date shall have been complied with;
and

     (h) The Designated  Seller shall have paid all fees and expenses payable by
it to the Purchaser.

                  Both parties  agree to use their best efforts to perform their
respective  obligations hereunder in a manner which will enable the Purchaser to
purchase  the  Mortgage  Loans on the  Closing  Date.  In the  event  any of the
foregoing  conditions is not satisfied and the failure to satisfy such condition
is  attributable  to the  Designated  Seller  and is not a direct  result of the
Purchaser's  failure to perform its duties  hereunder,  (i) the Purchaser  shall
have no obligation to consummate this  transaction or continue to participate in
this  transaction  in any  manner  and  (ii)  the  Designated  Seller  shall  be
responsible for all net costs and out of pocket expenses for which the Purchaser
may be liable pursuant to this Agreement.

     Section 6.2. Closing Documents.  The Closing Documents shall consist of the
following:

                           (a)      the Mortgage Loan Files;

     (b) This  Agreement  duly  executed  by the  Purchaser  and the  Designated
Seller;

     (c) Copies of all Basic Documents duly executed by the signatories thereto,
including all exhibits thereto;

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<PAGE>


                                                      -18-

     (d) The  Underwriting  Agreement  duly  executed by the  Purchaser  and the
Underwriters,   and  all  exhibits  thereto  duly  executed  by  all  applicable
signatories;

                           (e) An Officer's Certificate of the Designated Seller
                  in the form of  Exhibit 2 annexed  hereto,  dated the  Closing
                  Date,  and  attached  thereto  resolutions  of  the  board  of
                  directors of the Designated  Seller,  in a form  substantially
                  similar to Exhibit 3 annexed  hereto,  together with copies of
                  the documents governing the Designated  Seller's  organization
                  and certificate of good standing of the Designated Seller;

                           (f) A true and complete copy, certified as such by an
                  officer of the Designated Seller, of each certificate or other
                  evidence of merger or change of name, signed or stamped by the
                  applicable regulatory authority,  if any of the Mortgage Loans
                  were acquired by the  Designated  Seller by merger or acquired
                  or  originated  by  the  Designated  Seller  while  conducting
                  business under a name other than its present name;

     (g) A cross-receipt  dated the Closing Date duly executed by the Designated
Seller and the Underwriters;

                           (h) A written  opinion  of  General  Counsel  for the
                  Designated  Seller,  substantially  in the form of  Exhibit  4
                  annexed hereto, with any modifications  required by the Rating
                  Agencies and the Credit  Enhancer,  dated the Closing Date and
                  such other written  opinions as may be reasonably  required by
                  the Rating Agencies and the Credit Enhancer; and

     (i) Such other  documents,  certificates  and opinions as may be reasonably
required  by the  Purchaser,  Purchaser's  counsel,  the Rating  Agencies or the
Credit Enhancer.

                                   ARTICLE VII

                                    SERVICING

                  Section 7.1. Servicing. The Designated Seller will service the
Revolving  Credit Loans  pursuant to the terms and  conditions  of the Servicing
Agreement and will service the Revolving Credit Loans directly or through one or
more sub-servicers in accordance therewith.



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<PAGE>


                                                      -19-

                                  ARTICLE VIII

                    INDEMNIFICATION BY THE DESIGNATED SELLER
                   WITH RESPECT TO THE REVOLVING CREDIT LOANS

                  Section 8.1.  Indemnification  With  Respect to the  Revolving
Credit  Loans.  The  Designated  Seller shall  indemnify  and hold  harmless the
Purchaser from and against any loss,  liability or expense directly arising from
the breach by the  Designated  Seller of its  representations  and warranties in
Section  4.1 of this  Agreement  which  materially  and  adversely  affects  the
Purchaser's  interest  in any  Revolving  Credit Loan or from the failure by the
Designated  Seller to  perform  its  obligations  under  this  Agreement  in any
material  respect,  provided that the Designated Seller shall have no obligation
to indemnify  the  Purchaser  in respect of any loss,  liability or expense that
arises  as a  result  of the  Purchaser's  willful  malfeasance,  bad  faith  or
negligence  or as a result of the  breach by the  Purchaser  of its  obligations
hereunder.

                  Section 8.2. Limitation on Liability of the Designated Seller.
None of the directors,  officers,  employees or agents of the Designated  Seller
shall be under any liability to the  Purchaser,  it being  expressly  understood
that all such liability is expressly  waived and released as a condition of, and
as  consideration  for, the  execution of this  Agreement.  Except as and to the
extent  expressly  provided in the Servicing  Agreement,  the Designated  Seller
shall not be under any liability to the Issuer,  the Trust,  the Owner  Trustee,
the Indenture  Trustee or the  Securityholders.  The  Designated  Seller and any
director,  officer,  employee or agent of the Designated Seller may rely in good
faith on any document of any kind prima facie properly executed and submitted by
any Person respecting any matters arising hereunder.


                                   ARTICLE IX

                                 INDEMNIFICATION

                  Section 9.1. Indemnification. (a) The Designated Seller agrees
to indemnify and hold harmless the  Purchaser  and its  respective  officers and
directors, and each person, if any who controls the Purchaser within the meaning
of either  Section 15 of the  Securities Act of 1933 (the "1933 Act") or Section
20 of the Securities  Exchange Act of 1934 (the "1934 Act") from and against any
and all losses,  claims,  damages and liabilities caused by any untrue statement
or alleged  untrue  statement of a material  fact  contained in any  information
furnished  by  Designated  Seller  for  the  Prospectus  Supplement,   it  being
acknowledged  that the only information  furnished by the Designated  Seller for
the Prospectus Supplement and to which this indemnity applies is the information
set  forth  under  the  following   captions  in  the   Prospectus   Supplement:
"Description   of  the  Mortgage   Pool",   "Servicing   of   Revolving   Credit
Loans--Delinquency  and Loss  Experience  of the Master  Servicer's  Portfolio",
"Description  of  the  Servicing  Agreement--The  Master  Servicer"  and  in the
subsections entitled "Master

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<PAGE>


                                                      -20-

Servicer"  and "The  Mortgage  Pool" under the  caption  entitled  "Summary"  or
elsewhere in the Prospectus  Supplement  with respect to the subjects  discussed
under  such  captions  if the  information  is  furnished  and  approved  by the
Designated  Seller,  or  caused  by any  omission  or  alleged  omission  by the
Designated  Seller to state a material  fact  required  to be stated  therein or
necessary to make the statements  therein,  in light of the circumstances  under
which they are made, not misleading.

                  (b)  In  case  any  proceeding   (including  any  governmental
investigation)  shall be  instituted  involving  any  person in respect of which
indemnity  may be sought  pursuant  to Section  9.1(a)  above,  such person (the
"indemnified  party")  shall  promptly  notify  the  person  against  whom  such
indemnity  may  be  sought  (the  "indemnifying   party")  in  writing  and  the
indemnifying  party, upon request of the indemnified party, shall retain counsel
reasonably  satisfactory to the  indemnified  party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and  disbursements of such counsel related to such
proceeding.  In any such proceeding,  any indemnified party shall have the right
to retain its own counsel,  but the reasonable fees and expenses of such counsel
shall be at the expense of such  indemnified  party unless (i) the  indemnifying
party and the  indemnified  party shall have mutually agreed to the retention of
such counsel or (ii) the named  parties to any such  proceeding  (including  any
impleaded parties) include both the indemnifying party and the indemnified party
and  representation  of both parties by the same counsel would be  inappropriate
due to actual or potential  differing  interests  between them. It is understood
that the  indemnifying  party shall not, in  connection  with any  proceeding or
related proceedings in the same jurisdiction,  be liable for the reasonable fees
and expenses of more than one separate  firm for all such  indemnified  parties.
The  indemnifying  party may, at its option,  at any time upon written notice to
the  indemnified  party,  assume the defense of any proceeding and may designate
counsel  satisfactory to the indemnified party in connection  therewith provided
that the counsel so  designated  would have no actual or  potential  conflict of
interest in  connection  with such  representation.  Unless it shall  assume the
defense of any proceeding,  the  indemnifying  party shall not be liable for any
settlement  of any  proceeding  effected  without  its written  consent,  but if
settled with such consent or if there be a final judgment for the plaintiff, the
indemnifying  party agrees to indemnify the  indemnified  party from and against
any  loss  or  liability  by  reason  of such  settlement  or  judgment.  If the
indemnifying  party assumes the defense of any proceeding,  it shall be entitled
to settle such proceeding with the consent of the indemnified  party or, if such
settlement  provides for release of the indemnified party in connection with all
matters  relating  to the  proceeding  which  have  been  asserted  against  the
indemnified  party in such  proceeding by the other parties to such  settlement,
without the consent of the indemnified party.

                  (c) If the indemnification provided for in this Section 9.1 is
unavailable  to an  indemnified  party  under  Section  9.1(a)  hereof  then the
indemnifying  party,  in lieu of  indemnifying  such  indemnified  party,  shall
contribute to the amount paid or payable by such  indemnified  party as a result
of such  losses,  claims,  damages  or  liabilities,  in such  proportion  as is
appropriate to reflect the relative fault of the  indemnified  and  indemnifying
parties in

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<PAGE>


                                                      -21-

connection  with the  statements  or  omissions  which  resulted in such losses,
claims,  damages  or  liabilities,  as  well  as any  other  relevant  equitable
considerations.  The relative fault of the indemnified and indemnifying  parties
shall be determined  by reference to, among other things,  whether the untrue or
alleged untrue  statement of a material fact or the omission or alleged omission
to state a material fact relates to information supplied by such parties and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent such statement or omission.

                  (d) The  Purchaser  and the  Designated  Seller  agree that it
would not be just and equitable if contribution  pursuant to Section 9.1(c) were
determined by pro rata  allocation  or by any other method of  allocation  which
does not take account of the considerations referred to in Section 9.1(c) above.
The amount  paid or payable by an  indemnified  party as a result of the losses,
claims,  damages and liabilities referred to in this Section 9.1 shall be deemed
to  include,  subject to the  limitations  set forth  above,  any legal or other
expenses  reasonably  incurred  by such  indemnified  party in  connection  with
investigating  or  defending  any  such  action  or  claim,   except  where  the
indemnified  party is required to bear such  expenses  pursuant to this  Section
9.1, which expenses the  indemnifying  party shall pay as and when incurred,  at
the request of the indemnified  party, to the extent that the indemnifying party
will be  ultimately  obligated  to pay  such  expenses.  In the  event  that any
expenses so paid by the indemnifying party are subsequently determined to not be
required  to be borne by the  indemnifying  party  hereunder,  the  party  which
received  such  payment  shall  promptly  refund the amount so paid to the party
which  made such  payment.  No person  guilty  of  fraudulent  misrepresentation
(within  the  meaning of Section  11(f) of the 1933 Act)  shall be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.

                  (e) The indemnity  and  contribution  agreements  contained in
this Section 9.1 shall remain operative and in full force and effect  regardless
of (i) any termination of this  Agreement,  (ii) any  investigation  made by the
Purchaser  or any person  controlling  the  Purchaser  or by or on behalf of the
Designated  Seller and their  respective  directors  or  officers  or any person
controlling the Designated  Seller,  and (iii) acceptance of and payment for any
of the Certificates.

                                    ARTICLE X

                                   TERMINATION

     Section 10.1. Termination.  The respective obligations and responsibilities
of the  Designated  Seller and the  Purchaser  created  hereby shall  terminate,
except for the Designated  Seller's  indemnity  obligations as provided  herein,
upon the  termination  of the  Owner  Trust  pursuant  to the terms of the Trust
Agreement.

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<PAGE>


                                                      -22-

                                   ARTICLE XI

                            MISCELLANEOUS PROVISIONS

                  Section 11.1.  Amendment.  This  Agreement may be amended from
time to time by the  Designated  Seller and the  Purchaser by written  agreement
signed by the  Designated  Seller  and the  Purchaser,  with the  consent of the
Credit Enhancer (which consent shall not be unreasonably withheld).

                  Section 11.2.     GOVERNING LAW. THIS AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

                  Section 11.3.  Costs. The Designated Seller shall pay directly
all of its own expenses, including out-of-pocket expenses and its attorney fees,
and its rating  agency fees.  In addition,  in the event that this  Agreement is
terminated,  the Designated  Seller will pay to the Purchaser an amount equal to
the Purchaser's out-of-pocket expenses,  including but not limited to attorney's
fees and costs  related to any  examination  by the Purchaser or its designee of
the Mortgage Files of the Designated Seller.

                  Section 11.4. Notices. All demands, notices and communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
personally delivered at or mailed by registered mail, postage prepaid, addressed
as follows:

                  (i)      if to the Designated Seller:

                     GMAC Mortgage Corporation
                     100 Witmer Road
                     Horsham, Pennsylvania  10944
                      David M. Applegate, Chief Financial Officer
                     Attention:       Home Equity Loan Trust 1997-GMACM4

or, such other address as may hereafter be furnished to the Purchaser in writing
by the Designated Seller.

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<PAGE>


                                                      -23-

                  (ii)     if to the Purchaser:

                Residential Funding Mortgage Securities II, Inc.
                8400 Normandale Lake Boulevard
                Suite 700
                Minneapolis, Minnesota 55437
                Attention:       Home Equity Loan Trust 1997-GMACM4

or such other address as may hereafter be furnished to the Designated  Seller in
writing by the Purchaser.

                  Section 11.5.  Severability of Provisions.  If any one or more
of the covenants,  agreements,  provisions or terms of this  Agreement  shall be
held  invalid  for any  reason  whatsoever,  then  such  covenants,  agreements,
provisions  or terms shall be deemed  severable  from the  remaining  covenants,
agreements, provisions or terms of this Agreement and shall in no way affect the
validity of enforceability of the other provisions of this Agreement.

                  Section  11.6.   Relationship   of  Parties.   Nothing  herein
contained  shall be deemed or construed to create a partnership or joint venture
between the parties hereto,  and the services of the Designated  Seller shall be
rendered as an independent contractor and not as agent for the Purchaser.

                  Section 11.7. Counterparts.  This Agreement may be executed in
one or  more  counterparts  and by the  different  parties  hereto  on  separate
counterparts, each of which, when so executed, shall be deemed to be an original
and such counterparts, together, shall constitute one and the same agreement.

     Section 11.8. Further  Agreements.  The Purchaser and the Designated Seller
each  agree to execute  and  deliver  to the other  such  additional  documents,
instruments  or agreements as may be necessary or  appropriate to effectuate the
purposes of this Agreement.

                  Section 11.9. Intention of the Parties. It is the intention of
the parties  that the  Purchaser is  purchasing,  and the  Designated  Seller is
selling,  the Revolving Credit Loans, rather than a loan by the Purchaser to the
Designated  Seller  secured by the  Revolving  Credit  Loans.  Accordingly,  the
parties  hereto each  intend to treat the  transaction  for  Federal  income tax
purposes as a sale by the Designated Seller, and a purchase by the Purchaser, of
the  Revolving  Credit Loans.  The  Purchaser  will have the right to review the
Revolving   Credit   Loans  and  the  Related   Documents   to   determine   the
characteristics  of the  Revolving  Credit  Loans  which will affect the Federal
income tax  consequences of owning the Revolving Credit Loans and the Designated
Seller will cooperate with all reasonable  requests made by the Purchaser in the
course of such review.


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<PAGE>


                                                      -24-

                  Section  11.10.  Successors  and Assigns;  Assignment  of This
Agreement.  This  Agreement  shall  bind  and  inure  to the  benefit  of and be
enforceable by the Designated Seller,  Purchaser and their respective successors
and assigns.  The  obligations  of the  Designated  Seller under this  Agreement
cannot be assigned  or  delegated  to a third  party  without the consent of the
Credit  Enhancer and the  Purchaser,  which consent shall be at the  Purchaser's
sole discretion,  except that the Purchaser and the Credit Enhancer  acknowledge
and agree that the Designated Seller may assign its obligations hereunder to any
Affiliate of the Designated  Seller, to any Person succeeding to the business of
the Designated  Seller, to any Person into which the Designated Seller is merged
and to any Person  resulting  from any merger,  conversion or  consolidation  to
which the Designated Seller is a party. The parties hereto  acknowledge that the
Purchaser  is  acquiring  the   Revolving   Credit  Loans  for  the  purpose  of
contributing  them to the Home  Equity Loan Trust  1997-GMACM4.  Pursuant to the
terms of the Trust  Agreement,  the Issuer will issue and  transfer to or at the
direction of the Purchaser,  the  Certificates  and pursuant to the terms of the
Indenture,  the Issuer  will issue and  transfer to or at the  direction  of the
Purchaser,  the Notes secured by the Revolving Credit Loans. As an inducement to
the Purchaser to purchase the  Revolving  Credit Loans,  the  Designated  Seller
acknowledges  and consents to (i) the  assignment by the Purchaser to the Issuer
of all of the Purchaser's  rights against the Designated Seller pursuant to this
Agreement insofar as such rights relate to Revolving Credit Loans transferred to
the Issuer and to the enforcement or exercise of any right or remedy against the
Designated Seller pursuant to this Agreement by the Issuer, (ii) the enforcement
or exercise of any right or remedy  against the  Designated  Seller  pursuant to
this  Agreement by or on behalf of the Issuer and (iii) the  Issuer's  pledge of
its interest in this Agreement to the Indenture  Trustee and the  enforcement by
the Indenture  Trustee of any such right or remedy against the Designated Seller
following an Event of Default under the Indenture.  Such  enforcement of a right
or remedy by the Issuer or the Indenture Trustee, as applicable,  shall have the
same force and effect as if the right or remedy had been  enforced or  exercised
by the Purchaser directly.

     Section 11.11.  Survival. The representations and warranties made herein by
the  Designated  Seller and the  provisions of Article VIII hereof shall survive
the purchase of the Revolving Credit Loans hereunder.
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<PAGE>


                                                      -25-


                  IN WITNESS  WHEREOF,  the Designated  Seller and the Purchaser
have caused their names to be signed to this  Designated  Seller's  Agreement by
their respective officers thereunto duly authorized as of the day and year first
above written.


                               RESIDENTIAL FUNDING MORTGAGE
                               SECURITIES II, INC.
                                        as Purchaser


                               By:
                               Name: Diane Wold
                               Title:   Vice President



                               GMAC MORTGAGE CORPORATION
                                        as Designated Seller


                               By:
                              
                                     Title:

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<PAGE>




                                    EXHIBIT 1

                         REVOLVING CREDIT LOAN SCHEDULE










        09/10/97                1997-HS2 LOAN LISTING   1


        Address         Orig Term Curr Rate Principal Bal
        City                    Rem Term Margin Credit Limit Maturity
        Zip Code Loan Number    CLTV    Ceiling Appr Value Note Date
                                Debt Ratio      Sr Lien

        FRANKLIN  TN                    10.49%
        UNKNW                   120     1.99    $40,025.16
        TN              2578005 90.00 107               50000.00        7/2/96
        37064                   39                      12:00 AM
        HERINGTO  KS            120             $22,392.23
        UNKNW                   107     0.99    22600.00        7/24/06 
        KS              2578006 80.00                   7/24/96
        67449                   40
                                        9.49%



        ROCHESTE  NY            120             $10,226.31
        UNKNW                   106     2.75    10500.00        6/21/06 
        NY              2578007 90.00                   6/21/96
        14624                   36
                                        11.25%



        3506  QUAIL HILL DRIVE 120              $12,613.27
        MIDLOTHIAN              107     0.99    13000.00        7/24/06 
        VA              2578008 80.00                   7/24/96
        23112                   44
                                        9.49%



        CORAL  GABLES FL        120             $22,929.48
        UNKNW                   107     1.99    23000.00        7/22/06 
        FL              2578009 90.00                   7/22/96
        33134                   26
                                        10.49%



        NORTH  BELLMORE NY      120             $19,470.63
        UNKNW                   107     0.99    30000.00        7/5/06 
        NY              2578010 73.00                   7/5/96
        11710                   23
                                        9.49%



        422  GARFIELD AVE       120             $56,100.18
        AVON BY THE SEA 107     0.99    100000.00 7/18/06 
        NJ              2578011 44.00                   7/18/96
        07717                   49
                                        9.49%



        TAMPA  FL               120             $39,382.67
        UNKNW                   107     0.99    40000.00        7/11/06 
        FL              2578012 77.00                   7/11/96
        33606                   45
                                        9.49%



        5340  HOLLYHOCK LANE    120             $9,871.48
        BOSSIER CITY            108     0.99    10000.00        8/6/06 
        LA              2578013 78.00                   8/6/96
        71112                   16
                                        9.49%





        SANTA  CLARITA CA
        UNKNW                   120     0.99    $23,353.88
        CA              2578014 48.00 107               50000.00        7/10/96
        91354                   26                      12:00 AM
                                        9.49%



        SCHNECKS  PA            120             $24,694.80
        UNKNW                   107     1.75    25000.00        7/1/06 
        PA              2578015 56.00                   7/1/96
        18078                   37
                                        10.25%



        FOOTHILL  RANCH CA      120             $36,874.05
        UNKNW                   106     1.99    40000.00        6/28/06 
        CA              2578016 87.00                   6/28/96
        92610                   35
                                        10.49%



        481  ROLLING DRIVE      120             $13,048.58
        WEST CHESTER            107     0.99    30000.00        7/25/06 
        PA              2578017 77.00                   7/25/96
        19380                   33
                                        9.49%



        P  O BOX 36             120             $149,996.00
        NEW LISBON              108     0.99    150000.00 8/21/06 
        NY              2578018 97.00                   8/21/96
        13415                   18
                                        9.49%



        7510  HAPPY VALLEY RD. 120              $1,406.84
        TAFTSVILLE              108     0.99    15000.00        8/7/06 
        VT              2578019 78.00                   8/7/96
        05073                   29
                                        9.49%



        FLOWERY  BRANCH GA      120             $15,977.38
        UNKNW                   107     2.75    16000.00        7/1/06 
        MI              2578020 88.00                   7/1/96
        30542                   31
                                        11.25%



        BETHEL  ISLAND CA       120             $37,305.22
        UNKNW                   107     1.75    94500.00        7/1/06 
        CA              2578021 80.00                   7/1/96
        94511                   35
                                        10.25%



        172  HWY 344            120             $28,559.46
        EDGEWOOD                107     0.99    28700.00        7/19/06 
        NM              2578022 80.00                   7/19/96
        87015                   36
                                        9.49%



        HUNTSVIL  AL            120             $21,540.77
        UNKNW                   106     0.99    25000.00        6/27/06 
        AL              2578023 80.00                   6/27/96
        35803                   30
                                        9.49%



        88  DEAN ROAD           120             $19,420.78
        TAWAS CITY              107     0.99    19500.00        7/23/06 
        MI              2578024 80.00                   7/23/96
        48763                   45
                                        9.49%





        MILLERS  CREEK NC
        UNKNW                   120     0.99    $25,916.71
        NC              2578025 80.00 107               28000.00        7/1/96
        28651                   23                      12:00 AM
                                        9.49%



        ENGLEWOO  CO            120             $9,665.22
        UNKNW                   108     0.99    10400.00        8/15/06 
        CO              2578026 80.00                   8/15/96
        80112                   30
                                        9.49%



        1648  KINGHAM WAY       120             $34,380.40
        FULLERTON               107     0.99    50000.00        7/18/06 
        CA              2578027 69.00                   7/18/96
        92633                   45
                                        9.49%



        CANTON  MI              120             $19,718.73
        UNKNW                   107     1.99    20000.00        7/5/06 
        MI              2578028 90.00                   7/5/96
        48188                   38
                                        10.49%



        21521  AMAPOLA AVENUE   120             $8,581.87
        TORRANCE                107     0.99    21400.00        7/15/06 
        CA              2578029 80.00                   7/15/96
        90501                   32
                                        9.49%



        42  LITTLE SILVER PARKWAY 120           $19,580.61
        LITTLE SILVER           107     0.99    30000.00        7/24/06 
        NJ              2578030 28.00                   7/24/96
        07739                   22
                                        9.49%



        QUEENS  NY              120             $33,350.00
        UNKNW                   106     1.75    50000.00        6/19/06 
        NY              2578031 65.00                   6/19/96
        11375                   34
                                        10.25%



        SAINT  LOUIS MO 120             $10,017.55
        UNKNW                   106     1.75    12300.00        6/26/06 
        MO              2578032 80.00                   6/26/96
        63138                   31
                                        10.25%



        127  SMOKY HILL ROAD    120             $12,581.25
        MANSFIELD               107     1.99    13000.00        7/17/06 
        LA              2578033 90.00                   7/17/96
        71052                   44
                                        10.49%



        BAY  CITY MI            120             $57,500.00
        UNKNW                   106     1.25    57500.00        6/24/06 
        MI              2578034 80.00                   6/24/96
        48708                   31
                                        9.75%



        463  WALTON FERRY ROAD 120              $9,733.33
        **************          107     2.00    10000.00        7/18/06 
        TN              2578035 76.00                   7/18/96
        37075                   27
                                        10.5%





        GRANTS  PASS OR
        UNKNW                   120     0.99    $94,294.00
        OR              2578036 80.00 109               94600.00        9/4/96
        97526                   41                      12:00 AM
                                        9.49%



        CAMDEN  ME              120             $13,099.44
        SIMONTON R              107     0.99    14000.00        7/12/06 
        ME              2578037 80.00                   7/12/96
        04843                   41
                                        9.49%



        S.  NEW BERLIN NY       120             $49,461.34
        UNKNW                   107     1.75    50000.00        7/11/06 
        NY              2578038 77.00                   7/11/96
        13843                   24
                                        10.25%



        LAWRENCE  NJ            120             $28,685.01
        UNKNW                   107     2.75    31500.00        7/8/06 
        NJ              2578039 89.00                   7/8/96
        08648                   31
                                        11.25%



        ELMWOOD  PARK NJ        120             $55,079.60
        UNKNW                   107     0.99    55400.00        7/11/06 
        NJ              2578040 80.00                   7/11/96
        07407                   37
                                        9.49%



        ENGLEWOO  CO            120             $49,000.00
        UNKNW                   107     1.75    50000.00        7/1/06 
        CO              2578041 80.00                   7/1/96
        80111                   42
                                        10.25%



        TROY  MI                120             $13,083.31
        UNKNW                   106     1.75    15500.00        6/25/06 
        MI              2578042 80.00                   6/25/96
        48083                   32
                                        10.25%



        DENVER  CO              120             $22,696.46
        UNKNW                   107     0.99    30000.00        7/3/06 
        CO              2578043 57.00                   7/3/96
        80206                   27
                                        9.49%



        1603  WINDING CREEK ROAD 120            $18,591.63
        ELIZABETHTOWN           107     1.99    19000.00        7/30/06 
        NC              2578044 90.00                   7/30/96
        28337                   39
                                        10.49%



        71  MOUNTAIN SHADOW WAY 120             $34,215.81
        SNOWMASS                108     0.99    35000.00        8/14/06 
        CO              2578045 66.00                   8/14/96
        81654                   46
                                        9.49%



        MECHANIC  PA            120             $13,823.75
        UNKNW                   107     1.99    25000.00        7/9/06 
        PA              2578046 82.00                   7/9/96
        17055                   44
                                        10.49%





        PHOENIX  AZ
        UNKNW                   120     0.99    $17,000.00
        AZ              2578047 56.00 107               25100.00        7/5/96
        85048                   36                      12:00 AM
                                        9.49%



        RT  1 BOX CC9 COUNTRY CLUB  120         $27,216.36
        HENNESSEY               106     0.99    30000.00        6/26/06 
        OK              2578048 80.00                   6/26/96
        73742                   43
                                        9.49%



        4173  NW TOWNLINE RD    120             $22,063.21
        MARCELLUS               108     0.99    29000.00        8/13/06 
        NY              2578049 77.00                   8/13/96
        13108                   45
                                        9.49%



        HIGHLAND  MI            120             $54,593.61
        UNKNW                   107     0.99    100000.00 7/16/06 
        MI              2578050 71.00                   7/16/96
        48356                   33
                                        9.49%



        PHILADEL  PA            120             $9,634.48
        UNKNW                   107     0.99    10000.00        7/11/06 
        PA              2578051 75.00                   7/11/96
        19149                   42
                                        9.49%



        R.R.  #3, BOX 284       120             $18,238.88
        RICHLAND                106     0.99    30000.00        6/25/06 
        WI              2578052 71.00                   6/25/96
        53581                   42
                                        9.49%



        PHOENIX  AZ             120             $28,720.00
        UNKNW                   106     0.99    40000.00        6/27/06 
        AZ              2578053 49.00                   6/27/96
        85028                   30
                                        9.49%



        ROCHESTE  HILL MI       120             $16,054.83
        UNKNW                   107     0.99    50000.00        7/3/06 
        MI              2578054 68.00                   7/3/96
        48306                   17
                                        9.49%



        N  HUNTINGDON PA        120             $35,305.83
        UNKNW                   107     0.99    38800.00        7/17/06 
        PA              2578055 80.00                   7/17/96
        15642                   18
                                        9.49%



        1040  BROADVIEW PLACE   120             $29,966.13
        COLORADO                107     1.99    30000.00        7/22/06 
        CO              2578056 83.00                   7/22/96
        80904                   35
                                        10.49%



        SAGINAW  MI             120             $29,811.76
        UNKNW                   106     1.50    34200.00        6/24/06 
        MI              2578057 80.00                   6/24/96
        48603                   25
                                        10.%





        SIERRA  VISTA AZ
        UNKNW                   120     2.75    $25,198.25
        AZ              2578058 90.00 106               25100.00        6/26/96
        85635                   32                      12:00 AM
                                        11.25%



        FRANKLIN  NY            120             $47,996.62
        UNKNW                   107     0.99    48000.00        7/1/06 
        NY              2578059 80.00                   7/1/96
        14737                   34
                                        9.49%



        3282  BEAR RUN RD       120             $34,678.21
        S WEBSTER               108     0.99    35000.00        8/5/06 
        OH              2578060 80.00                   8/5/96
        45682                   32
                                        9.49%



        LIVONIA  MI             120             $94,463.57
        UNKNW                   106     0.00    140000.00 6/26/06 
        MI              2578061 70.00                   6/26/96
        48154                   15
                                        8.5%



        4931  BLUEBELL AVENUE   120             $55,000.00
        LOS ANGELES             109     0.99    55000.00        9/19/06 
        CA              2578062 80.00                   9/19/96
        91607                   34
                                        9.49%



        116  REFLECTIONS        120             $34,087.44
        AUBURNDALE              108     0.99    35000.00        8/8/06 
        FL              2578063 75.00                   8/8/96
        33823                   38
                                        9.49%



        2658  SMYRNA LANDING ROAD 120           $11,691.87
        SMYRNA                  107     3.00    25000.00        7/11/06 
        DE              2578064 86.00                   7/11/96
        19977                   37
                                        11.5%



        TEMECULA  CA            120             $12,693.45
        UNKNW                   106     3.00    12700.00        6/17/06 
        CA              2578065 90.00                   6/17/96
        92592                   33
                                        11.5%



        LOCKPORT  NY            120             $63,798.63
        UNKNW                   106     1.00    96000.00        6/17/06 
        NY              2578066 80.00                   6/17/96
        14094                   28
                                        9.5%



        WONDER  LAKE IL 120             $6,017.57
        UNKNW                   107     1.99    12500.00        7/11/06 
        IL              2578067 90.00                   7/11/96
        60097                   37
                                        10.49%



        6635  RICHARD ROAD      120             $19,218.91
        LANSING         108     1.99    19400.00        8/16/06 
        MI              2578068 90.00                   8/16/96
        48911                   42
                                        10.49%





        PATTERSO  NY
        UNKNW                   120     3.00    $18,211.39
        NY              2578069 84.00 106               30000.00        6/18/96
        12563                   24                      12:00 AM
                                        11.5%



        735  WILLOW CREEK DRIVE 120             $21,542.60
        AMHERST         111     1.99    39000.00        11/6/06 
        OH              2578070 90.00                   11/6/96
        44001                   40
                                        10.49%



        105  CHAPEL LANE        120             $31,864.17
        DAGSBORO                107     0.99    32000.00        7/7/06 
        DE              2578071 85.00                   7/7/96
        19939                   42
                                        9.49%



        ROCHESTE  HILLS MI      120             $35,000.00
        UNKNW                   106     2.25    42000.00        6/18/06 
        MI              2578072 90.00                   6/18/96
        48306                   13
                                        10.75%



        QUEENSTO  MD            120             $18,371.87
        UNKNW                   107     0.99    21600.00        7/3/06 
        MD              2578073 80.00                   7/3/96
        21658                   33
                                        9.49%



        MARION  IA              120             $9,975.78
        UNKNW                   106     0.99    10000.00        6/24/06 
        IA              2578074 80.00                   6/24/96
        52302                   41
                                        9.49%



        768  NORTH 63RD STREET 120              $9,834.06
        SAN DIEGO               107     1.99    10000.00        7/18/06 
        CA              2578075 90.00                   7/18/96
        92114                   38
                                        10.49%



        POINT  PLEASANT NJ      120             $29,603.74
        UNKNW                   107     0.99    30000.00        7/3/06 
        NJ              2578076 79.00                   7/3/96
        08742                   40
                                        9.49%



        MIAMI  FL               120             $12,742.37
        UNKNW                   106     0.99    25000.00        6/21/06 
        FL              2578077 80.00                   6/21/96
        33193                   35
                                        9.49%



        WEST  BRANCH MI 120             $12,252.34
        UNKNW                   106     0.99    13500.00        6/20/06 
        MI              2578078 80.00                   6/20/96
        48661                   38
                                        9.49%



        COCOA  FL               120             $6,034.54
        UNKNW                   106     0.99    11000.00        6/27/06 
        FL              2578079 30.00                   6/27/96
        32922                   34
                                        9.49%





        1  SARGENT QUARRY ROAD
        AMHERST         120     1.99    $21,169.72
        NH              2578080 90.00 107               24700.00        7/26/96
        03031                   25                      12:00 AM
                                        10.49%



        HOUSE  SPRINGS MO       120             $18,874.48
        UNKNW                   106     1.75    20000.00        6/14/06 
        MO              2578081 73.00                   6/14/96
        63051                   43
                                        10.25%



        SUSSEX  NJ              120             $8,143.79
        UNKNW                   106     0.99    30000.00        6/27/06 
        NJ              2578082 77.00                   6/27/96
        07461                   27
                                        9.49%



        ALPHARET  GA            120             $43,224.08
        UNKNW                   106     2.75    43600.00        6/17/06 
        GA              2578083 90.00                   6/17/96
        30023                   37
                                        11.25%



        GLEN  ALLEN VA  120             $29,500.00
        UNKNW                   106     2.75    31500.00        6/21/06 
        VA              2578084 90.00                   6/21/96
        23060                   26
                                        11.25%



        2190  POTTS HILL ROAD   120             $26,692.01
        ETTERS                  107     1.99    26900.00        7/23/06 
        PA              2578085 90.00                   7/23/96
        17319                   24
                                        10.49%



        CHICAGO  IL             120             $26,912.47
        UNKNW                   106     0.99    29000.00        6/26/06 
        IL              2578086 80.00                   6/26/96
        60607                   37
                                        9.49%



        WESTLAND  MI            120             $28,117.46
        UNKNW                   107     0.99    33600.00        7/23/06 
        MI              2578087 37.00                   7/23/96
        48185                   29
                                        9.49%



        168  WICOMICO DRIVE     120             $24,823.76
        NEW MARKET              107     0.99    25000.00        7/24/06 
        MD              2578088 63.00                   7/24/96
        21774                   38
                                        9.49%



        15753  DEARBORN 120             $18,984.92
        OVERLAND PARK           107     0.99    25800.00        7/18/06 
        KS              2578089 80.00                   7/18/96
        66223                   37
                                        9.49%



        JOHNSONV  SC            120             $17,917.16
        UNKNW                   107     0.99    20000.00        7/2/06 
        SC              2578090 36.00                   7/2/96
        29555                   18
                                        9.49%





        GORHAM  ME
        UNKNW                   120     0.99    $10,398.20
        ME              2578091 80.00 107               10400.00        7/11/96
        04038                   38                      12:00 AM
                                        9.49%



        CAMPBELL  OH            120             $14,982.46
        UNKNW                   107     0.99    15000.00        7/11/06 
        OH              2578092 40.00                   7/11/96
        44405                   27
                                        9.49%



        7933  NORWOOD           120             $27,607.56
        PRAIRIE VILLAGE 107     0.99    30000.00        7/12/06 
        KS              2578093 50.00                   7/12/96
        66208                   19
                                        9.49%



        FARMINGT  MI            120             $15,057.17
        UNKNW                   106     2.00    17000.00        6/14/06 
        MI              2578094 80.00                   6/14/96
        48331                   0
                                        10.5%



        CHESTERF  MO            120             $21,702.62
        UNKNW                   106     1.50    50000.00        6/13/06 
        MO              2578095 74.00                   6/13/96
        63005                   0
                                        10.%



        PEVELY  MO              120             $19,102.79
        UNKNW                   106     3.00    19200.00        6/13/06 
        MO              2578096 33.00                   6/13/96
        63070                   0
                                        11.5%



        BURTON  MI              120             $323.61
        UNKNW                   106     2.75    75200.00        6/14/06 
        MI              2578097 90.00                   6/14/96
        48509                   0
                                        11.25%



        3515  CHRISTY WAY NORTH 120             $40,179.27
        SAGINAW         107     1.99    40000.00        7/31/06 
        MI              2578098 89.00                   7/31/96
        48603                   0
                                        10.49%



        WHEATON  IL             120             $24,708.33
        UNKNW                   107     0.99    26000.00        7/5/06 
        IL              2578099 80.00                   7/5/96
        60187                   36
                                        9.49%



        CENTERVI  OH            120             $11,295.74
        UNKNW                   106     0.99    30000.00        6/26/06 
        OH              2578100 71.00                   6/26/96
        45458                   41
                                        9.49%



        773  WOODS COURT        120             $11,914.01
        WALLED LAKE             107     0.99    14000.00        7/15/06 
        MI              2578101 80.00                   7/15/96
        48390                   39
                                        9.49%





        TARENTUM  PA
        UNKNW                   120     0.99    $28,396.99
        PA              2578102 36.00 107               30000.00        7/1/96
        15084                   38                      12:00 AM
                                        9.49%



        BLACKSBU  VA            120             $20,213.41
        UNKNW                   106     2.00    53400.00        6/13/06 
        VA              2578103 80.00                   6/13/96
        24060                   28
                                        10.5%



        GREENWOO  MN            120             $66,582.49
        UNKNW                   107     0.99    81000.00        7/19/06 
        MN              2578104 75.00                   7/19/96
        55331                   24
                                        9.49%



        PO  BOX 250004  120             $80,434.22
        3175 WEST LAKE  108     0.99    100000.00 8/6/06 
        WY              2578105 45.00                   8/6/96
        83001                   44
                                        9.49%



        BOISE  ID               120             $12,917.27
        UNKNW                   106     0.99    13000.00        6/26/06 
        ID              2578106 51.00                   6/26/96
        83704                   28
                                        9.49%



        NORTH  BRANCH MI        120             $79,816.07
        UNKNW                   107     0.99    80000.00        7/11/06 
        MI              2578107 80.00                   7/11/96
        48461                   37
                                        9.49%



        POCASSET  MA            120             $27,550.45
        UNKNW                   107     1.99    28700.00        7/2/06 
        MA              2578108 90.00                   7/2/96
        02559                   41
                                        10.49%



        WARREN  MI              120             $21,803.71
        UNKNW                   106     0.99    23000.00        6/21/06 
        MI              2578109 80.00                   6/21/96
        48093                   30
                                        9.49%



        15  BIRKETT STREET      120             $67,684.01
        CARBONDALE              108     0.99    68000.00        8/1/06 
        PA              2578110 80.00                   8/1/96
        18407                   28
                                        9.49%



        HARRISBU  OR            120             $20,737.68
        UNKNW                   106     0.99    25100.00        6/24/06 
        OR              2578111 54.00                   6/24/96
        97446                   29
                                        9.49%



        SANDWICH  IL            120             $67,813.55
        UNKNW                   106     0.99    69000.00        6/24/06 
        IL              2578112 80.00                   6/24/96
        60548                   33
                                        9.49%





        538  ELM HILL ROAD
        SOUTH PARIS             120     1.99    $21,397.03
        ME              2578113 90.00 107               21400.00        7/16/96
        04281                   42                      12:00 AM
                                        10.49%



        647  RAMBLEWOOD PLACE   120             $14,289.64
        FAIRBORN                107     1.99    29900.00        7/19/06 
        OH              2578114 90.00                   7/19/96
        45324                   42
                                        10.49%



        HAMPSTEA  NH            120             $14,994.59
        P O BOX #               106     0.99    15000.00        6/25/06 
        NH              2578115 76.00                   6/25/96
        03841                   44
                                        9.49%



        NELSONVI  OH            120             $29,648.57
        UNKNW                   106     0.99    30000.00        6/25/06 
        OH              2578116 67.00                   6/25/96
        45764                   44
                                        9.49%



        21842  MOUNTSIDE DRIVE 120              $34,320.35
        NORTH AUGUSTA           107     0.99    35000.00        7/12/06 
        SC              2578117 76.00                   7/12/96
        29841                   43
                                        9.49%



        HOPKINSV  KY            120             $20,716.77
        UNKNW                   105     0.99    25000.00        5/24/06 
        KY              2578118 70.00                   5/24/96
        42240                   0
                                        9.49%



        YADKINVI  NC            120             $14,967.07
        UNKNW                   106     0.99    15000.00        6/23/06 
        NC              2578119 13.00                   6/23/96
        27055                   16
                                        9.49%



        PENDLETO  N.T. NY       120             $24,373.46
        UNKNW                   106     0.99    25000.00        6/24/06 
        NY              2578120 46.00                   6/24/96
        14120                   44
                                        9.49%



        BLOOMFIE  HILLS MI      120             $23,709.93
        UNKNW                   107     0.99    23900.00        7/3/06 
        MI              2578121 80.00                   7/3/96
        48302                   30
                                        9.49%



        FREMONT  CA             120             $28,816.29
        UNKNW                   107     0.99    30000.00        7/11/06 
        CA              2578122 67.00                   7/11/96
        94538                   40
                                        9.49%



        CONVERSE  IN            120             $28,283.73
        UNKNW                   106     0.99    28800.00        6/26/06 
        IN              2578123 80.00                   6/26/96
        46919                   19
                                        9.49%





        HERMITAG  TN
        UNKNW                   120     1.99    $20,447.04
        TN              2578124 90.00 107               24800.00        7/18/96
        37076                   39                      12:00 AM
                                        10.49%



        SAINT  PETERS MO        120             $15,022.93
        UNKNW                   106     0.99    15500.00        6/20/06 
        MO              2578125 80.00                   6/20/96
        63376                   30
                                        9.49%



        MONTAGUE  MI            120             $18,970.87
        UNKNW                   107     1.99    19000.00        7/3/06 
        MI              2578126 90.00                   7/3/96
        49437                   41
                                        10.49%



        1276  ARROWWOOD CIRCLE 120              $9,554.04
        GRAND BLANC             107     0.99    10000.00        7/31/06 
        MI              2578127 62.00                   7/31/96
        48439                   29
                                        9.49%



        FRANKLIN  MA            120             $39,668.03
        UNKNW                   108     0.99    40000.00        8/8/06 
        MA              2578128 22.00                   8/8/96
        02038                   45
                                        9.49%



        4490  CLEVELAND AVENUE 120              $41,938.47
        STEVENSVILLE            107     0.99    42000.00        7/29/06 
        MI              2578129 80.00                   7/29/96
        49127                   34
                                        9.49%



        VALINDA  CA             120             $24,182.78
        UNKNW                   108     0.99    30000.00        8/27/06 
        CA              2578130 34.00                   8/27/96
        91744                   30
                                        9.49%



        CANDIA  NH              120             $2,917.92
        UNKNW                   106     1.75    53900.00        6/14/06 
        NH              2578131 80.00                   6/14/96
        03034                   40
                                        10.25%



        FAIR  HAVEN MI  120             $37,099.14
        UNKNW                   106     1.75    41500.00        6/12/06 
        MI              2578132 80.00                   6/12/96
        48023                   38
                                        10.25%



        59228  ALBERT LANE      120             $11,337.17
        NEW HUDSON              107     0.99    40000.00        7/16/06 
        MI              2578133 56.00                   7/16/96
        48165                   22
                                        9.49%



        LENOX  IA               120             $12,096.91
        UNKNW                   106     0.99    12200.00        6/28/06 
        IA              2578134 80.00                   6/28/96
        50851                   35
                                        9.49%





        12362  BAJA PANORAMA
        SANTA ANA               120     0.99    $86,944.36
        CA              2578135 58.00 107               100000.00 7/19/96
        92705                   31                      12:00 AM
                                        9.49%



        SAGINAW  MI             120             $21,039.37
        UNKNW                   107     1.99    23500.00        7/9/06 
        MI              2578136 90.00                   7/9/96
        48609                   33
                                        10.49%



        HOOKSETT  NH            120             $22,678.38
        UNKNW                   107     3.00    22700.00        7/3/06 
        NH              2578137 90.00                   7/3/96
        03106                   38
                                        11.5%



        WASHINGT  MI            120             $18,390.78
        UNKNW                   106     1.75    74000.00        6/13/06 
        MI              2578138 80.00                   6/13/96
        48094                   45
                                        10.25%



        JACKSONV  FL            120             $22,126.14
        UNKNW                   106     2.00    50000.00        6/21/06 
        FL              2578139 75.00                   6/21/96
        32223                   26
                                        10.5%



        MILTON  VT              120             $2,804.95
        UNKNW                   106     3.00    10000.00        6/24/06 
        VT              2578140 89.00                   6/24/96
        05468                   31
                                        11.5%



        COTTAGE  GROVE OR       120             $13,485.71
        UNKNW                   106     2.00    25000.00        6/14/06 
        OR              2578141 65.00                   6/14/96
        97424                   31
                                        10.5%



        315  KENILWORTH ROAD    120             $72,437.95
        GREENVILLE              107     0.99    75000.00        7/24/06 
        NC              2578142 68.00                   7/24/96
        27858                   45
                                        9.49%



        ESPARTO  CA             120             $34,826.56
        UNKNW                   107     0.99    35000.00        7/16/06 
        CA              2578143 65.00                   7/16/96
        95627                   47
                                        9.49%



        WARRENTO  MO            120             $13,906.78
        UNKNW                   106     1.75    14500.00        6/28/06 
        MO              2578144 80.00                   6/28/96
        63383                   23
                                        10.25%



        7370  CREEKRIDGE ROAD   120             $49,892.81
        RICHMOND                107     0.99    50000.00        7/18/06 
        VA              2578145 71.00                   7/18/96
        23231                   28
                                        9.49%





        BURLINGT  VT
        UNKNW                   120     1.99    $16,948.48
        VT              2578146 90.00 107               17600.00        7/17/96
        05401                   40                      12:00 AM
                                        10.49%



        HIGHLAND  RANCH CO      120             $1,039.67
        UNKNW                   106     0.99    22900.00        6/25/06 
        CO              2578147 80.00                   6/25/96
        80126                   32
                                        9.49%



        11916  KENNEDY LANE     120             $15,935.59
        **************          107     1.99    16000.00        7/24/06 
        VA              2578148 84.00                   7/24/96
        22407                   29
                                        10.49%



        O  FALLON MO            120             $33,051.65
        UNKNW                   106     1.50    38400.00        6/13/06 
        MO              2578149 80.00                   6/13/96
        63366                   42
                                        10.%



        LIVONIA  MI             120             $39,880.55
        UNKNW                   106     1.25    45000.00        6/14/06 
        MI              2578150 79.00                   6/14/96
        48154                   19
                                        9.75%



        LOVELAND  CO            120             $15,732.63
        UNKNW                   106     2.00    25000.00        6/13/06 
        CO              2578151 61.00                   6/13/96
        80537                   22
                                        10.5%



        MOUNT  TABOR NJ 120             $14,612.15
        UNKNW                   106     3.00    40400.00        6/17/06 
        NJ              2578152 90.00                   6/17/96
        07878                   36
                                        11.5%



        QUINCY  CA              120             $9,540.34
        UNKNW                   106     3.00    12200.00        6/10/06 
        CA              2578153 90.00                   6/10/96
        95971                   39
                                        11.5%



        HAMPTON  NH             120             $20,192.86
        UNKNW                   106     2.00    21400.00        6/27/06 
        NH              2578154 80.00                   6/27/96
        03842                   47
                                        10.5%



        TAMPA  FL               120             $8,838.33
        UNKNW                   106     0.99    57000.00        6/28/06 
        FL              2578155 80.00                   6/28/96
        33606                   24
                                        9.49%



        O  FALLON IL            120             $8,688.08
        UNKNW                   106     0.99    11500.00        6/12/06 
        IL              2578156 25.00                   6/12/96
        62269                   40
                                        9.49%





        VERMONTV  MI
        UNKNW                   120     1.99    $20,672.58
        MI              2578157 90.00 107               20700.00        7/9/96
        49096                   20                      12:00 AM
                                        10.49%



        TULSA  OK               120             $17,850.83
        UNKNW                   107     0.99    19000.00        7/2/06 
        OK              2578158 65.00                   7/2/96
        74105                   36
                                        9.49%



        SUTTER  CREEK CA        120             $152,995.70
        UNKNW                   106     1.25    153000.00 6/20/06 
        CA              2578159 80.00                   6/20/96
        95685                   49
                                        9.75%



        VICKSBUR  MS            120             $9,561.49
        UNKNW                   107     1.99    10000.00        7/9/06 
        MS              2578160 90.00                   7/9/96
        39180                   32
                                        10.49%



        BIXBY  OK               120             $28,254.65
        UNKNW                   106     0.99    30000.00        6/19/06 
        OK              2578161 52.00                   6/19/96
        74008                   34
                                        9.49%



        BURLINGT  NJ            120             $7,451.84
        UNKNW                   106     0.99    19000.00        6/24/06 
        NJ              2578162 78.00                   6/24/96
        08016                   46
                                        9.49%



        BISMARK  ND             60              $8,994.06
        UNKNW                   47      0.99    15000.00        7/9/01 
        ND              2578163 80.00                   7/9/96
        58504                   39
                                        9.49%



        GREENSBO  NC            120             $25,191.52
        UNKNW                   106     2.75    25700.00        6/14/06 
        NC              2578164 90.00                   6/14/96
        27410                   40
                                        11.25%



        YORK  PA                120             $1,800.00
        UNKNW                   106     2.00    10500.00        6/20/06 
        PA              2578165 77.00                   6/20/96
        17402                   45
                                        10.5%



        BALTIMOR  MD            120             $24,073.37
        UNKNW                   106     0.99    40300.00        6/11/06 
        MD              2578166 80.00                   6/11/96
        21207                   40
                                        9.49%



        CLARKSTO  MI            120             $11,258.18
        UNKNW                   106     1.75    25900.00        6/18/06 
        MI              2578167 80.00                   6/18/96
        48348                   34
                                        10.25%





        FENTON  MI
        UNKNW                   120     1.75    $24,680.48
        MI              2578168 80.00 106               25000.00        6/12/96
        48430                   39                      12:00 AM
                                        10.25%



        3293  ELDERWOOD 120             $32,400.00
        HOLLAND         107     1.99    32400.00        7/11/06 
        MI              2578169 90.00                   7/11/96
        49424                   44
                                        10.49%



        INDIANAP  IN            120             $20,000.00
        UNKNW                   106     0.99    22000.00        6/12/06 
        IN              2578170 79.00                   6/12/96
        46278                   29
                                        9.49%



        STAMFORD  CT            120             $38,408.60
        UNKNW                   107     0.99    50000.00        7/12/06 
        ME              2578171 46.00                   7/12/96
        06905                   10
                                        9.49%



        HAMBURG  NY             120             $13,660.28
        UNKNW                   106     3.00    13700.00        6/17/06 
        NY              2578172 90.00                   6/17/96
        14075                   31
                                        11.5%



        BARTO  PA               120             $19,398.79
        UNKNW                   106     3.00    19500.00        6/6/06 
        PA              2578173 90.00                   6/6/96
        19504                   35
                                        11.5%



        WILMINGT  DE            120             $24,606.39
        UNKNW                   106     0.99    25000.00        6/13/06 
        DE              2578174 80.00                   6/13/96
        19806                   28
                                        9.49%



        H  C R #1 BOX 485 A     120             $25,282.81
        LEWIS                   108     0.99    25400.00        8/12/06 
        NY              2578175 80.00                   8/12/96
        12950                   34
                                        9.49%



        399  SCHOLAR COURT      120             $64,788.24
        FRANKLIN LAKES          109     0.99    100000.00 9/4/06 
        NJ              2578176 70.00                   9/4/96
        07417                   26
                                        9.49%



        HOWELL  MI              120             $14,577.30
        UNKNW                   106     0.99    25000.00        6/17/06 
        MI              2578177 75.00                   6/17/96
        48843                   27
                                        9.49%



        LA  QUINTA CA           120             $24,748.95
        UNKNW                   107     0.99    30000.00        7/10/06 
        CA              2578178 79.00                   7/10/96
        92253                   41
                                        9.49%





        MACOMB  MI
        UNKNW                   120     0.99    $12,921.14
        MI              2578179 33.00 106               20000.00        6/13/96
        48044                   43                      12:00 AM
                                        9.49%



        TAMPA  FL               120             $27,000.00
        UNKNW                   106     1.25    27000.00        6/6/06 
        FL              2578180 80.00                   6/6/96
        33647                   21
                                        9.75%



        FLUSHING  MI            120             $17,437.10
        UNKNW                   106     2.75    30000.00        6/7/06 
        MI              2578181 89.00                   6/7/96
        48433                   33
                                        11.25%



        ALGER  MI               120             $28,078.35
        UNKNW                   106     0.99    30000.00        6/20/06 
        MI              2578182 39.00                   6/20/96
        48610                   42
                                        9.49%



        BALLWIN  MO             120             $17,420.87
        UNKNW                   106     0.99    49800.00        6/12/06 
        MO              2578183 80.00                   6/12/96
        63011                   27
                                        9.49%



        CLARKSTO  MI            120             $46,943.96
        UNKNW                   106     0.99    100000.00 6/27/06 
        MI              2578184 61.00                   6/27/96
        48348                   25
                                        9.49%



        60  WEST BEECH STREET   120             $30,104.13
        LONG BEACH              107     0.99    50000.00        7/18/06 
        NY              2578185 65.00                   7/18/96
        11561                   43
                                        9.49%



        SUNRISE  FL             120             $24,918.17
        UNKNW                   106     0.99    25000.00        6/24/06 
        FL              2578186 64.00                   6/24/96
        33323                   43
                                        9.49%



        INDIANAP  IN            120             $16,665.70
        UNKNW                   107     1.99    20000.00        7/5/06 
        IN              2578187 90.00                   7/5/96
        46234                   43
                                        10.49%



        BYRON  CENTER MI        120             $38,868.16
        UNKNW                   106     0.99    50000.00        6/27/06 
        MI              2578188 78.00                   6/27/96
        49315                   19
                                        9.49%



        MARINA  DEL RAY CA      120             $26,800.40
        UNKNW                   107     0.99    50000.00        7/9/06 
        CA              2578189 69.00                   7/9/96
        90292                   44
                                        9.49%





        NORTHVIL  MI
        UNKNW                   120     0.99    $24,369.25
        MI              2578190 58.00 106               25000.00        6/6/96
        48167                   44                      12:00 AM
                                        9.49%



        WAYLAND  MA             120             $49,386.35
        UNKNW                   106     1.75    50000.00        6/12/06 
        MA              2578191 57.00                   6/12/96
        01778                   0
                                        10.25%



        RESEDA  CA              120             $36,732.00
        UNKNW                   106     0.99    39000.00        6/19/06 
        CA              2578192 85.00                   6/19/96
        91335                   22
                                        9.49%



        RAMONA  CA              120             $13,963.28
        UNKNW                   107     0.99    14000.00        7/30/06 
        CA              2578193 65.00                   7/30/96
        92065                   48
                                        9.49%



        SANTA  CLARITA CA       120             $24,937.78
        UNKNW                   106     3.00    25000.00        6/10/06 
        CA              2578194 90.00                   6/10/96
        91350                   49
                                        11.5%



        BERKELEY  TWP NJ        120             $23,519.23
        UNKNW                   107     2.75    23800.00        7/1/06 
        NJ              2578195 90.00                   7/1/96
        08721                   39
                                        11.25%



        LOS  OSOS CA            120             $9,353.76
        UNKNW                   106     2.00    39000.00        6/7/06 
        CA              2578196 80.00                   6/7/96
        93402                   39
                                        10.5%



        TROY  MI                120             $24,893.70
        UNKNW                   106     3.00    27000.00        6/4/06 
        MI              2578197 99.00                   6/4/96
        48098                   0
                                        11.5%



        NEW  LISBON WI  120             $9,704.20
        UNKNW                   107     3.00    10000.00        7/17/06 
        WI              2578198 90.00                   7/17/96
        53950                   42
                                        11.5%



        ROCHESTE  HILLS MI      120             $31,639.77
        UNKNW                   106     0.99    60000.00        6/27/06 
        MI              2578199 74.00                   6/27/96
        48306                   34
                                        9.49%



        NEW  BALTIMORE MI       120             $23,821.72
        UNKNW                   106     0.99    25000.00        6/13/06 
        MI              2578200 54.00                   6/13/96
        48047                   44
                                        9.49%





        WEST  CAVINA CA
        UNKNW                   120     1.99    $36,971.07
        CA              2578201 90.00 106               37000.00        6/19/96
        91792                   0                       12:00 AM
                                        10.49%



        PHILADEL  PA            120             $12,608.01
        UNKNW                   107     0.99    20000.00        7/2/06 
        PA              2578202 79.00                   7/2/96
        19116                   5
                                        9.49%



        WISCONSI  DELLS WI      120             $11,441.12
        UNKNW                   106     3.00    15000.00        6/5/06 
        WI              2578203 84.00                   6/5/96
        53965                   37
                                        11.5%



        ESCONDID  CA            120             $19,174.14
        UNKNW                   106     2.00    35000.00        6/6/06 
        CA              2578204 72.00                   6/6/96
        92046                   29
                                        10.5%



        MERRIMAC  NH            120             $4,444.70
        UNKNW                   106     2.00    25000.00        6/6/06 
        NH              2578205 62.00                   6/6/96
        03054                   43
                                        10.5%



        CONCORD  NH             120             $16,570.09
        UNKNW                   106     0.99    30000.00        6/13/06 
        NH              2578206 69.00                   6/13/96
        03301                   13
                                        9.49%



        222  SKIMINO ROAD       120             $33,158.97
        WILLIAMSBURG            107     1.99    34100.00        7/29/06 
        VA              2578207 90.00                   7/29/96
        23188                   43
                                        10.49%



        WILTON  MANORS FL       120             $20,146.33
        UNKNW                   106     3.00    20200.00        6/3/06 
        FL              2578208 90.00                   6/3/96
        33305                   34
                                        11.5%



        EASTPOIN  MI            120             $30,993.50
        UNKNW                   106     2.50    31000.00        6/5/06 
        MI              2578209 90.00                   6/5/96
        48021                   45
                                        11.%



        LAKE  ORION MI  120             $17,250.38
        UNKNW                   106     3.00    30000.00        6/12/06 
        MI              2578210 90.00                   6/12/96
        48360                   0
                                        11.5%



        ROCHESTE  HILLS MI      120             $25,158.70
        UNKNW                   106     0.99    46600.00        6/5/06 
        MI              2578211 86.00                   6/5/96
        48309                   36
                                        9.49%





        HOLLY  MI
        UNKNW                   120     1.75    $22,633.21
        MI              2578212 80.00 106               22700.00        6/5/96
        48442                   45                      12:00 AM
                                        10.25%



        ANCHORAG  AK            120             $58,466.63
        UNKNW                   106     1.50    59500.00        6/12/06 
        AK              2578213 80.00                   6/12/96
        99516                   38
                                        10.%



        CHATSWOR  GA            120             $29,670.11
        UNKNW                   108     2.75    30000.00        8/12/06 
        GA              2578214 85.00                   8/12/96
        30705                   39
                                        11.25%



        WESTMINS  CA            120             $39,971.52
        UNKNW                   106     0.99    40000.00        6/21/06 
        CA              2578215 73.00                   6/21/96
        92683                   39
                                        9.49%



        42  CUYLER ROAD 120             $45,778.06
        PRINCETON               108     0.99    50000.00        8/8/06 
        NH              2578216 36.00                   8/8/96
        08540                   43
                                        9.49%



        19401  GAINSBOROUGH     120             $28,725.47
        DETROIT         107     0.99    30000.00        7/25/06 
        MI              2578217 59.00                   7/25/96
        48223                   41
                                        9.49%



        WOOD  RIDGE NJ  120             $88,895.08
        UNKNW                   106     0.99    100000.00 6/27/06 
        NJ              2578218 55.00                   6/27/96
        07075                   39
                                        9.49%



        2855  SW BROOKSIDE ROAD 120             $67,679.18
        LAKE OSWEGO             108     1.50    80000.00        8/5/06 
        OR              2578219 57.00                   8/5/96
        97035                   41
                                        10.%



        HC  64 BOX 3990 120             $8,267.22
        HEAVENER                109     0.99    15000.00        9/10/06 
        OK              2578220 25.00                   9/10/96
        74937                   32
                                        9.49%



        1416  CHACO AVE 120             $29,298.33
        GRANTS                  107     0.99    29300.00        7/31/06 
        NM              2578221 80.00                   7/31/96
        87020                   36
                                        9.49%



        FAYETTEV  GA            120             $19,835.41
        UNKNW                   106     2.00    24000.00        6/25/06 
        GA              2578222 80.00                   6/25/96
        30214                   48
                                        10.5%





        SAINT  PETERS MO
        UNKNW                   120     1.99    $16,038.23
        MO              2578223 90.00 107               16800.00        7/11/96
        63376                   40                      12:00 AM
                                        10.49%



        OAKLEY  CA              120             $21,746.27
        UNKNW                   106     2.00    21900.00        6/5/06 
        CA              2578224 80.00                   6/5/96
        94561                   44
                                        10.5%



        SCOTTSVI  NY            120             $56,299.52
        UNKNW                   106     1.25    56600.00        6/20/06 
        NY              2578225 80.00                   6/20/96
        14546                   26
                                        9.75%



        GROSSE  POINTE PARK MI 120              $24,196.54
        UNKNW                   106     1.75    25000.00        6/5/06 
        MI              2578226 46.00                   6/5/96
        48230                   17
                                        10.25%



        YORK  ME                120             $22,296.76
        UNKNW                   106     1.75    33300.00        6/17/06 
        ME              2578227 80.00                   6/17/96
        03909                   42
                                        10.25%



        BRIGHTON  MI            120             $22,405.33
        UNKNW                   106     2.00    30000.00        6/17/06 
        MI              2578228 33.00                   6/17/96
        48116                   17
                                        10.5%



        MURFREES  TN            120             $13,041.45
        UNKNW                   107     0.99    13000.00        7/9/06 
        TN              2578229 80.00                   7/9/96
        37129                   29
                                        9.49%



        MARKLEVI  IN            120             $25,344.05
        UNKNW                   108     0.99    66000.00        8/22/06 
        IN              2578230 80.00                   8/22/96
        46056                   18
                                        9.49%



        FLUSHING  MI            120             $20,763.24
        UNKNW                   106     2.00    30800.00        6/14/06 
        MI              2578231 80.00                   6/14/96
        48433                   24
                                        10.5%



        WARREN  OH              120             $13,987.56
        UNKNW                   106     3.00    14300.00        6/27/06 
        OH              2578232 90.00                   6/27/96
        44481                   36
                                        11.5%



        765  CHAUCER LANE       120             $62,370.26
        TIPP CITY               106     1.25    100000.00 6/4/06 
        OH              2578233 76.00                   6/4/96
        45371                   37
                                        9.75%





        DAVISON  MI
        UNKNW                   120     2.00    $70,000.00
        MI              2578234 90.00 106               70000.00        6/7/96
        48423                   34                      12:00 AM
                                        10.5%



        JACKSON  MI             120             $25,092.17
        UNKNW                   106     2.75    25100.00        6/7/06 
        MI              2578235 90.00                   6/7/96
        49201                   35
                                        11.25%



        FOUNTAIN  VALLEY CA     120             $36,972.79
        UNKNW                   106     1.75    59000.00        6/4/06 
        CA              2578236 79.00                   6/4/96
        92708                   36
                                        10.25%



        SAN  FRANCISCO CA       120             $10,452.69
        UNKNW                   106     0.99    11800.00        6/14/06 
        CA              2578237 80.00                   6/14/96
        94127                   34
                                        9.49%



        18  S. EQUESTRAIN COURT 120             $24,991.68
        HAUPPAGUE               107     0.99    25000.00        7/1/06 
        NY              2578238 66.00                   7/1/96
        11788                   27
                                        9.49%



        PLATTSBU  MO            120             $27,784.23
        UNKNW                   107     0.99    30000.00        7/16/06 
        MO              2578239 77.00                   7/16/96
        64477                   27
                                        9.49%



        DETROIT  MI             120             $17,812.64
        UNKNW                   106     0.99    18300.00        6/27/06 
        MI              2578240 80.00                   6/27/96
        48228                   20
                                        9.49%



        2637  EAST 7 MILE RD    120             $84,033.72
        ROSCOMMON               107     0.99    100000.00 7/30/06 
        MI              2578241 78.00                   7/30/96
        48653                   42
                                        9.49%



        STERLING  VA            120             $13,403.65
        UNKNW                   106     2.00    17500.00        6/3/06 
        VA              2578242 80.00                   6/3/96
        20164                   40
                                        10.5%



        PINELLAS  PARK FL       120             $17,924.68
        UNKNW                   106     0.99    22000.00        6/20/06 
        FL              2578243 80.00                   6/20/96
        34666                   42
                                        9.49%



        SAN  JOSE CA            120             $38,450.00
        UNKNW                   106     0.99    50000.00        6/14/06 
        CA              2578244 80.00                   6/14/96
        95131                   28
                                        9.49%





        22  STADLEY ROUGH ROAD
        DANBURY         120     0.99    $11,438.05
        CT              2578245 23.00 107               25100.00        7/3/96
        06811                   31                      12:00 AM
                                        9.49%



        BLOOMFIE  HILLS MI      120             $69,845.88
        UNKNW                   106     0.99    73800.00        6/26/06 
        MI              2578246 80.00                   6/26/96
        48304                   32
                                        9.49%



        WELLSVIL  KS            120             $17,674.39
        UNKNW                   106     0.99    17700.00        6/12/06 
        KS              2578247 80.00                   6/12/96
        66092                   39
                                        9.49%



        PHOENIX  AZ             120             $24,761.28
        UNKNW                   106     0.99    30000.00        6/19/06 
        AZ              2578248 74.00                   6/19/96
        85023                   32
                                        9.49%



        CHINA  MI               120             $28,611.84
        UNKNW                   106     1.75    32000.00        6/19/06 
        MI              2578249 72.00                   6/19/96
        48054                   42
                                        10.25%



        12297  MERIDIAN ROAD  NE 120            $15,276.92
        MOUNT ANGEL             107     2.00    18700.00        7/2/06 
        OR              2578250 75.00                   7/2/96
        97362                   45
                                        10.5%



        2034  DWIGHT AVENUE     120             $27,334.57
        FLINT                   108     0.99    27200.00        8/12/06 
        MI              2578251 80.00                   8/12/96
        48503                   35
                                        9.49%



        COLUMBIA  SC            120             $10,484.89
        UNKNW                   109     0.99    11300.00        9/9/06 
        SC              2578252 85.00                   9/9/96
        29205                   48
                                        9.49%



        COLUMBIA  MI            120             $16,007.63
        UNKNW                   106     2.75    17400.00        6/7/06 
        MI              2578253 90.00                   6/7/96
        48421                   35
                                        11.25%



        WHITE  LAKE MI  120             $22,420.93
        UNKNW                   106     1.50    100000.00 6/18/06 
        MI              2578254 48.00                   6/18/96
        48386                   32
                                        10.%



        WEST  BLOOMFIELD MI     120             $18,028.72
        UNKNW                   107     1.99    18100.00        7/9/06 
        MI              2578255 90.00                   7/9/96
        48324                   33
                                        10.49%





        CLEMMONS  NC
        UNKNW                   120     0.99    $28,676.61
        NC              2578256 74.00 106               30000.00        6/11/96
        27012                   31                      12:00 AM
                                        9.49%



        NOVI  MI                120             $31,773.54
        UNKNW                   106     2.50    41400.00        6/18/06 
        MI              2578257 90.00                   6/18/96
        48374                   43
                                        11.%



        BRIDGEPO  CT            120             $18,239.49
        UNKNW                   107     0.99    20000.00        7/31/06 
        AL              2578258 36.00                   7/31/96
        06606                   44
                                        9.49%



        MOUNTAIN  VIEW CA       120             $24,719.21
        UNKNW                   107     0.99    25000.00        7/3/06 
        CA              2578259 11.00                   7/3/96
        94041                   39
                                        9.49%



        HCR  68 BOX 123 120             $48,873.88
        WOODSTOCK               107     1.99    49000.00        7/19/06 
        VT              2578260 90.00                   7/19/96
        05091                   0
                                        10.49%



        MONTPELI  VA            120             $21,037.26
        UNKNW                   107     0.99    30000.00        7/29/06 
        VA              2578261 78.00                   7/29/96
        23192                   31
                                        9.49%



        MAPLEWOO  MN            120             $9,497.08
        UNKNW                   109     1.99    10000.00        9/4/06 
        MN              2578262 89.00                   9/4/96
        55109                   45
                                        10.49%



        LODI  CA                120             $51,000.00
        UNKNW                   106     0.99    70800.00        6/17/06 
        CA              2578263 80.00                   6/17/96
        95240                   40
                                        9.49%



        GRAND  ISLAND NY        120             $14,927.38
        UNKNW                   106     1.99    22800.00        6/10/06 
        NY              2578264 90.00                   6/10/96
        14072                   29
                                        10.49%



        SAN  DIEGO CA           120             $41,105.45
        UNKNW                   106     2.75    50000.00        6/11/06 
        CA              2578265 89.00                   6/11/96
        92131                   42
                                        11.25%



        MONTEREY  CA            120             $39,552.46
        UNKNW                   107     2.75    40000.00        7/18/06 
        CA              2578266 89.00                   7/18/96
        93940                   49
                                        11.25%





        CHESTERF  MO
        UNKNW                   120     0.99    $20,684.41
        MO              2578267 77.00 106               22000.00        6/13/96
        63017                   29                      12:00 AM
                                        9.49%



        MANASSAS  VA            120             $35,800.00
        UNKNW                   106     2.75    35800.00        6/25/06 
        VA              2578268 90.00                   6/25/96
        20110                   39
                                        11.25%



        SANDY  UT               120             $6,168.80
        UNKNW                   106     2.00    10800.00        6/13/06 
        UT              2578269 80.00                   6/13/96
        84093                   36
                                        10.5%



        SAN  JOSE CA            120             $39,180.13
        UNKNW                   105     2.75    39400.00        5/31/06 
        CA              2578270 90.00                   5/31/96
        95148                   39
                                        11.25%



        UTICA  MI               120             $26,745.87
        UNKNW                   106     0.99    27100.00        6/13/06 
        MI              2578271 80.00                   6/13/96
        48315                   37
                                        9.49%



        OAK  PARK MI            120             $29,261.88
        UNKNW                   106     0.99    29900.00        6/14/06 
        MI              2578272 80.00                   6/14/96
        48237                   0
                                        9.49%



        LOVELAND  CO            120             $99,370.44
        UNKNW                   106     0.99    100000.00 6/27/06 
        CO              2578273 61.00                   6/27/96
        80537                   46
                                        9.49%



        DIMONDAL  MI            120             $1,178.32
        UNKNW                   106     2.00    17200.00        6/19/06 
        MI              2578274 80.00                   6/19/96
        48821                   18
                                        10.5%



        CAMERON  MO             120             $9,939.29
        UNKNW                   106     1.99    10000.00        6/26/06 
        MO              2578275 90.00                   6/26/96
        64429                   29
                                        10.49%



        SPRINGVI  NY            120             $21,351.15
        UNKNW                   107     0.99    22200.00        7/11/06 
        NY              2578276 80.00                   7/11/96
        14141                   39
                                        9.49%



        TULSA  OK               120             $41,619.66
        UNKNW                   107     0.99    50000.00        7/19/06 
        OK              2578277 55.00                   7/19/96
        74148                   39
                                        9.49%





        6815  POLK AVE.
        DAYTON          120     0.99    $12,222.62
        OH              2578278 80.00 108               12900.00        8/1/96
        45414                   27                      12:00 AM
                                        9.49%



        LOWELL  MI              120             $14,938.30
        UNKNW                   106     1.75    15000.00        6/6/06 
        MI              2578279 90.00                   6/6/96
        49331                   42
                                        10.25%



        NEW  BALTIMORE MI       120             $14,425.92
        UNKNW                   106     2.00    35000.00        6/11/06 
        MI              2578280 69.00                   6/11/96
        48047                   32
                                        10.5%



        ALMONT  MI              120             $49,949.37
        UNKNW                   106     1.50    50000.00        6/4/06 
        MI              2578281 36.00                   6/4/96
        48003                   29
                                        10.%



        SEBASTOP  CA            120             $8,007.74
        UNKNW                   106     0.99    30000.00        6/4/06 
        CA              2578282 78.00                   6/4/96
        95472                   21
                                        9.49%



        PORT  CHARLOTTE FL      120             $20,822.93
        UNKNW                   106     0.99    23000.00        6/13/06 
        FL              2578283 63.00                   6/13/96
        33954                   44
                                        9.49%



        ROMULUS  MI             120             $49,949.70
        UNKNW                   107     0.99    50000.00        7/12/06 
        MI              2578284 62.00                   7/12/96
        48174                   42
                                        9.49%



        NAPERVIL  IL            120             $1,060.00
        UNKNW                   106     0.99    10000.00        6/20/06 
        IL              2578285 82.00                   6/20/96
        60540                   0
                                        9.49%



        ROYAL  OAK MI           120             $11,494.19
        UNKNW                   106     2.75    12000.00        6/13/06 
        MI              2578286 89.00                   6/13/96
        48067                   41
                                        11.25%



        NEW  MADISON OH 120             $36,000.00
        UNKNW                   106     2.75    36000.00        6/3/06 
        OH              2578287 90.00                   6/3/96
        45346                   52
                                        11.25%



        DAYTON  OH              120             $17,888.09
        UNKNW                   105     2.75    18200.00        5/29/06 
        OH              2578288 90.00                   5/29/96
        45431                   37
                                        11.25%





        BREWSTER  NY
        UNKNW                   120     2.75    $49,916.06
        NY              2578289 82.00 106               50000.00        6/17/96
        10509                   27                      12:00 AM
                                        11.25%



        666  S. WELLWOOD AVENUE 120             $23,328.24
        LINDENHURST             107     1.99    25900.00        7/30/06 
        NY              2578290 90.00                   7/30/96
        11757                   36
                                        10.49%



        BEAVERTO  OR            120             $25,280.61
        UNKNW                   106     2.75    30500.00        6/6/06 
        OR              2578291 90.00                   6/6/96
        97006                   29
                                        11.25%



        DESERT  HOT SPRINGS CA 120              $13,750.46
        UNKNW                   105     2.00    25200.00        5/29/06 
        CA              2578292 80.00                   5/29/96
        92241                   34
                                        10.5%



        DE  SOTO MO             120             $3,574.43
        UNKNW                   106     1.75    50000.00        6/6/06 
        MO              2578293 78.00                   6/6/96
        63020                   46
                                        10.25%



        RIPON  CA               120             $16,498.12
        UNKNW                   105     0.99    20000.00        5/31/06 
        CA              2578294 76.00                   5/31/96
        95366                   17
                                        9.49%



        304  TRAIL CREEK LOOP   120             $85,000.00
        ENNIS                   107     0.99    85000.00        7/17/06 
        MT              2578295 34.00                   7/17/96
        59729                   47
                                        9.49%



        YAKIMA,  WA.            120             $20,868.25
        UNKNW                   107     4.00    23000.00        7/22/06 
        WA              2578296 80.00                   7/22/96
        98902                   42
                                        9.22%



        PAPILLIO  NE            120             $29,062.92
        UNKNW                   106     0.99    30000.00        6/10/06 
        NE              2578297 80.00                   6/10/96
        68061                   35
                                        9.49%



        GILROY  CA              120             $47,931.61
        UNKNW                   106     1.75    75000.00        6/3/06 
        CA              2578298 74.00                   6/3/96
        95020                   45
                                        10.25%



        BERKLEY  MI             120             $24,406.53
        UNKNW                   106     1.49    24600.00        6/19/06 
        MI              2578299 77.00                   6/19/96
        48072                   39
                                        9.99%





        ROCHESTE  NY
        UNKNW                   120     1.75    $24,457.81
        NY              2578300 80.00 106               26000.00        6/10/96
        14626                   23                      12:00 AM
                                        10.25%



        YARDVILL  NJ            120             $29,051.10
        UNKNW                   105     0.99    30000.00        5/29/06 
        NJ              2578301 69.00                   5/29/96
        00000                   44
                                        9.49%



        LIVE  OAK CA            120             $10,638.52
        UNKNW                   106     2.00    13000.00        6/11/06 
        CA              2578302 80.00                   6/11/96
        95953                   20
                                        10.5%



        COLUMBIA  MI            120             $23,821.60
        UNKNW                   105     1.75    25000.00        5/24/06 
        MI              2578303 80.00                   5/24/96
        48421                   42
                                        10.25%



        MACOMB  MI              120             $33,895.25
        UNKNW                   106     0.99    34100.00        6/10/06 
        MI              2578304 80.00                   6/10/96
        48044                   25
                                        9.49%



        GLEN  ALLEN VA  120             $7,829.42
        UNKNW                   106     0.99    11000.00        6/11/06 
        VA              2578305 80.00                   6/11/96
        23060                   25
                                        9.49%



        PORTAGE  MI             120             $8,492.12
        UNKNW                   107     1.99    10000.00        7/3/06 
        MI              2578306 88.00                   7/3/96
        49002                   18
                                        10.49%



        ROSEAU  MN              120             $7,831.08
        UNKNW                   109     0.99    20000.00        9/17/06 
        MN              2578307 57.00                   9/17/96
        56751                   29
                                        9.49%



        SYLACAUG  AL            120             $14,993.53
        UNKNW                   105     3.00    15000.00        5/29/06 
        AL              2578308 83.00                   5/29/96
        35150                   22
                                        11.5%



        LAFAYETT  CA            120             $48,275.13
        UNKNW                   105     1.75    50000.00        5/24/06 
        CA              2578309 72.00                   5/24/96
        94549                   0
                                        10.25%



        KENMORE  NY             120             $5,789.52
        UNKNW                   106     0.99    25100.00        6/3/06 
        NY              2578310 36.00                   6/3/96
        14217                   29
                                        9.49%





        16  CHURCHILL LANE
        NEWTOWN         120     0.99    $38,976.40
        PA              2578311 24.00 108               40000.00        8/20/96
        18940                   35                      12:00 AM
                                        9.49%



        MC  CAMMON ID           120             $12,988.03
        UNKNW                   105     3.00    13000.00        5/23/06 
        ID              2578312 90.00                   5/23/96
        83250                   42
                                        11.5%



        SAN  RAFAEL CA  120             $14,649.02
        UNKNW                   105     3.00    15000.00        5/23/06 
        CA              2578313 84.00                   5/23/96
        94903                   42
                                        11.5%



        PASS  CHRISTIAN MS      120             $47,548.94
        UNKNW                   105     1.50    50000.00        5/28/06 
        MS              2578314 52.00                   5/28/96
        39571                   48
                                        10.%



        CASTRO  VALLEY CA       120             $6,500.00
        UNKNW                   105     3.00    50000.00        5/30/06 
        CA              2578315 87.00                   5/30/96
        94546                   44
                                        11.5%



        VISTA  CA               120             $25,000.00
        UNKNW                   105     3.00    44200.00        5/29/06 
        CA              2578316 90.00                   5/29/96
        92085                   41
                                        11.5%



        SUMNER  WA              120             $5,001.45
        UNKNW                   105     4.00    10000.00        5/30/06 
        WA              2578317 68.00                   5/30/96
        98390                   36
                                        9.22%



        BENSALEM  PA            120             $26,746.08
        UNKNW                   106     2.50    30000.00        6/19/06 
        PA              2578318 90.00                   6/19/96
        19020                   28
                                        11.%



        AURORA  OR              120             $29,192.45
        UNKNW                   107     0.99    30000.00        7/5/06 
        OR              2578319 42.00                   7/5/96
        97002                   26
                                        9.49%



        LEXINGTO  KY            120             $13,183.77
        UNKNW                   107     0.99    15600.00        7/5/06 
        KY              2578320 80.00                   7/5/96
        40516                   44
                                        9.49%



        GANSEVOO  NY            120             $22,454.50
        UNKNW                   106     0.99    25000.00        6/28/06 
        NY              2578321 85.00                   6/28/96
        12831                   36
                                        9.49%





        CHESTER  SPRINGS PA
        UNKNW                   120     0.99    $19,543.89
        PA              2578322 66.00 106               20000.00        6/26/96
        19425                   42                      12:00 AM
                                        9.49%



        WESTLAND  MI            120             $3,686.00
        UNKNW                   106     0.99    54000.00        6/6/06 
        MI              2578323 79.00                   6/6/96
        48186                   12
                                        9.49%



        HATFIELD  PA            120             $44,499.42
        UNKNW                   106     0.99    68000.00        6/27/06 
        PA              2578324 80.00                   6/27/96
        19440                   24
                                        9.49%



        DAVISON  MI             120             $24,883.37
        UNKNW                   106     0.99    25000.00        6/11/06 
        MI              2578325 76.00                   6/11/96
        48423                   33
                                        9.49%



        GRAND  LEDGE MI 120             $18,638.93
        UNKNW                   106     2.75    25500.00        6/11/06 
        MI              2578326 86.00                   6/11/96
        48837                   37
                                        11.25%



        STATELIN  NV            120             $58,512.63
        UNKNW                   106     1.50    60000.00        6/24/06 
        NV              2578327 69.00                   6/24/96
        89449                   40
                                        10.%



        CLINTON  TOWNSHIP MI    120             $14,795.12
        UNKNW                   106     3.00    16800.00        6/4/06 
        MI              2578328 90.00                   6/4/96
        48038                   42
                                        11.5%



        7  MILANO               120             $72,827.61
        SAN RAFAEL              107     0.99    78700.00        7/15/06 
        CA              2578329 75.00                   7/15/96
        94901                   46
                                        9.49%



        WYANDOTT  MI            120             $15,809.25
        UNKNW                   106     2.75    16000.00        6/11/06 
        MI              2578330 90.00                   6/11/96
        48192                   25
                                        11.25%



        BLOOMFIE  HILLS MI      120             $93,506.44
        UNKNW                   106     0.99    100000.00 6/11/06 
        MI              2578331 58.00                   6/11/96
        48302                   22
                                        9.49%



        ALBERT  LEA MN  120             $18,000.00
        UNKNW                   106     2.00    18000.00        6/13/06 
        MN              2578332 63.00                   6/13/96
        56007                   42
                                        10.5%





        LANCASTE  CA
        UNKNW                   120     3.00    $22,663.93
        CA              2578333 90.00 105               36000.00        5/23/96
        93534                   35                      12:00 AM
                                        11.5%



        FENTON  MI              120             $786.27
        UNKNW                   105     1.75    19000.00        5/24/06 
        MI              2578334 80.00                   5/24/96
        48430                   45
                                        10.25%



        MASTIC  NY              120             $7,926.42
        UNKNW                   106     0.99    10000.00        6/3/06 
        NY              2578335 76.00                   6/3/96
        11950                   26
                                        9.49%



        LAINGSBU  MI            120             $20,878.75
        UNKNW                   107     0.99    21300.00        7/1/06 
        MI              2578336 80.00                   7/1/96
        48848                   28
                                        9.49%



        CALEDONI  MI            120             $14,104.87
        UNKNW                   106     0.99    14200.00        6/4/06 
        MI              2578337 80.00                   6/4/96
        49316                   45
                                        9.49%



        ST.  JAMES MN           120             $11,996.94
        UNKNW                   107     1.99    12200.00        7/3/06 
        MN              2578338 90.00                   7/3/96
        56081                   35
                                        10.49%



        ROCHELLE  PARK NJ       120             $17,555.10
        UNKNW                   105     2.00    18400.00        5/30/06 
        NJ              2578339 80.00                   5/30/96
        07662                   47
                                        10.5%



        TROY  MI                120             $26,190.25
        UNKNW                   105     0.99    26200.00        5/29/06 
        MI              2578340 84.00                   5/29/96
        48098                   37
                                        9.49%



        HAMILTON  SQUARE NJ     120             $8,859.29
        UNKNW                   108     0.99    10000.00        8/7/06 
        NJ              2578341 80.00                   8/7/96
        08690                   18
                                        9.49%



        ROYAL  OAK MI           120             $19,676.86
        UNKNW                   105     2.00    19800.00        5/30/06 
        MI              2578342 80.00                   5/30/96
        48067                   32
                                        10.5%



        MARION  IA              120             $29,794.99
        UNKNW                   105     1.99    30000.00        5/22/06 
        IA              2578343 90.00                   5/22/96
        52302                   0
                                        10.49%





        ROCHESTE  MI
        UNKNW                   120     1.50    $28,124.05
        MI              2578344 80.00 105               49600.00        5/28/96
        48306                   30                      12:00 AM
                                        10.%



        TROY  OH                120             $28,068.11
        UNKNW                   106     2.25    48000.00        6/3/06 
        OH              2578345 90.00                   6/3/96
        45373                   32
                                        10.75%



        BEAVERTO  OR            120             $30,396.12
        UNKNW                   105     1.75    63300.00        5/24/06 
        OR              2578346 80.00                   5/24/96
        97006                   25
                                        10.25%



        ELKHORN  NE             120             $24,409.45
        UNKNW                   106     2.00    25000.00        6/7/06 
        NE              2578347 45.00                   6/7/96
        68022                   37
                                        10.5%



        SAINT  PETERS MO        120             $31,141.86
        UNKNW                   106     0.99    33200.00        6/14/06 
        MO              2578348 80.00                   6/14/96
        63376                   36
                                        9.49%



        OAKLAND  CA             120             $24,230.97
        UNKNW                   107     0.99    25000.00        7/16/06 
        CA              2578349 30.00                   7/16/96
        94621                   37
                                        9.49%



        MANSFIEL  OH            120             $46,310.21
        UNKNW                   107     0.99    47800.00        7/11/06 
        OH              2578350 80.00                   7/11/96
        44904                   33
                                        9.49%



        GRAND  BLANC MI 120             $29,764.15
        UNKNW                   107     1.99    30000.00        7/18/06 
        MI              2578351 90.00                   7/18/96
        48439                   40
                                        10.49%



        LARGO  FL               120             $7,604.45
        UNKNW                   106     0.99    10000.00        6/10/06 
        FL              2578352 78.00                   6/10/96
        34641                   26
                                        9.49%



        2149  NORTH MELVINA AVENUE 120          $15,039.19
        CHICAGO         108     1.99    15700.00        8/9/06 
        IL              2578353 90.00                   8/9/96
        60639                   30
                                        10.49%



        AUBURN  PA              120             $21,470.06
        UNKNW                   106     0.99    27000.00        6/3/06 
        PA              2578354 79.00                   6/3/96
        17922                   36
                                        9.49%





        EDDINGTO  ME
        UNKNW                   120     2.00    $9,705.49
        ME              2578355 75.00 105               18200.00        5/22/96
        04428                   28                      12:00 AM
                                        10.5%



        STEAMBOA  SPRINGS CO    120             $11,981.39
        UNKNW                   106     0.99    50000.00        6/14/06 
        CO              2578356 66.00                   6/14/96
        80477                   37
                                        9.49%



        TREMONTO  UT            120             $18,200.27
        UNKNW                   106     0.99    30000.00        6/25/06 
        UT              2578357 61.00                   6/25/96
        84337                   41
                                        9.49%



        SANDY  UT               120             $29,805.20
        UNKNW                   105     0.99    30000.00        5/30/06 
        UT              2578358 75.00                   5/30/96
        84093                   33
                                        9.49%



        HOLBROOK  NY            120             $39,074.63
        UNKNW                   105     1.75    51000.00        5/21/06 
        NY              2578359 74.00                   5/21/96
        11741                   21
                                        10.25%



        MONTROSE  CO            120             $80,003.12
        UNKNW                   105     1.50    82500.00        5/21/06 
        CO              2578360 58.00                   5/21/96
        81401                   44
                                        10.%



        COLUMBIA  TN            120             $13,067.15
        UNKNW                   105     2.75    13700.00        5/31/06 
        TN              2578361 90.00                   5/31/96
        38401                   36
                                        11.25%



        CORAL  SPRINGS FL       120             $29,511.00
        UNKNW                   106     0.99    30000.00        6/11/06 
        FL              2578362 67.00                   6/11/96
        33067                   36
                                        9.49%



        MOORE  SC               120             $23,511.16
        UNKNW                   106     0.99    26000.00        6/5/06 
        SC              2578363 80.00                   6/5/96
        29369                   22
                                        9.49%



        HAMBURG  PA             120             $18,582.54
        UNKNW                   105     2.00    30000.00        5/23/06 
        PA              2578364 56.00                   5/23/96
        19526                   46
                                        10.5%



        HASLETT  MI             120             $38,947.11
        UNKNW                   106     0.99    39200.00        6/24/06 
        MI              2578365 80.00                   6/24/96
        48840                   45
                                        9.49%





        DES  MOINES IA
        UNKNW                   120     0.99    $25,302.89
        IA              2578366 80.00 105               26900.00        5/31/96
        50310                   44                      12:00 AM
                                        9.49%



        12911  RD 62            120             $28,633.86
        DALTON                  108     0.99    28700.00        8/15/06 
        NE              2578367 80.00                   8/15/96
        69131                   29
                                        9.49%



        40  N. SUNSET DRIVE     120             $39,676.44
        PETERSBURG              107     1.49    40000.00        7/29/06 
        NJ              2578368 52.00                   7/29/96
        08270                   32
                                        9.99%



        ROCKY  MOUNT NC 120             $19,896.48
        UNKNW                   105     1.99    20200.00        5/21/06 
        NC              2578369 90.00                   5/21/96
        27803                   28
                                        10.49%



        HUDSONVI  MI            120             $32,250.76
        UNKNW                   105     2.50    33500.00        5/31/06 
        MI              2578370 90.00                   5/31/96
        49426                   36
                                        11.%



        ELBERT  CO              120             $29,070.77
        UNKNW                   106     1.75    30000.00        6/10/06 
        CO              2578371 78.00                   6/10/96
        80106                   20
                                        10.25%



        KANSAS  CITY KS 120             $13,937.99
        UNKNW                   106     0.99    14000.00        6/10/06 
        KS              2578372 80.00                   6/10/96
        66109                   39
                                        9.49%



        SAINT  LOUIS MO 120             $57,321.12
        UNKNW                   106     0.99    100000.00 6/19/06 
        MO              2578373 57.00                   6/19/96
        63131                   35
                                        9.49%



        46  LOCUST STREET       120             $49,969.31
        GREENVALE               110     1.99    50000.00        10/8/06 
        NY              2578374 89.00                   10/8/96
        11548                   29
                                        10.49%



        SOMERVIL  NJ            120             $59,867.11
        UNKNW                   106     0.99    60000.00        6/11/06 
        NJ              2578375 79.00                   6/11/96
        08876                   40
                                        9.49%



        CHECOTAH  OK            120             $28,405.15
        UNKNW                   106     0.99    30000.00        6/25/06 
        OK              2578376 74.00                   6/25/96
        74426                   42
                                        9.49%





        CHESTERF  TWP MI
        UNKNW                   120     1.75    $23,349.79
        MI              2578377 80.00 105               36600.00        5/23/96
        48047                   0                       12:00 AM
                                        10.25%



        DOVER  TOWNSHIP NJ      120             $18,906.11
        UNKNW                   106     2.75    27400.00        6/7/06 
        NJ              2578378 90.00                   6/7/96
        08753                   36
                                        11.25%



        SOUTH  LYON MI  120             $26,099.80
        UNKNW                   105     2.50    26100.00        5/17/06 
        MI              2578379 90.00                   5/17/96
        48178                   39
                                        11.%



        635  WOODLAWN           120             $13,073.37
        TRAER                   106     1.99    14300.00        6/26/06 
        IA              2578380 90.00                   6/26/96
        50675                   31
                                        10.49%



        21401  NORTH MIDDLEVILLE  120           $17,090.41
        HASTINGS                107     0.99    30000.00        7/11/06 
        MI              2578381 70.00                   7/11/96
        49058                   25
                                        9.49%



        PARK  CITY UT           120             $27,220.45
        UNKNW                   106     1.75    30000.00        6/5/06 
        UT              2578382 79.00                   6/5/96
        84098                   39
                                        10.25%



        15701  WINDMILL POINTE DRIVE 120                $52,026.31
        GROSSE POINTE           109     0.99    100000.00 9/18/06 
        MI              2578383 62.00                   9/18/96
        48230                   16
                                        9.49%



        NILES  OH               120             $15,123.51
        UNKNW                   106     0.99    15300.00        6/12/06 
        OH              2578384 80.00                   6/12/96
        44446                   0
                                        9.49%



        GRAND  BLANC MI 120             $29,697.82
        UNKNW                   105     1.25    30000.00        5/20/06 
        MI              2578385 64.00                   5/20/96
        48439                   21
                                        9.75%



        WOODLAND  MI            120             $14,373.53
        UNKNW                   105     1.75    50000.00        5/21/06 
        MI              2578386 77.00                   5/21/96
        48897                   46
                                        10.25%



        UPLAND  CA              120             $10,658.55
        UNKNW                   105     3.00    10700.00        5/17/06 
        CA              2578387 84.00                   5/17/96
        91786                   28
                                        11.5%





        SILVER  SPRING MD
        UNKNW                   120     2.00    $4,088.59
        MD              2578388 80.00 105               25000.00        5/29/96
        20906                   38                      12:00 AM
                                        10.5%



        WINTER  HAVEN FL        120             $10,002.00
        UNKNW                   107     0.99    10000.00        7/3/06 
        FL              2578389 25.00                   7/3/96
        33881                   34
                                        9.49%



        STERLING  HEIGHTS MI    120             $6,900.00
        UNKNW                   106     0.99    10000.00        6/4/06 
        MI              2578390 78.00                   6/4/96
        48310                   27
                                        9.49%



        MAMMOTH  LAKES CA       120             $42,125.80
        UNKNW                   106     0.99    45000.00        6/26/06 
        CA              2578391 80.00                   6/26/96
        93546                   43
                                        9.49%



        MESA  AZ                120             $21,030.12
        UNKNW                   106     1.99    26000.00        6/11/06 
        AZ              2578392 83.00                   6/11/96
        85206                   36
                                        10.49%



        15  WASHINGTON VALLEY  120              $32,472.99
        MORRISTOWN              108     0.99    100000.00 8/15/06 
        NJ              2578393 52.00                   8/15/96
        07960                   27
                                        9.49%



        LAS  VEGAS, NV  120             $45,438.37
        UNKNW                   106     0.99    50000.00        6/26/06 
        NV              2578394 34.00                   6/26/96
        89126                   22
                                        9.49%



        MARQUETT  MI            120             $7,764.84
        UNKNW                   105     0.99    10000.00        5/21/06 
        MI              2578395 12.00                   5/21/96
        49855                   48
                                        9.49%



        OCEAN  VIEW DE  120             $21,589.96
        UNKNW                   107     0.99    21900.00        7/9/06 
        DE              2578396 80.00                   7/9/96
        19970                   36
                                        9.49%



        ROME  NY                120             $10,594.72
        UNKNW                   105     0.99    16900.00        5/23/06 
        NY              2578397 80.00                   5/23/96
        13440                   22
                                        9.49%



        SOUTHBUR  CT            120             $45,896.91
        UNKNW                   106     0.99    80800.00        6/12/06 
        CT              2578398 80.00                   6/12/96
        06488                   40
                                        9.49%





        WEST  BLOOMFIELD MI
        UNKNW                   120     1.99    $29,744.30
        MI              2578399 90.00 106               30400.00        6/18/96
        48324                   0                       12:00 AM
                                        10.49%



        SAN  MARCOS, CA 120             $49,879.80
        UNKNW                   105     2.50    50000.00        5/21/06 
        CA              2578400 89.00                   5/21/96
        92069                   28
                                        11.%



        MIDDLEVI  MI            120             $15,661.14
        UNKNW                   105     2.75    17000.00        5/20/06 
        MI              2578401 90.00                   5/20/96
        49333                   39
                                        11.25%



        PLAINFIE  IN            120             $34,866.77
        UNKNW                   105     1.99    36700.00        5/30/06 
        IN              2578402 90.00                   5/30/96
        46168                   40
                                        10.49%



        23257  ALCO DRIVE       120             $71,087.82
        WATERFORD               107     0.99    90000.00        7/10/06 
        MI              2578403 69.00                   7/10/96
        48329                   37
                                        9.49%



        ELKO  NV                120             $26,274.70
        UNKNW                   105     1.75    30000.00        5/24/06 
        NV              2578404 73.00                   5/24/96
        89801                   25
                                        10.25%



        SAN  DIEGO CA           120             $13,712.26
        UNKNW                   105     3.00    17200.00        5/16/06 
        CA              2578405 90.00                   5/16/96
        92154                   32
                                        11.5%



        BIG  PINE CA            120             $28,999.86
        UNKNW                   105     2.75    29800.00        5/17/06 
        CA              2578406 90.00                   5/17/96
        93513                   35
                                        11.25%



        MATTAPOI  MA            120             $17,211.09
        UNKNW                   105     3.00    18600.00        5/16/06 
        MA              2578407 90.00                   5/16/96
        02739                   0
                                        11.5%



        WILLIAMS  VA            120             $15,501.42
        UNKNW                   105     3.00    16000.00        5/21/06 
        VA              2578408 90.00                   5/21/96
        23185                   38
                                        11.5%



        CERRITOS  CA            120             $22,110.92
        UNKNW                   105     3.00    33000.00        5/15/06 
        CA              2578409 90.00                   5/15/96
        90703                   36
                                        11.5%





        ARDSLEY  PA
        UNKNW                   120     1.99    $28,017.60
        PA              2578410 90.00 105               28200.00        5/31/96
        19038                   33                      12:00 AM
                                        10.49%



        ARLINGTO  HEIGHTS IL    120             $97,601.41
        UNKNW                   106     0.99    100000.00 6/10/06 
        IL              2578411 58.00                   6/10/96
        60005                   6
                                        9.49%



        RED  WING MN            120             $18,564.20
        UNKNW                   105     0.99    20600.00        5/30/06 
        MN              2578412 80.00                   5/30/96
        55066                   17
                                        9.49%



        TRINIDAD  CO            120             $30,819.53
        UNKNW                   105     1.75    58400.00        5/21/06 
        CO              2578413 80.00                   5/21/96
        81082                   38
                                        10.25%



        DEARBORN  MI            120             $20,037.17
        UNKNW                   105     2.75    26100.00        5/30/06 
        MI              2578414 90.00                   5/30/96
        48124                   32
                                        11.25%



        ANN  ARBOR MI           120             $35,768.69
        UNKNW                   106     1.50    67900.00        6/7/06 
        MI              2578415 80.00                   6/7/96
        48104                   42
                                        10.%



        ARVADA  CO              120             $25,515.45
        UNKNW                   105     2.75    25900.00        5/17/06 
        CO              2578416 90.00                   5/17/96
        80003                   27
                                        11.25%



        DOLTON  IL              120             $6,203.81
        UNKNW                   106     0.99    10000.00        6/10/06 
        IL              2578417 39.00                   6/10/96
        60419                   25
                                        9.49%



        1418  RAINER ROAD       120             $12,799.78
        BROOKHAVEN              107     0.99    12900.00        7/15/06 
        PA              2578418 80.00                   7/15/96
        19015                   37
                                        9.49%



        OAK  FOREST IL  120             $28,772.36
        UNKNW                   106     0.99    30000.00        6/4/06 
        IL              2578419 77.00                   6/4/96
        60452                   30
                                        9.49%



        UTICA  MI               120             $284.35
        UNKNW                   106     2.00    26800.00        6/21/06 
        MI              2578420 90.00                   6/21/96
        48315                   29
                                        10.5%





        ROCHESTE  HILLS MI
        UNKNW                   120     2.00    $13,201.48
        MI              2578421 86.00 106               28400.00        6/10/96
        48307                   30                      12:00 AM
                                        10.5%



        FLORIEN  LA             120             $19,375.52
        UNKNW                   105     0.99    19500.00        5/30/06 
        LA              2578422 80.00                   5/30/96
        71429                   44
                                        9.49%



        REDWOOD  CITY CA        120             $46,910.64
        UNKNW                   106     1.49    50000.00        6/10/06 
        CA              2578423 68.00                   6/10/96
        94062                   36
                                        9.99%



        TROY  NY                120             $17,020.64
        UNKNW                   105     0.99    17100.00        5/28/06 
        NY              2578424 80.00                   5/28/96
        12180                   42
                                        9.49%



        CASTRO  VALLEY CA       120             $26,662.13
        UNKNW                   105     0.99    30000.00        5/21/06 
        CA              2578425 76.00                   5/21/96
        94546                   42
                                        9.49%



        LAS  VEGAS NV           120             $9,954.52
        UNKNW                   105     3.00    10000.00        5/21/06 
        NV              2578426 90.00                   5/21/96
        89102                   27
                                        11.5%



        104  CHATHAM ROAD       120             $24,601.10
        SHORT HILLS             106     1.99    25000.00        6/24/06 
        NJ              2578427 86.00                   6/24/96
        07078                   34
                                        10.49%



        JACKSONV  FL            120             $23,424.31
        UNKNW                   105     3.00    25000.00        5/14/06 
        FL              2578428 84.00                   5/14/96
        32259                   36
                                        11.5%



        WINNEMUC  NV            120             $50,258.17
        UNKNW                   105     1.50    54500.00        5/28/06 
        NV              2578429 80.00                   5/28/96
        89445                   31
                                        10.%



        LIVONIA  MI             120             $14,527.45
        UNKNW                   105     2.75    14900.00        5/17/06 
        MI              2578430 90.00                   5/17/96
        48150                   41
                                        11.25%



        SHELL  LAKE WI  120             $6,532.74
        UNKNW                   106     0.99    10000.00        6/20/06 
        WI              2578431 59.00                   6/20/96
        54871                   25
                                        9.49%





        MURRIETA  CA
        UNKNW                   120     0.99    $26,024.29
        CA              2578432 80.00 106               52000.00        6/3/96
        92562                   0                       12:00 AM
                                        9.49%



        CLARENDO  HILLS IL      120             $57,317.92
        UNKNW                   105     0.99    60000.00        5/30/06 
        IL              2578433 68.00                   5/30/96
        60514                   32
                                        9.49%



        GREAT  FALLS MT 120             $10,050.22
        UNKNW                   106     1.49    16000.00        6/20/06 
        MT              2578434 80.00                   6/20/96
        59405                   35
                                        9.99%



        POLAND  ME              120             $16,912.26
        UNKNW                   105     3.00    17300.00        5/22/06 
        ME              2578435 90.00                   5/22/96
        04274                   31
                                        11.5%



        GUALALA  CA             120             $8,824.89
        UNKNW                   105     3.00    33900.00        5/24/06 
        CA              2578436 90.00                   5/24/96
        95445                   0
                                        11.5%



        TROY  MI                120             $15,403.14
        UNKNW                   105     3.00    17400.00        5/16/06 
        MI              2578437 90.00                   5/16/96
        48083                   28
                                        11.5%



        ANCHORAG  AK            120             $73,655.57
        UNKNW                   105     1.50    74800.00        5/22/06 
        AK              2578438 80.00                   5/22/96
        99503                   44
                                        10.%



        LANGHORN  PA            120             $2,355.36
        UNKNW                   106     0.99    10000.00        6/12/06 
        PA              2578439 67.00                   6/12/96
        19047                   41
                                        9.49%



        HAMILTON  NJ            120             $24,844.19
        UNKNW                   107     1.99    28500.00        7/2/06 
        NJ              2578440 90.00                   7/2/96
        08330                   40
                                        10.49%



        BIRMINGH  AL            120             $14,375.92
        UNKNW                   108     0.99    15000.00        8/28/06 
        AL              2578441 66.00                   8/28/96
        35228                   36
                                        9.49%



        ANDERSON  IN            120             $42,620.38
        UNKNW                   106     0.99    45000.00        6/4/06 
        IN              2578442 74.00                   6/4/96
        46011                   37
                                        9.49%





        FRANKLIN  LAKES NJ
        UNKNW                   120     1.50    $110,772.90
        NJ              2578443 73.00 105               286600.00 5/28/96
        07417                   35                      12:00 AM
                                        10.%



        POMPTON  LAKES NJ       120             $19,384.97
        UNKNW                   105     2.00    20000.00        5/20/06 
        NJ              2578444 57.00                   5/20/96
        07442                   42
                                        10.5%



        BRIGHTON  MI            120             $21,976.00
        UNKNW                   105     2.50    48100.00        5/21/06 
        MI              2578445 90.00                   5/21/96
        48116                   34
                                        11.%



        AVON  CO                120             $48,020.17
        UNKNW                   105     1.75    50000.00        5/17/06 
        CO              2578446 35.00                   5/17/96
        81620                   36
                                        10.25%



        MIAMI  FL               120             $28,745.11
        UNKNW                   106     0.99    30000.00        6/4/06 
        FL              2578447 69.00                   6/4/96
        33133                   32
                                        9.49%



        LAKE  FOREST CA 120             $21,977.96
        UNKNW                   106     2.00    24200.00        6/6/06 
        CA              2578448 80.00                   6/6/96
        92630                   43
                                        10.5%



        VERNON  HILLS IL        120             $11,413.77
        UNKNW                   106     2.00    12000.00        6/3/06 
        IL              2578449 88.00                   6/3/96
        60061                   39
                                        10.5%



        THOUSAND  OAKS CA       120             $46,616.64
        UNKNW                   106     0.99    50000.00        6/13/06 
        CA              2578450 74.00                   6/13/96
        91362                   43
                                        9.49%



        MANHATTE  BEACH CA      120             $8,425.97
        UNKNW                   106     0.99    10000.00        6/28/06 
        CA              2578451 38.00                   6/28/96
        90266                   39
                                        9.49%



        BONNE  TERRE MO 120             $18,645.55
        UNKNW                   105     0.99    22000.00        5/30/06 
        MO              2578452 80.00                   5/30/96
        63628                   27
                                        9.49%



        NEW  HARTFORD IA        120             $12,657.22
        UNKNW                   105     2.75    12700.00        5/24/06 
        IA              2578453 90.00                   5/24/96
        50660                   40
                                        11.25%





        KETTERIN  OH
        UNKNW                   120     0.99    $21,130.56
        OH              2578454 74.00 107               25000.00        7/8/96
        45409                   24                      12:00 AM
                                        9.49%



        WASHINGT  TOWNSHIP MI   120             $29,883.87
        UNKNW                   105     1.50    43900.00        5/29/06 
        MI              2578455 80.00                   5/29/96
        48095                   39
                                        10.%



        BERKLEY  MI             120             $33,347.33
        UNKNW                   105     2.75    44200.00        5/21/06 
        MI              2578456 90.00                   5/21/96
        48072                   31
                                        11.25%



        ROWLEY  MA              120             $15,427.79
        UNKNW                   105     3.00    16400.00        5/20/06 
        MA              2578457 90.00                   5/20/96
        01969                   39
                                        11.5%



        ROCHESTE  MI            120             $35,177.53
        UNKNW                   105     2.25    35800.00        5/20/06 
        MI              2578458 90.00                   5/20/96
        48307                   35
                                        10.75%



        GUILFORD  CT            120             $17,227.25
        UNKNW                   106     2.00    64000.00        6/9/06 
        CT              2578459 80.00                   6/9/96
        06437                   29
                                        10.5%



        ANCHORAG  AK            120             $36,363.02
        UNKNW                   105     2.75    37500.00        5/9/06 
        AK              2578460 90.00                   5/9/96
        99508                   31
                                        11.25%



        OLATHE  KS              120             $28,000.00
        UNKNW                   105     0.99    30000.00        5/20/06 
        KS              2578461 53.00                   5/20/96
        66061                   13
                                        9.49%



        DETROIT  MI             120             $22,008.93
        UNKNW                   105     1.99    22100.00        5/29/06 
        MI              2578462 90.00                   5/29/96
        48221                   29
                                        10.49%



        JENKINTO  PA            120             $43,711.43
        UNKNW                   105     1.50    45200.00        5/29/06 
        PA              2578463 90.00                   5/29/96
        19046                   42
                                        10.%



        64  MILL POND LN        120             $27,813.81
        DUXBURY         108     0.99    30000.00        8/13/06 
        MA              2578464 48.00                   8/13/96
        02332                   23
                                        9.49%





        MANSFIEL  OH
        UNKNW                   120     0.99    $12,749.20
        OH              2578465 39.00 105               30000.00        5/20/96
        44903                   22                      12:00 AM
                                        9.49%



        ROCKVILL  MD            120             $10,671.70
        UNKNW                   106     1.99    18800.00        6/7/06 
        MD              2578466 90.00                   6/7/96
        20853                   37
                                        10.49%



        LA  PORTE CITY IA       120             $26,345.25
        UNKNW                   105     1.75    30000.00        5/13/06 
        IA              2578467 66.00                   5/13/96
        50651                   41
                                        10.25%



        HAMILTON  MT            120             $20,140.31
        UNKNW                   105     0.99    25000.00        5/28/06 
        MT              2578468 80.00                   5/28/96
        59840                   37
                                        9.49%



        WATERFOR  MI            120             $28,084.31
        UNKNW                   106     0.99    30000.00        6/20/06 
        MI              2578469 71.00                   6/20/96
        48329                   27
                                        9.49%



        TROY  MI                120             $19,803.86
        UNKNW                   105     0.99    30000.00        5/17/06 
        MI              2578470 80.00                   5/17/96
        48098                   27
                                        9.49%



        21911  SHERWOOD 120             $21,827.60
        MONROE                  106     0.99    40000.00        6/20/06 
        LA              2578471 82.00                   6/20/96
        71201                   36
                                        9.49%



        WEST  ISLIP NY  120             $22,864.62
        UNKNW                   106     2.00    25100.00        6/5/06 
        NY              2578472 68.00                   6/5/96
        11795                   43
                                        10.5%



        LOS  ANGELES CA 120             $31,525.88
        UNKNW                   106     0.99    35000.00        6/5/06 
        CA              2578473 47.00                   6/5/96
        90065                   34
                                        9.49%



        LA  MESA CA             120             $41,048.39
        UNKNW                   105     1.75    41200.00        5/14/06 
        CA              2578474 90.00                   5/14/96
        91941                   32
                                        10.25%



        REEDSBUR  WI            120             $12,052.32
        UNKNW                   105     3.00    12200.00        5/9/06 
        WI              2578475 90.00                   5/9/96
        53959                   33
                                        11.5%





        EAST  BETHANY NY
        UNKNW                   120     1.25    $73,271.15
        NY              2578476 80.00 106               74400.00        6/6/96
        14054                   33                      12:00 AM
                                        9.75%



        MIAMI  FL               120             $67,386.45
        UNKNW                   106     0.99    70000.00        6/11/06 
        FL              2578477 69.00                   6/11/96
        33125                   32
                                        9.49%



        SPRING  HILL TN 120             $40,842.16
        UNKNW                   105     2.50    40900.00        5/21/06 
        TN              2578478 90.00                   5/21/96
        37174                   39
                                        11.%



        COLORADO  SPRINGS CO    120             $13,630.07
        UNKNW                   105     3.00    13700.00        5/14/06 
        CO              2578479 90.00                   5/14/96
        80910                   37
                                        11.5%



        44  FEDERATION ROAD     120             $40,190.85
        BEDFORD         108     2.75    41500.00        8/15/06 
        NH              2578480 90.00                   8/15/96
        03110                   32
                                        11.25%



        BOULDER  CO             120             $47,000.00
        UNKNW                   106     0.99    50000.00        6/7/06 
        CO              2578481 73.00                   6/7/96
        80303                   44
                                        9.49%



        6515  DUPONT STREET     120             $369.36
        FLINT                   105     0.99    24800.00        5/14/06 
        MI              2578482 80.00                   5/14/96
        48505                   27
                                        9.49%



        MARKLE  IN              120             $26,953.63
        UNKNW                   105     2.50    27000.00        5/9/06 
        IN              2578483 90.00                   5/9/96
        46770                   40
                                        11.%



        LOMBARD  IL             120             $31,447.90
        UNKNW                   105     1.50    31500.00        5/15/06 
        IL              2578484 80.00                   5/15/96
        60148                   43
                                        10.%



        TOPSFIEL  MA            120             $22,127.72
        UNKNW                   105     2.00    22600.00        5/23/06 
        MA              2578485 80.00                   5/23/96
        01983                   33
                                        10.5%



        LONG  BEACH CA  120             $29,991.17
        UNKNW                   105     2.50    50000.00        5/9/06 
        CA              2578486 90.00                   5/9/96
        90807                   12
                                        11.%





        QUINCY  MA
        UNKNW                   120     2.00    $22,045.05
        MA              2578487 80.00 105               28900.00        5/23/96
        02171                   39                      12:00 AM
                                        10.5%



        ROSELLE,  IL            120             $9,438.15
        UNKNW                   105     0.99    100000.00 5/30/06 
        IL              2578488 60.00                   5/30/96
        60172                   38
                                        9.49%



        WAKE  FOREST NC 120             $11,623.06
        UNKNW                   106     2.75    11900.00        6/13/06 
        NC              2578489 90.00                   6/13/96
        27587                   42
                                        11.25%



        DEARBORN  HEIGHTS MI    120             $20,829.90
        UNKNW                   109     0.99    21000.00        9/3/06 
        MI              2578490 80.00                   9/3/96
        48215                   30
                                        9.49%



        FRIES  VA               120             $42,824.12
        UNKNW                   106     0.99    44800.00        6/28/06 
        VA              2578491 80.00                   6/28/96
        24330                   36
                                        9.49%



        EDMOND  OK              120             $17,933.84
        UNKNW                   105     0.99    18200.00        5/20/06 
        OK              2578492 80.00                   5/20/96
        73003                   13
                                        9.49%



        ALBANY  NY              120             $19,753.37
        UNKNW                   106     1.99    20200.00        6/7/06 
        NY              2578493 90.00                   6/7/96
        12205                   39
                                        10.49%



        TAYLOR  MILL KY 120             $19,800.00
        UNKNW                   105     1.99    20800.00        5/22/06 
        KY              2578494 89.00                   5/22/96
        41015                   0
                                        10.49%



        BOX  131   25 N. 2ND STREET 120         $13,917.91
        COHASSET                107     0.99    14600.00        7/19/06 
        MN              2578495 80.00                   7/19/96
        55721                   43
                                        9.49%



        ORIENT,  OH             120             $12,368.50
        UNKNW                   107     0.99    13000.00        7/4/06 
        OH              2578496 65.00                   7/4/96
        43146                   29
                                        9.49%



        ZIMMERMA  MN            120             $10,209.59
        UNKNW                   107     1.99    10300.00        7/10/06 
        MN              2578497 90.00                   7/10/96
        55398                   33
                                        10.49%





        DAYTON  NJ
        UNKNW                   120     0.99    $13,116.37
        NJ              2578498 43.00 105               15000.00        5/29/96
        08810                   42                      12:00 AM
                                        9.49%



        EAST  MEADOW NY 120             $13,963.31
        UNKNW                   106     0.99    14400.00        6/7/06 
        NY              2578499 80.00                   6/7/96
        11554                   37
                                        9.49%



        SACO  ME                120             $11,799.70
        UNKNW                   106     0.99    22600.00        6/7/06 
        ME              2578500 80.00                   6/7/96
        04072                   40
                                        9.49%



        OLIVEBRI  NY            120             $21,373.58
        UNKNW                   106     0.99    30000.00        6/5/06 
        NY              2578501 79.00                   6/5/96
        12461                   44
                                        9.49%



        SAN  PEDRO CA           120             $29,417.38
        UNKNW                   106     0.99    30000.00        6/5/06 
        CA              2578502 53.00                   6/5/96
        90731                   52
                                        9.49%



        LAS  VEGAS NV           120             $30,517.55
        UNKNW                   106     1.99    30700.00        6/3/06 
        NV              2578503 90.00                   6/3/96
        89128                   39
                                        10.49%



        CINCINNA  OH            120             $15,228.72
        UNKNW                   105     0.99    30000.00        5/29/06 
        OH              2578504 62.00                   5/29/96
        45224                   30
                                        9.49%



        REEDSBUR  WI            120             $27,819.10
        UNKNW                   106     1.99    27900.00        6/7/06 
        WI              2578505 90.00                   6/7/96
        53959                   41
                                        10.49%



        PLAINFIE  CT            120             $6,466.60
        UNKNW                   106     0.99    10000.00        6/13/06 
        CT              2578506 62.00                   6/13/96
        06374                   21
                                        9.49%



        TORRANCE  CA            120             $15,544.87
        UNKNW                   106     0.99    24200.00        6/4/06 
        CA              2578507 80.00                   6/4/96
        90503                   18
                                        9.49%



        OGALLALA  NE            120             $10,178.33
        UNKNW                   106     0.99    10200.00        6/4/06 
        NE              2578508 80.00                   6/4/96
        69153                   36
                                        9.49%





        ANCHORAG  AK
        UNKNW                   120     1.99    $31,598.49
        AK              2578509 90.00 105               31800.00        5/30/96
        99511                   48                      12:00 AM
                                        10.49%



        DURHAM  NH              120             $19,890.80
        UNKNW                   106     0.99    20000.00        6/12/06 
        NH              2578510 70.00                   6/12/96
        03824                   44
                                        9.49%



        KIRKVILL  NY            120             $15,967.83
        UNKNW                   105     0.99    28200.00        5/22/06 
        NY              2578511 80.00                   5/22/96
        13082                   36
                                        9.49%



        108  WEST OAK           120             $20,258.15
        WARRENTON               107     0.99    20600.00        7/16/06 
        MO              2578512 80.00                   7/16/96
        63383                   18
                                        9.49%



        34  AUBLE ROAD  120             $69,688.86
        BLAIRSTOWN              108     0.99    70000.00        8/14/06 
        NJ              2578513 35.00                   8/14/96
        07825                   48
                                        9.49%



        ARVADA  CO              120             $18,207.12
        UNKNW                   105     2.00    18700.00        5/10/06 
        CO              2578514 79.00                   5/10/96
        80003                   34
                                        10.5%



        GRANT  MI               120             $21,481.52
        UNKNW                   105     3.00    33800.00        5/9/06 
        MI              2578515 90.00                   5/9/96
        49327                   35
                                        11.5%



        17  TELLER DRIVE        120             $16,848.43
        ASHLAND         107     2.00    25000.00        7/25/06 
        MA              2578516 64.00                   7/25/96
        01721                   27
                                        10.5%



        BILLERIC  MA            120             $21,944.90
        UNKNW                   105     2.00    23400.00        5/23/06 
        MA              2578517 80.00                   5/23/96
        01821                   40
                                        10.5%



        STILLWAT  TOWNSHIP NJ   120             $4,989.32
        UNKNW                   105     3.00    10000.00        5/7/06 
        NJ              2578518 7.00                    5/7/96
        07860                   0
                                        11.5%



        LAS  GATOS CA           120             $23,051.72
        UNKNW                   106     3.00    37900.00        6/20/06 
        CA              2578519 90.00                   6/20/96
        95030                   35
                                        11.5%





        SHELBY  TOWNSHIP MI
        UNKNW                   120     1.99    $29,418.34
        MI              2578520 90.00 105               34700.00        5/31/96
        48316                   32                      12:00 AM
                                        10.49%



        JEROME  MI              120             $24,820.36
        UNKNW                   105     0.99    30000.00        5/17/06 
        MI              2578521 78.00                   5/17/96
        49249                   25
                                        9.49%



        MABLETON  GA            120             $3,077.74
        UNKNW                   105     2.75    50000.00        5/8/06 
        GA              2578522 85.00                   5/8/96
        30059                   22
                                        11.25%



        SANTA  ROSA CA  120             $31,663.09
        UNKNW                   105     2.75    34500.00        5/13/06 
        CA              2578523 90.00                   5/13/96
        95409                   28
                                        11.25%



        POUGHKEE  NY            120             $49,010.00
        UNKNW                   106     0.99    50000.00        6/5/06 
        NY              2578524 42.00                   6/5/96
        12603                   28
                                        9.49%



        SPRING  HILL FL 120             $28,773.42
        UNKNW                   106     1.99    28900.00        6/5/06 
        FL              2578525 90.00                   6/5/96
        34608                   32
                                        10.49%



        KINGSTON  NY            120             $18,606.74
        UNKNW                   106     0.99    20000.00        6/5/06 
        NY              2578526 71.00                   6/5/96
        12401                   44
                                        9.49%



        ADA  MI         120             $38,730.20
        UNKNW                   106     0.99    40000.00        6/12/06 
        MI              2578527 78.00                   6/12/96
        49301                   28
                                        9.49%



        NEWBURY  PARK CA        120             $96,032.96
        UNKNW                   105     1.00    100000.00 5/10/06 
        CA              2578528 61.00                   5/10/96
        91320                   22
                                        9.5%



        ANCHORAG  AK            120             $66,300.12
        UNKNW                   105     1.50    66500.00        5/24/06 
        AK              2578529 80.00                   5/24/96
        99516                   24
                                        10.%



        ANCHORAG  AK            120             $65,310.39
        UNKNW                   105     1.50    68400.00        5/24/06 
        AK              2578530 75.00                   5/24/96
        99516                   0
                                        10.%





        IMPERIAL  MO
        UNKNW                   120     2.00    $9,092.37
        MO              2578531 80.00 105               10900.00        5/8/96
        63052                   28                      12:00 AM
                                        10.5%



        ENGLEWOO  CO            120             $30,540.38
        UNKNW                   106     0.99    50000.00        6/10/06 
        CO              2578532 75.00                   6/10/96
        80111                   19
                                        9.49%



        ROMULUS  MI             120             $21,496.42
        UNKNW                   106     0.99    28000.00        6/11/06 
        MI              2578533 80.00                   6/11/96
        48174                   12
                                        9.49%



        ELGIN  IL               120             $10,258.70
        UNKNW                   105     0.99    12000.00        5/21/06 
        IL              2578534 69.00                   5/21/96
        60123                   43
                                        9.49%



        ARNOLD  MO              120             $5,588.62
        UNKNW                   105     0.99    10000.00        5/29/06 
        MO              2578535 64.00                   5/29/96
        63010                   32
                                        9.49%



        TEHACHAP  CA            120             $14,885.91
        UNKNW                   106     0.99    15000.00        6/12/06 
        CA              2578536 66.00                   6/12/96
        93561                   44
                                        9.49%



        LACHINE  MI             120             $73,486.52
        UNKNW                   105     1.25    75000.00        5/15/06 
        MI              2578537 61.00                   5/15/96
        49753                   35
                                        9.75%



        SPARKS  NV              120             $17,810.00
        UNKNW                   106     2.00    33400.00        6/13/06 
        NV              2578538 80.00                   6/13/96
        89431                   33
                                        10.5%



        RENO  NV                120             $9,400.81
        UNKNW                   105     3.00    10000.00        5/23/06 
        NV              2578539 81.00                   5/23/96
        89512                   0
                                        11.5%



        PALOS  VERDES PENINSU CA 120            $78,220.77
        UNKNW                   105     2.00    100000.00 5/28/06 
        CA              2578540 85.00                   5/28/96
        90274                   42
                                        10.5%



        TORRANCE  CA            120             $19,385.90
        UNKNW                   105     2.75    20500.00        5/28/06 
        CA              2578541 87.00                   5/28/96
        90504                   45
                                        11.25%





        NARVON  PA
        UNKNW                   120     0.99    $55,552.70
        PA              2578542 48.00 106               56000.00        6/5/96
        17555                   44                      12:00 AM
                                        9.49%



        MARKHAM  IL             120             $15,700.73
        UNKNW                   105     2.00    19000.00        5/13/06 
        IL              2578543 75.00                   5/13/96
        60428                   25
                                        10.5%



        RED  OAK IA             120             $14,700.90
        UNKNW                   105     0.99    15000.00        5/29/06 
        IA              2578544 71.00                   5/29/96
        51566                   21
                                        9.49%



        MARINETT  WI            120             $22,925.32
        UNKNW                   106     0.99    24000.00        6/13/06 
        WI              2578545 47.00                   6/13/96
        54143                   28
                                        9.49%



        WARREN  MI              120             $32,847.61
        UNKNW                   105     0.99    33900.00        5/30/06 
        MI              2578546 80.00                   5/30/96
        48092                   43
                                        9.49%



        LENEXA  KS              120             $24,106.66
        UNKNW                   106     0.99    25000.00        6/4/06 
        KS              2578547 80.00                   6/4/96
        66215                   37
                                        9.49%



        STATESBO  GA            120             $14,398.90
        UNKNW                   105     0.99    14400.00        5/28/06 
        GA              2578548 80.00                   5/28/96
        30458                   45
                                        9.49%



        SUTTONS  BAY MI 120             $66,336.42
        UNKNW                   106     0.99    67000.00        6/10/06 
        MI              2578549 80.00                   6/10/96
        49682                   44
                                        9.49%



        FULTONDA  AL            120             $12,968.19
        UNKNW                   106     1.99    13000.00        6/4/06 
        AL              2578550 90.00                   6/4/96
        35068                   42
                                        10.49%



        S  MILWAUKEE WI 120             $19,666.99
        UNKNW                   106     0.99    23000.00        6/3/06 
        WI              2578551 80.00                   6/3/96
        53172                   34
                                        9.49%



        OAK  PARK MI            120             $9,174.23
        UNKNW                   106     0.99    10000.00        6/4/06 
        MI              2578552 30.00                   6/4/96
        48237                   21
                                        9.49%





        MARINA  DEL REY, CA.
        UNKNW                   120     0.99    $5,678.80
        MD              2578553 75.00 105               36000.00        5/9/96
        90295                   30                      12:00 AM
                                        9.49%



        STERLING  HEIGHTS MI    120             $35,919.23
        UNKNW                   105     1.25    100000.00 5/8/06 
        MI              2578554 72.00                   5/8/96
        48312                   37
                                        9.75%



        179  EXETER STREET      120             $4,500.00
        HIGHLAND PARK           106     1.99    21800.00        6/7/06 
        NJ              2578555 90.00                   6/7/96
        08904                   0
                                        10.49%



        ORANGE  PARK FL 120             $22,290.09
        UNKNW                   105     3.00    24800.00        5/22/06 
        FL              2578556 90.00                   5/22/96
        32073                   36
                                        11.5%



        CHEEKTOW  NY            120             $35,460.74
        UNKNW                   106     0.99    50000.00        6/5/06 
        NY              2578557 60.00                   6/5/96
        14225                   41
                                        9.49%



        CHILLICO  MO            120             $26,876.47
        UNKNW                   105     0.99    30000.00        5/21/06 
        MO              2578558 65.00                   5/21/96
        64601                   33
                                        9.49%



        FREMONT  MI             120             $21,685.38
        UNKNW                   105     3.00    21700.00        5/6/06 
        MI              2578559 90.00                   5/6/96
        49412                   0
                                        11.5%



        W  BLOOMFIELD MI        120             $24,236.45
        UNKNW                   105     0.99    30000.00        5/10/06 
        MI              2578560 79.00                   5/10/96
        48324                   23
                                        9.49%



        DESTREHA  LA            120             $13,143.56
        UNKNW                   105     0.99    15500.00        5/20/06 
        LA              2578561 80.00                   5/20/96
        70047                   29
                                        9.49%



        MACOMB  MI              120             $10,902.63
        UNKNW                   105     0.99    13400.00        5/15/06 
        MI              2578562 80.00                   5/15/96
        48042                   28
                                        9.49%



        GRANTS  NM              120             $9,725.22
        UNKNW                   105     1.99    10000.00        5/30/06 
        NM              2578563 86.00                   5/30/96
        87020                   32
                                        10.49%





        LAKE  ST. LOUIS MO
        UNKNW                   120     0.99    $17,000.00
        MO              2578564 80.00 105               30000.00        5/10/96
        63367                   26                      12:00 AM
                                        9.49%



        SWINK  CO               120             $10,487.18
        UNKNW                   106     1.99    10600.00        6/13/06 
        CO              2578565 90.00                   6/13/96
        81077                   43
                                        10.49%



        LONG  BEACH CA  120             $19,697.35
        UNKNW                   106     1.99    20000.00        6/4/06 
        CA              2578566 82.00                   6/4/96
        90815                   45
                                        10.49%



        WESTLAND  MI            120             $5,697.85
        UNKNW                   105     2.00    48100.00        5/7/06 
        MI              2578567 80.00                   5/7/96
        48185                   37
                                        10.5%



        PACIFIC  GROVE CA       120             $38,535.81
        UNKNW                   106     2.50    41000.00        6/6/06 
        CA              2578568 81.00                   6/6/96
        93950                   45
                                        11.%



        RIO  VISTA CA           120             $18,648.38
        UNKNW                   105     3.00    29000.00        5/23/06 
        CA              2578569 90.00                   5/23/96
        94571                   39
                                        11.5%



        SANTE  FE NM            120             $29,295.22
        UNKNW                   106     0.99    30000.00        6/3/06 
        NM              2578570 69.00                   6/3/96
        87505                   31
                                        9.49%



        GREENSBO  NC            120             $16,580.87
        UNKNW                   105     0.99    18900.00        5/14/06 
        NC              2578571 80.00                   5/14/96
        27405                   42
                                        9.49%



        NORRIDGE  ME            120             $34,998.00
        UNKNW                   107     0.99    35000.00        7/8/06 
        ME              2578572 46.00                   7/8/96
        04957                   42
                                        9.49%



        ALHAMBRA  IL            120             $29,027.28
        UNKNW                   106     0.99    30000.00        6/24/06 
        IL              2578573 69.00                   6/24/96
        62001                   40
                                        9.49%



        MILTON  DE              120             $19,327.18
        UNKNW                   105     0.99    25000.00        5/8/06 
        DE              2578574 68.00                   5/8/96
        19968                   42
                                        9.49%





        SCOTTSDA  AZ
        UNKNW                   120     0.99    $4,941.72
        AZ              2578575 78.00 105               30000.00        5/9/96
        85254                   38                      12:00 AM
                                        9.49%



        RAINIER,  OR            120             $19,997.93
        UNKNW                   105     0.99    20000.00        5/16/06 
        OR              2578576 64.00                   5/16/96
        97048                   36
                                        9.49%



        GALESBUR  IL            120             $15,983.90
        UNKNW                   105     0.99    16000.00        5/15/06 
        IL              2578577 79.00                   5/15/96
        61401                   27
                                        9.49%



        BUTLER  PA              120             $29,080.79
        UNKNW                   106     0.99    30000.00        6/11/06 
        PA              2578578 8.00                    6/11/96
        16001                   37
                                        9.49%



        MOLINE  IL              120             $24,049.62
        UNKNW                   105     0.99    25000.00        5/23/06 
        IL              2578579 80.00                   5/23/96
        61265                   45
                                        9.49%



        WICHITA  KS             120             $69,278.88
        UNKNW                   106     0.99    70000.00        6/6/06 
        KS              2578580 63.00                   6/6/96
        67206                   40
                                        9.49%



        PORTLAND  OR            120             $41,744.07
        UNKNW                   106     0.99    42400.00        6/18/06 
        OR              2578581 80.00                   6/18/96
        97217                   29
                                        9.49%



        VALINDA  CA             120             $10,342.48
        UNKNW                   107     0.99    75000.00        7/1/06 
        CA              2578582 45.00                   7/1/96
        91744                   44
                                        9.49%



        HOLLYWOO  FL            120             $47,291.92
        UNKNW                   106     0.99    50000.00        6/18/06 
        FL              2578583 68.00                   6/18/96
        33019                   38
                                        9.49%



        WARREN,  MI             120             $47,252.12
        UNKNW                   105     1.75    50000.00        5/6/06 
        MI              2578584 44.00                   5/6/96
        48093                   22
                                        10.25%



        CANYON  COUNTRY CA      120             $22,558.40
        UNKNW                   105     1.99    25000.00        5/22/06 
        CA              2578585 90.00                   5/22/96
        91351                   38
                                        10.49%





        18  LAUREL ROAD
        SOUTH SALEM             120     0.99    $1,879.79
        NY              2578586 42.00 107               60000.00        7/15/96
        10590                   44                      12:00 AM
                                        9.49%



        MEDINA  TN              120             $24,945.09
        UNKNW                   109     0.99    25000.00        9/16/06 
        TN              2578587 31.00                   9/16/96
        38355                   47
                                        9.49%



        SNELLVIL  GA            120             $10,235.99
        UNKNW                   107     0.99    15300.00        7/9/06 
        GA              2578588 80.00                   7/9/96
        30278                   23
                                        9.49%



        LAS  VEGAS NV           120             $15,846.65
        UNKNW                   106     1.99    16000.00        6/13/06 
        NV              2578589 90.00                   6/13/96
        89122                   42
                                        10.49%



        METAIRIE  LA            120             $10,183.29
        UNKNW                   105     0.99    46000.00        5/30/06 
        LA              2578590 79.00                   5/30/96
        70006                   35
                                        9.49%



        GLENDALE  AZ            120             $40,950.23
        UNKNW                   107     2.75    42000.00        7/3/06 
        AZ              2578591 90.00                   7/3/96
        85308                   24
                                        11.25%



        NORTH  BRUNSWICK NJ     120             $13,184.99
        UNKNW                   105     2.00    25000.00        5/23/06 
        NJ              2578592 71.00                   5/23/96
        08902                   41
                                        10.5%



        PORTAGE  WI             120             $9,371.84
        UNKNW                   105     2.00    10000.00        5/17/06 
        WI              2578593 60.00                   5/17/96
        53901                   27
                                        10.5%



        PLAINWEL  MI            120             $48,915.83
        UNKNW                   106     0.99    50000.00        6/4/06 
        MI              2578594 39.00                   6/4/96
        49080                   37
                                        9.49%



        127-15  150 AVENUE      120             $22,673.22
        S. OZONE PARK           107     0.99    30000.00        7/19/06 
        NY              2578595 66.00                   7/19/96
        11420                   35
                                        9.49%



        1PO  BOX 692            120             $39,518.33
        ILION                   106     0.99    40000.00        6/27/06 
        NY              2578596 43.00                   6/27/96
        13357                   41
                                        9.49%





        JENNINGS  LA
        UNKNW                   120     0.99    $14,755.25
        LA              2578597 75.00 107               15000.00        7/9/96
        70546                   41                      12:00 AM
                                        9.49%



        P.O.  BOX  906  120             $36,375.34
        URBANNA         105     1.99    35000.00        5/23/06 
        VA              2578598 89.00                   5/23/96
        23175                   37
                                        10.49%



        MILFORD  MI             120             $24,501.33
        UNKNW                   106     0.99    25000.00        6/27/06 
        MI              2578599 68.00                   6/27/96
        48380                   37
                                        9.49%



        CORVALLI  OR            120             $62,185.56
        UNKNW                   106     0.99    62500.00        6/3/06 
        OR              2578600 79.00                   6/3/96
        97330                   41
                                        9.49%



        MOUNTAIN  LAKES NJ      120             $48,801.24
        UNKNW                   105     1.75    50000.00        5/13/06 
        NJ              2578601 87.00                   5/13/96
        07046                   23
                                        10.25%



        BELVIDER  NJ            120             $22,918.64
        UNKNW                   106     3.00    25000.00        6/4/06 
        NJ              2578602 90.00                   6/4/96
        07823                   19
                                        11.5%



        RICHMOND  VA            120             $35,556.32
        UNKNW                   106     0.99    168000.00 6/21/06 
        VA              2578603 80.00                   6/21/96
        23220                   37
                                        9.49%



        ANCHORAG  AK            120             $36,706.76
        UNKNW                   106     0.99    37000.00        6/6/06 
        AK              2578604 80.00                   6/6/96
        99516                   34
                                        9.49%



        WEST  COVINA CA 120             $8,414.95
        UNKNW                   107     1.99    12600.00        7/9/06 
        CA              2578605 90.00                   7/9/96
        91790                   25
                                        10.49%



        BROOKING  OR            120             $19,955.12
        UNKNW                   106     1.99    20200.00        6/11/06 
        OR              2578606 90.00                   6/11/96
        97415                   38
                                        10.49%



        LAKE  WAUKOMIS MO       120             $24,511.25
        UNKNW                   105     0.99    30000.00        5/10/06 
        MO              2578607 58.00                   5/10/96
        64151                   13
                                        9.49%





        PALOS  VERDES ESTATES CA
        UNKNW                   120     0.99    $32,086.61
        CA              2578608 80.00 105               35000.00        5/29/96
        90274                   45                      12:00 AM
                                        9.49%



        VICTORVI  CA            120             $13,619.72
        UNKNW                   105     3.00    14000.00        5/17/06 
        CA              2578609 88.00                   5/17/96
        92393                   42
                                        11.5%



        WILMINGT  DE            120             $90,500.00
        UNKNW                   105     1.00    133000.00 5/15/06 
        MI              2578610 79.00                   5/15/96
        19808                   46
                                        9.5%



        CANTON  NC              120             $44,596.64
        UNKNW                   106     0.99    44800.00        6/12/06 
        NC              2578611 80.00                   6/12/96
        28716                   43
                                        9.49%



        AROMAS  CA              120             $28,611.83
        UNKNW                   105     0.99    30000.00        5/30/06 
        CA              2578612 65.00                   5/30/96
        95004                   41
                                        9.49%



        26222  CORNWALL COURT   120             $25,684.61
        SOUTHFIELD              107     0.99    33300.00        7/25/06 
        MI              2578613 80.00                   7/25/96
        48076                   34
                                        9.49%



        ROMEO  MI               120             $17,448.25
        UNKNW                   105     0.99    20000.00        5/28/06 
        MI              2578614 60.00                   5/28/96
        48065                   18
                                        9.49%



        RANCHO  CUCAMONGA CA    120             $14,288.64
        UNKNW                   106     0.99    14400.00        6/12/06 
        CA              2578615 80.00                   6/12/96
        91730                   43
                                        9.49%



        ROCHESTE  HILLS MI      120             $35,112.74
        UNKNW                   105     1.50    80000.00        5/3/06 
        MI              2578616 33.00                   5/3/96
        48306                   24
                                        10.%



        SAINT  LOUIS MO 120             $62,864.73
        UNKNW                   105     1.50    75000.00        5/3/06 
        MO              2578617 64.00                   5/3/96
        63141                   32
                                        10.%



        SANDOWN  NH             120             $8,948.30
        UNKNW                   106     1.99    11200.00        6/3/06 
        NH              2578618 90.00                   6/3/96
        03873                   36
                                        10.49%





        GODWIN  NC
        UNKNW                   120     0.99    $15,749.07
        NC              2578619 80.00 106               16000.00        6/21/96
        28344                   34                      12:00 AM
                                        9.49%



        MILAN  MI               120             $6,428.34
        UNKNW                   106     0.99    30000.00        6/6/06 
        MI              2578620 31.00                   6/6/96
        48160                   30
                                        9.49%



        PITTSBUR  PA            120             $44,067.83
        UNKNW                   105     0.99    45000.00        5/29/06 
        PA              2578621 25.00                   5/29/96
        15239                   40
                                        9.49%



        BRANDON  MS             120             $56,360.67
        UNKNW                   105     0.99    56400.00        5/31/06 
        MS              2578622 79.00                   5/31/96
        39042                   34
                                        9.49%



        N  MASSAPEQUA NY        120             $47,096.08
        UNKNW                   106     2.00    47100.00        6/13/06 
        NY              2578623 90.00                   6/13/96
        11758                   38
                                        10.5%



        STRASBUR  VA            120             $5,473.58
        UNKNW                   105     2.00    10000.00        5/24/06 
        VA              2578624 89.00                   5/24/96
        22657                   41
                                        10.5%



        TRENTON  NJ             120             $3,694.60
        UNKNW                   105     1.75    19500.00        5/8/06 
        NJ              2578625 90.00                   5/8/96
        08610                   25
                                        10.25%



        NATICK  MA              120             $23,523.23
        UNKNW                   105     2.00    25000.00        5/21/06 
        MA              2578626 79.00                   5/21/96
        01760                   35
                                        10.5%



        HOWELL  MI              120             $58,725.98
        UNKNW                   105     0.99    67000.00        5/21/06 
        MI              2578627 78.00                   5/21/96
        48843                   38
                                        9.49%



        FOREST  PARK OK 120             $18,405.45
        UNKNW                   106     0.99    19000.00        6/6/06 
        OK              2578628 80.00                   6/6/96
        73121                   0
                                        9.49%



        ROSWELL  GA             120             $12,291.79
        UNKNW                   105     2.00    13000.00        5/31/06 
        GA              2578629 90.00                   5/31/96
        30075                   26
                                        10.5%





        LAFAYETT  CA
        UNKNW                   120     2.00    $3,542.80
        CA              2578630 64.00 105               50000.00        5/2/96
        94549                   42                      12:00 AM
                                        10.5%



        SAN  BRUNO CA           120             $27,572.02
        UNKNW                   105     2.75    33700.00        5/2/06 
        CA              2578631 90.00                   5/2/96
        94066                   36
                                        11.25%



        ALBUQUER  NM            120             $19,174.73
        UNKNW                   105     2.75    19900.00        5/8/06 
        NM              2578632 90.00                   5/8/96
        87120                   28
                                        11.25%



        VANCOUVE  WA            120             $26,787.52
        UNKNW                   105     4.00    27600.00        5/1/06 
        WA              2578633 80.00                   5/1/96
        98663                   30
                                        12.5%



        SAN  JOSE CA            120             $9,735.75
        UNKNW                   105     2.00    10000.00        5/1/06 
        CA              2578634 80.00                   5/1/96
        95127                   0
                                        10.5%



        SPARKS  NV              120             $15,261.58
        UNKNW                   105     0.99    25000.00        5/13/06 
        NV              2578635 76.00                   5/13/96
        89434                   45
                                        9.49%



        LA  HABRA CA            120             $20,669.21
        UNKNW                   105     0.99    30000.00        5/30/06 
        CA              2578636 63.00                   5/30/96
        90631                   31
                                        9.49%



        CLINTON  MA             120             $24,144.44
        UNKNW                   107     0.99    25000.00        7/8/06 
        MA              2578637 57.00                   7/8/96
        01510                   40
                                        9.49%



        WYOMING  IL             120             $21,408.69
        UNKNW                   106     0.99    22000.00        6/19/06 
        IL              2578638 72.00                   6/19/96
        61491                   39
                                        9.49%



        PHOENIX  AZ             120             $33,513.20
        UNKNW                   106     0.99    40000.00        6/5/06 
        AZ              2578639 68.00                   6/5/96
        85032                   44
                                        9.49%



        QUAKERTO  PA            120             $25,796.96
        UNKNW                   105     2.75    28000.00        5/21/06 
        PA              2578640 83.00                   5/21/96
        18951                   38
                                        11.25%





        LAS  VEGAS NV
        UNKNW                   120     0.99    $16,201.35
        NV              2578641 80.00 106               17000.00        6/7/96
        89103                   16                      12:00 AM
                                        9.49%



        POTTSVIL  PA            120             $46,110.20
        UNKNW                   106     0.99    47000.00        6/18/06 
        PA              2578642 78.00                   6/18/96
        17901                   47
                                        9.49%



        ISANTI  MN              120             $64,999.44
        UNKNW                   105     0.99    65000.00        5/30/06 
        MN              2578643 80.00                   5/30/96
        55040                   46
                                        9.49%



        LEBANON  IL             120             $24,671.76
        UNKNW                   106     2.00    25000.00        6/5/06 
        IL              2578644 89.00                   6/5/96
        62254                   40
                                        10.5%



        SAN  JOSE CA            120             $99,096.06
        UNKNW                   106     0.99    100000.00 6/28/06 
        CA              2578645 72.00                   6/28/96
        95120                   28
                                        9.49%



        PORTLAND  OR            120             $10,437.17
        UNKNW                   105     0.99    18000.00        5/14/06 
        OR              2578646 80.00                   5/14/96
        97218                   21
                                        9.49%



        MOBILE  AL              120             $15,465.85
        UNKNW                   105     0.99    17000.00        5/6/06 
        AL              2578647 80.00                   5/6/96
        36618                   34
                                        9.49%



        BALTIMOR  MD            120             $34,998.40
        UNKNW                   106     0.99    35000.00        6/25/06 
        MD              2578648 60.00                   6/25/96
        21212                   27
                                        9.49%



        LYNN  HAVEN FL  120             $12,023.68
        UNKNW                   105     0.99    12000.00        5/16/06 
        FL              2578649 65.00                   5/16/96
        32444                   45
                                        9.49%



        CAPE  MAY NJ            120             $20,992.22
        UNKNW                   105     3.00    24500.00        5/9/06 
        NJ              2578650 90.00                   5/9/96
        08204                   41
                                        11.5%



        FRANKLIN  LAKES NJ      120             $14,079.43
        UNKNW                   104     2.00    100000.00 4/30/06 
        NJ              2578651 73.00                   4/30/96
        07417                   43
                                        10.5%





        BASTROP  LA
        UNKNW                   120     0.99    $8,408.98
        LA              2578652 31.00 105               15000.00        5/8/96
        71220                   24                      12:00 AM
                                        9.49%



        CANTON  MI              120             $14,146.20
        UNKNW                   105     3.00    14700.00        5/8/06 
        MI              2578653 90.00                   5/8/96
        48188                   44
                                        11.5%



        GREEN  OAK TOWNSHIP MI 120              $34,312.41
        UNKNW                   105     1.50    34800.00        5/5/06 
        MI              2578654 80.00                   5/5/96
        48116                   28
                                        10.%



        WARREN  MI              120             $30,008.84
        UNKNW                   105     1.50    74200.00        5/1/06 
        MI              2578655 80.00                   5/1/96
        48093                   31
                                        10.%



        SAN  PABLO CA           120             $11,448.32
        UNKNW                   105     2.00    12000.00        5/13/06 
        CA              2578656 70.00                   5/13/96
        94806                   44
                                        10.5%



        WATERFOR  MI            120             $53,909.86
        UNKNW                   105     0.99    54000.00        5/14/06 
        MI              2578657 80.00                   5/14/96
        48329                   0
                                        9.49%



        1209  CHERRY GROVE      120             $28,987.68
        GRAYSON         107     0.99    31000.00        7/25/06 
        KY              2578658 71.00                   7/25/96
        41143                   44
                                        9.49%



        UTICA  NY               120             $27,207.49
        UNKNW                   106     0.99    30000.00        6/3/06 
        NY              2578659 53.00                   6/3/96
        13502                   24
                                        9.49%



        CHESTERF  MO            120             $22,742.93
        UNKNW                   105     0.99    25000.00        5/6/06 
        MO              2578660 79.00                   5/6/96
        63005                   32
                                        9.49%



        CROYDON  PA             120             $33,864.79
        UNKNW                   105     0.99    34000.00        5/20/06 
        PA              2578661 85.00                   5/20/96
        19021                   39
                                        9.49%



        KANSAS  CITY KS 120             $12,398.33
        UNKNW                   106     0.99    13000.00        6/20/06 
        KS              2578662 80.00                   6/20/96
        66104                   18
                                        9.49%





        BELGRADE  MT
        UNKNW                   120     0.99    $15,859.00
        MT              2578663 79.00 105               16000.00        5/30/96
        59714                   40                      12:00 AM
                                        9.49%



        NEWTOWN  PA             120             $29,890.93
        UNKNW                   105     0.99    30000.00        5/17/06 
        PA              2578664 71.00                   5/17/96
        18940                   28
                                        9.49%



        SOQUEL  CA              120             $47,579.47
        UNKNW                   106     0.99    100000.00 6/11/06 
        CA              2578665 69.00                   6/11/96
        95073                   39
                                        9.49%



        BUFFALO  NY             120             $16,121.91
        UNKNW                   106     1.99    16000.00        6/12/06 
        NY              2578666 90.00                   6/12/96
        14222                   43
                                        10.49%



        ST  PETE BEACH FL       120             $41,583.17
        UNKNW                   105     1.99    41400.00        5/14/06 
        FL              2578667 87.00                   5/14/96
        33706                   30
                                        10.49%



        NEWARK  DE              120             $17,457.37
        UNKNW                   105     1.99    26200.00        5/9/06 
        DE              2578668 90.00                   5/9/96
        19702                   22
                                        10.49%



        POTEAU  OK              120             $20,358.96
        UNKNW                   105     0.99    24700.00        5/20/06 
        OK              2578669 80.00                   5/20/96
        74953                   27
                                        9.49%



        PHILADEL  PA            120             $13,356.71
        UNKNW                   105     0.99    26000.00        5/13/06 
        PA              2578670 80.00                   5/13/96
        19111                   28
                                        9.49%



        MARLTON  NJ             120             $28,341.93
        UNKNW                   106     0.99    29000.00        6/3/06 
        NJ              2578671 80.00                   6/3/96
        08053                   26
                                        9.49%



        CLINTON  MO             120             $69,777.68
        UNKNW                   106     0.99    70500.00        6/19/06 
        MO              2578672 80.00                   6/19/96
        64735                   37
                                        9.49%



        MARYLAND  HEIGHTS MO    120             $24,395.28
        UNKNW                   105     0.99    25000.00        5/10/06 
        MO              2578673 80.00                   5/10/96
        63042                   43
                                        9.49%





        EAST  MEADOW NY
        UNKNW                   120     0.99    $22,307.94
        NY              2578674 66.00 105               25000.00        5/8/96
        11554                   0                       12:00 AM
                                        9.49%



        CONYERS  GA             120             $13,394.61
        UNKNW                   106     0.99    13400.00        6/13/06 
        GA              2578675 80.00                   6/13/96
        30208                   41
                                        9.49%



        LIVERMOR  CA            120             $11,735.60
        UNKNW                   105     0.99    20000.00        5/10/06 
        CA              2578676 48.00                   5/10/96
        94550                   39
                                        9.49%



        CLARKSTO  MI            120             $37,863.58
        UNKNW                   105     0.99    38000.00        5/28/06 
        MI              2578677 80.00                   5/28/96
        48348                   0
                                        9.49%



        SANTA  BARBARA CA       120             $300,000.00
        UNKNW                   104     1.50    300000.00 4/30/06 
        CA              2578678 41.00                   4/30/96
        93108                   48
                                        10.%



        CONSTANT  NY            120             $26,856.35
        UNKNW                   104     2.75    27300.00        4/24/06 
        NY              2578679 90.00                   4/24/96
        13044                   23
                                        11.25%



        LEBANON  TN             120             $20,986.77
        UNKNW                   105     3.00    34000.00        5/7/06 
        TN              2578680 90.00                   5/7/96
        37087                   37
                                        11.5%



        CLOVIS  CA              120             $14,384.24
        UNKNW                   105     3.00    14400.00        5/8/06 
        CA              2578681 90.00                   5/8/96
        93611                   37
                                        11.5%



        OKEMOS  MI              120             $1,666.93
        UNKNW                   104     1.75    15500.00        4/30/06 
        MI              2578682 80.00                   4/30/96
        48864                   29
                                        10.25%



        RIVER  VALE   NJ        120             $149,222.14
        UNKNW                   105     1.50    153000.00 5/2/06 
        NJ              2578683 60.00                   5/2/96
        07675                   13
                                        10.%



        SAINT  LOUIS MO 120             $25,500.00
        UNKNW                   105     1.75    25500.00        5/3/06 
        MO              2578684 73.00                   5/3/96
        63146                   24
                                        10.25%





        WYOMISSI  PA
        UNKNW                   120     2.00    $17,005.71
        PA              2578685 77.00 104               68000.00        4/25/96
        19610                   35                      12:00 AM
                                        10.5%



        1  OXFORD ROAD  120             $13,328.68
        EAST SANDWICH           108     1.99    15000.00        8/12/06 
        MA              2578686 90.00                   8/12/96
        02537                   34
                                        10.49%



        BOCA  RATON FL  120             $10,827.19
        UNKNW                   105     0.99    15800.00        5/6/06 
        FL              2578687 80.00                   5/6/96
        33487                   30
                                        9.49%



        MOUNDS  VIEW MN 120             $44,982.39
        UNKNW                   105     0.99    45000.00        5/31/06 
        MN              2578688 83.00                   5/31/96
        55112                   0
                                        9.49%



        MARIETTA  PA            120             $54,953.68
        UNKNW                   105     0.99    65000.00        5/23/06 
        PA              2578689 80.00                   5/23/96
        17547                   35
                                        9.49%



        LAWRENCE  IN            120             $7,415.22
        UNKNW                   105     2.00    12500.00        5/21/06 
        IN              2578690 80.00                   5/21/96
        47025                   40
                                        10.5%



        PALM  DESERT CA 120             $16,876.25
        UNKNW                   105     0.99    23000.00        5/29/06 
        CA              2578691 80.00                   5/29/96
        92260                   44
                                        9.49%



        PLACENTI  CA            120             $20,633.31
        UNKNW                   106     2.75    25000.00        6/4/06 
        CA              2578692 88.00                   6/4/96
        92670                   30
                                        11.25%



        JAMISON  PA             120             $23,742.79
        UNKNW                   104     0.99    33200.00        4/25/06 
        PA              2578693 90.00                   4/25/96
        18929                   27
                                        9.49%



        1842  NORTH KACHINA     120             $39,016.75
        MESA                    106     1.99    39300.00        6/6/06 
        AZ              2578694 90.00                   6/6/96
        85203                   25
                                        10.49%



        MORGAN  HILL CA 120             $17,800.00
        UNKNW                   106     0.99    20000.00        6/28/06 
        CA              2578695 51.00                   6/28/96
        95037                   44
                                        9.49%





        COLOMBIA  TN
        UNKNW                   120     0.99    $17,244.63
        TN              2578696 62.00 105               18000.00        5/7/96
        38401                   26                      12:00 AM
                                        9.49%



        MANDEVIL  LA            120             $20,079.61
        UNKNW                   105     0.99    20000.00        5/3/06 
        LA              2578697 74.00                   5/3/96
        70448                   33
                                        9.49%



        ROCK  ISLAND IL 120             $13,414.91
        UNKNW                   105     0.99    15000.00        5/16/06 
        IL              2578698 79.00                   5/16/96
        61201                   29
                                        9.49%



        PARISH  NY              120             $22,999.87
        UNKNW                   106     0.99    23000.00        6/20/06 
        NY              2578699 85.00                   6/20/96
        13131                   45
                                        9.49%



        WYANDOTT  MI            120             $11,448.39
        UNKNW                   105     2.75    13100.00        5/17/06 
        MI              2578700 90.00                   5/17/96
        48192                   31
                                        11.25%



        CHALMETT  LA            120             $14,186.84
        UNKNW                   106     0.99    21600.00        6/7/06 
        LA              2578701 80.00                   6/7/96
        70043                   38
                                        9.49%



        ROACHDAL  IN            120             $20,085.31
        UNKNW                   105     0.99    30000.00        5/15/06 
        IN              2578702 76.00                   5/15/96
        46172                   38
                                        9.49%



        COLLINSV  IL            120             $9,770.77
        UNKNW                   105     0.99    14000.00        5/9/06 
        IL              2578703 80.00                   5/9/96
        62234                   38
                                        9.49%



        12500  KURTZ ROAD       120             $77,416.48
        HOLLY                   107     0.99    80000.00        7/9/06 
        MI              2578704 80.00                   7/9/96
        48442                   23
                                        9.49%



        DAVISON  MI             120             $19,198.89
        UNKNW                   106     0.99    20400.00        6/3/06 
        MI              2578705 80.00                   6/3/96
        48423                   20
                                        9.49%



        LITTLE  FERRY NJ        120             $27,164.09
        UNKNW                   106     0.99    29000.00        6/4/06 
        NJ              2578706 79.00                   6/4/96
        07643                   40
                                        9.49%





        FARIBAUL  MN
        UNKNW                   120     2.00    $18,880.73
        MN              2578707 80.00 105               19000.00        5/21/96
        55021                   37                      12:00 AM
                                        10.5%



        39170  MEMORY LANE      120             $18,996.55
        HARRISON                107     2.00    19000.00        7/22/06 
        MI              2578708 90.00                   7/22/96
        48045                   39
                                        10.5%



        NEWCASTL  CA            120             $39,965.58
        UNKNW                   105     0.99    40000.00        5/30/06 
        CA              2578709 69.00                   5/30/96
        95658                   42
                                        9.49%



        JACKSONV  FL            120             $23,605.07
        UNKNW                   104     2.00    36500.00        4/23/06 
        FL              2578710 75.00                   4/23/96
        32256                   23
                                        10.5%



        DURHAM  NC              120             $24,597.52
        UNKNW                   104     3.00    24600.00        4/23/06 
        NC              2578711 90.00                   4/23/96
        27703                   23
                                        11.5%



        RENO  NV                120             $41,760.46
        UNKNW                   104     2.50    46600.00        4/23/06 
        NV              2578712 90.00                   4/23/96
        89511                   21
                                        11.%



        HOLLIS  NH              120             $10,144.81
        UNKNW                   105     2.00    21700.00        5/13/06 
        NH              2578713 75.00                   5/13/96
        03049                   57
                                        10.5%



        N  WOODMERE NY  120             $48,606.70
        UNKNW                   106     0.99    50000.00        6/13/06 
        NY              2578714 74.00                   6/13/96
        11581                   48
                                        9.49%



        GROSSE  PTE PARK MI     120             $75,000.00
        UNKNW                   106     0.99    75000.00        6/3/06 
        MI              2578715 82.00                   6/3/96
        48230                   42
                                        9.49%



        OWOSSO  MI              120             $39,598.91
        UNKNW                   105     0.99    39600.00        5/8/06 
        MI              2578716 80.00                   5/8/96
        48867                   22
                                        9.49%



        BUFFALO  NY             120             $39,554.10
        UNKNW                   105     0.99    40000.00        5/29/06 
        NY              2578717 47.00                   5/29/96
        14220                   23
                                        9.49%





        MOUNT  MORRIS MI
        UNKNW                   120     0.99    $17,607.91
        MI              2578718 65.00 105               20000.00        5/15/96
        48458                   41                      12:00 AM
                                        9.49%



        HIDDEN  HILLS CA        120             $59,361.49
        UNKNW                   104     1.99    80500.00        4/22/06 
        CA              2578719 90.00                   4/22/96
        91302                   31
                                        10.49%



        BLOOMFIE  HILLS MI      120             $165,000.00
        UNKNW                   104     1.00    225000.00 4/26/06 
        MI              2578720 71.00                   4/26/96
        48302                   0
                                        9.5%



        COLUMBIA  MI            120             $11,224.52
        UNKNW                   104     2.75    14600.00        4/29/06 
        MI              2578721 90.00                   4/29/96
        48421                   40
                                        11.25%



        MURRIETA  CA            120             $8,329.84
        UNKNW                   104     3.00    10000.00        4/23/06 
        CA              2578722 85.00                   4/23/96
        92562                   0
                                        11.5%



        GADSDEN  AL             120             $10,077.95
        UNKNW                   104     1.75    10000.00        4/25/06 
        AL              2578723 63.00                   4/25/96
        35901                   0
                                        10.25%



        MADISON  CT             120             $30,515.36
        UNKNW                   105     0.99    31000.00        5/24/06 
        CT              2578724 80.00                   5/24/96
        06443                   38
                                        9.49%



        LAPLATA  MO             120             $25,374.57
        UNKNW                   105     0.99    27000.00        5/28/06 
        MO              2578725 80.00                   5/28/96
        63549                   19
                                        9.49%



        JACKSON  MI             120             $20,951.09
        UNKNW                   105     0.99    21300.00        5/9/06 
        MI              2578726 80.00                   5/9/96
        49201                   31
                                        9.49%



        DORAVILL  GA            120             $9,282.09
        UNKNW                   106     1.99    10000.00        6/4/06 
        GA              2578727 90.00                   6/4/96
        30340                   36
                                        10.49%



        LIBERTY  MO             120             $37,435.83
        UNKNW                   105     0.99    45000.00        5/14/06 
        MO              2578728 73.00                   5/14/96
        64068                   43
                                        9.49%





        BERKELEY  CA
        UNKNW                   120     1.75    $26,341.08
        CA              2578729 75.00 105               59000.00        5/2/96
        94705                   0                       12:00 AM
                                        10.25%



        GARDNERV  NV            120             $9,118.55
        UNKNW                   105     2.00    11000.00        5/5/06 
        NV              2578730 70.00                   5/5/96
        89410                   52
                                        10.5%



        SANTA  ROSA CA  120             $22,952.89
        UNKNW                   105     3.00    28000.00        5/29/06 
        CA              2578731 87.00                   5/29/96
        95403                   41
                                        11.5%



        CLEARLAK  CA            120             $20,994.39
        UNKNW                   104     2.00    21700.00        4/29/06 
        CA              2578732 80.00                   4/29/96
        95422                   41
                                        10.5%



        NEW  GLOUCESTER ME      120             $11,329.08
        UNKNW                   105     2.00    11400.00        5/30/06 
        ME              2578733 80.00                   5/30/96
        04260                   44
                                        10.5%



        805  TANGLEWOOD DR.     120             $29,967.15
        LAFAYETTE               106     1.49    30000.00        6/28/06 
        CA              2578734 64.00                   6/28/96
        94549                   48
                                        9.99%



        SHELTON  CT             120             $11,189.94
        UNKNW                   105     0.99    13500.00        5/14/06 
        CT              2578735 75.00                   5/14/96
        06484                   42
                                        9.49%



        LINCOLN  UNIVERSITY PA 120              $9,701.56
        UNKNW                   104     1.50    52800.00        4/23/06 
        PA              2578736 80.00                   4/23/96
        19352                   24
                                        10.%



        ROWLAND  HEIGHTS CA     120             $21,715.38
        UNKNW                   104     2.75    22000.00        4/18/06 
        CA              2578737 88.00                   4/18/96
        91748                   42
                                        11.25%



        SHELBY  TOWNSHIP MI     120             $18,665.51
        UNKNW                   105     1.75    36500.00        5/7/06 
        MI              2578738 80.00                   5/7/96
        48317                   39
                                        10.25%



        ROSELLE  PARK NJ        120             $33,997.80
        UNKNW                   105     0.99    37400.00        5/24/06 
        NJ              2578739 80.00                   5/24/96
        07204                   34
                                        9.49%





        DECATUR  AL
        UNKNW                   120     1.99    $35,548.96
        AL              2578740 90.00 106               45200.00        6/7/96
        35603                   20                      12:00 AM
                                        10.49%



        DAYTON  OH              120             $21,461.56
        UNKNW                   105     1.99    21500.00        5/21/06 
        OH              2578741 90.00                   5/21/96
        45406                   27
                                        10.49%



        WILLIAMS  NY            120             $17,884.60
        UNKNW                   105     2.00    18000.00        5/16/06 
        NY              2578742 80.00                   5/16/96
        14221                   31
                                        10.5%



        LAINGSBU  MI            120             $25,436.12
        UNKNW                   105     0.99    30000.00        5/29/06 
        MI              2578743 78.00                   5/29/96
        48848                   28
                                        9.49%



        SUPERIOR  NE            120             $8,585.83
        UNKNW                   105     0.99    16800.00        5/6/06 
        NE              2578744 80.00                   5/6/96
        68978                   25
                                        9.49%



        BRIELLE  NJ             120             $17,442.90
        UNKNW                   105     3.00    20000.00        5/1/06 
        NJ              2578745 87.00                   5/1/96
        08730                   42
                                        11.5%



        SALINAS  CA             120             $125,908.84
        UNKNW                   105     1.50    200000.00 5/8/06 
        CA              2578746 22.00                   5/8/96
        93908                   56
                                        10.%



        1237  BOLAND PLACE      120             $14,597.53
        ST. LOUIS               107     0.99    20000.00        7/5/06 
        MO              2578747 69.00                   7/5/96
        63117                   26
                                        9.49%



        SALINAS  CA             120             $26,459.67
        UNKNW                   105     1.99    40000.00        5/17/06 
        CA              2578748 83.00                   5/17/96
        93907                   30
                                        10.49%



        SHELBY  TOWNSHIP MI     120             $19,103.87
        UNKNW                   105     0.99    23100.00        5/6/06 
        MI              2578749 80.00                   5/6/96
        48316                   28
                                        9.49%



        TEMPE  AZ               120             $11,800.58
        UNKNW                   106     1.99    25100.00        6/12/06 
        AZ              2578750 87.00                   6/12/96
        85282                   41
                                        10.49%





        CHESTERF  MI
        UNKNW                   120     0.99    $10,966.50
        MI              2578751 80.00 105               13500.00        5/9/96
        48047                   20                      12:00 AM
                                        9.49%



        SAN  DIEGO CA           120             $11,390.74
        UNKNW                   105     1.99    15000.00        5/21/06 
        CA              2578752 87.00                   5/21/96
        92123                   36
                                        10.49%



        FLINT  MI               120             $30,561.46
        UNKNW                   106     0.99    40000.00        6/25/06 
        MI              2578753 49.00                   6/25/96
        48532                   29
                                        9.49%



        SHENANDO  IA            120             $12,469.68
        UNKNW                   105     0.99    14400.00        5/10/06 
        IA              2578754 80.00                   5/10/96
        51601                   16
                                        9.49%



        STATEN  ISLAND NY       120             $47,398.83
        UNKNW                   105     1.75    47400.00        5/7/06 
        PA              2578755 60.00                   5/7/96
        10308                   42
                                        10.25%



        OKLAHOMA  CITY OK       120             $10,991.73
        UNKNW                   104     3.00    10900.00        4/18/06 
        OK              2578756 90.00                   4/18/96
        73127                   39
                                        11.5%



        CANDIA  NH              120             $16,559.87
        UNKNW                   105     3.00    19500.00        5/14/06 
        NH              2578757 90.00                   5/14/96
        03034                   35
                                        11.5%



        TOTOWA  NJ              120             $19,454.20
        UNKNW                   104     2.00    25000.00        4/29/06 
        NJ              2578758 79.00                   4/29/96
        07511                   35
                                        10.5%



        ORTONVIL  MI            120             $36,757.41
        UNKNW                   105     1.25    36200.00        5/31/06 
        MI              2578759 80.00                   5/31/96
        48462                   0
                                        9.75%



        FOWLER  MI              120             $13,677.40
        UNKNW                   105     1.75    66300.00        5/15/06 
        MI              2578760 79.00                   5/15/96
        48835                   37
                                        10.25%



        CONCORD  CA             120             $17,547.71
        UNKNW                   105     1.99    17600.00        5/17/06 
        CA              2578761 90.00                   5/17/96
        94521                   20
                                        10.49%





        DETROIT  MI
        UNKNW                   120     0.99    $20,720.53
        MI              2578762 80.00 105               21000.00        5/16/96
        48219                   43                      12:00 AM
                                        9.49%



                                120             $30,577.13
        UNKNW                   105     2.75    35000.00        5/14/06 
        CA              2578763 90.00                   5/14/96
        00000                   28
                                        11.25%



        DEARBORN  MI            120             $19,488.35
        UNKNW                   104     2.00    28500.00        4/24/06 
        MI              2578764 75.00                   4/24/96
        48124                   42
                                        10.5%



        BARTLETT  IL            120             $40,582.29
        UNKNW                   104     0.99    80000.00        4/23/06 
        IL              2578765 90.00                   4/23/96
        60103                   40
                                        9.49%



        LIVONIA  MI             120             $14,151.22
        UNKNW                   105     1.75    48000.00        5/8/06 
        MI              2578766 80.00                   5/8/96
        48154                   22
                                        10.25%



        CLARKSTO  MI            120             $13,611.01
        UNKNW                   105     1.75    13700.00        5/22/06 
        MI              2578767 80.00                   5/22/96
        48348                   27
                                        10.25%



        PLAINWEL  MI            120             $24,720.01
        UNKNW                   104     2.75    25000.00        4/23/06 
        MI              2578768 82.00                   4/23/96
        49080                   0
                                        11.25%



        ONTARIO  NY             120             $10,816.37
        UNKNW                   105     0.99    15000.00        5/1/06 
        NY              2578769 79.00                   5/1/96
        14519                   30
                                        9.49%



        STOCKTON  CA            120             $9,422.61
        UNKNW                   105     0.99    10000.00        5/30/06 
        CA              2578770 75.00                   5/30/96
        95205                   44
                                        9.49%



        PENDLETO  IN            120             $17,496.87
        UNKNW                   104     0.99    30000.00        4/23/06 
        IN              2578771 73.00                   4/23/96
        00000                   24
                                        9.49%



        MILWAUKE  WI            120             $18,560.89
        UNKNW                   105     0.99    25000.00        5/30/06 
        WI              2578772 43.00                   5/30/96
        53225                   46
                                        9.49%





        SOUTH  AMBOY NJ
        UNKNW                   120     1.99    $49,940.97
        NJ              2578773 90.00 105               50000.00        5/13/96
        08879                   43                      12:00 AM
                                        10.49%



        COVENTRY  RI            120             $13,700.00
        UNKNW                   106     0.99    14200.00        6/5/06 
        RI              2578774 80.00                   6/5/96
        02816                   34
                                        9.49%



        O'FALLON  MO            120             $8,004.67
        UNKNW                   105     2.00    15000.00        5/21/06 
        MO              2578775 80.00                   5/21/96
        63366                   33
                                        10.5%



        NORTH  WALES PA 120             $18,999.92
        UNKNW                   104     1.99    19000.00        4/29/06 
        PA              2578776 90.00                   4/29/96
        19454                   39
                                        10.49%



        ANCHORAG  AK            120             $26,594.26
        UNKNW                   104     1.75    37000.00        4/17/06 
        AK              2578777 80.00                   4/17/96
        99508                   37
                                        10.25%



        FRANKTON  IN            120             $17,045.70
        UNKNW                   105     1.99    24600.00        5/4/06 
        IN              2578778 90.00                   5/4/96
        46044                   23
                                        10.49%



        WHITTIER  CA            120             $34,831.72
        UNKNW                   104     4.00    35000.00        4/30/06 
        CA              2578779 99.00                   4/30/96
        90605                   37
                                        12.5%



        TELLURID  CO            120             $29,917.12
        UNKNW                   104     1.75    50000.00        4/26/06 
        CO              2578780 63.00                   4/26/96
        81435                   30
                                        10.25%



        BRIER  WA               120             $36,165.86
        UNKNW                   105     4.00    38000.00        5/23/06 
        WA              2578781 80.00                   5/23/96
        98036                   34
                                        12.5%



        MOUNT  VERNON NY        120             $73,855.60
        UNKNW                   105     0.99    75000.00        5/30/06 
        NY              2578782 63.00                   5/30/96
        10552                   46
                                        9.49%



        MESA  AZ                120             $100,155.08
        UNKNW                   106     0.99    100000.00 6/7/06 
        AZ              2578783 58.00                   6/7/96
        85207                   0
                                        9.49%





        NEW  YORK NY
        UNKNW                   120     1.49    $9,912.63
        NY              2578784 75.00 106               34000.00        6/7/96
        10011                   0                       12:00 AM
                                        9.99%



        EVANSVIL  WI            120             $19,400.60
        UNKNW                   105     1.75    30000.00        5/8/06 
        WI              2578785 40.00                   5/8/96
        53536                   9
                                        10.25%



        FREEBURG  IL            120             $26,472.76
        UNKNW                   104     0.99    28000.00        4/25/06 
        IL              2578786 80.00                   4/25/96
        62243                   22
                                        9.49%



        NEW  OXFORD PA  120             $13,699.53
        UNKNW                   104     2.00    23400.00        4/18/06 
        PA              2578787 80.00                   4/18/96
        17350                   24
                                        10.5%



        SANTA  CRUZ CA  120             $3,021.96
        UNKNW                   106     0.99    100000.00 6/21/06 
        CA              2578788 63.00                   6/21/96
        95060                   45
                                        9.49%



        SAN  JOSE CA            120             $24,042.33
        UNKNW                   105     0.99    25000.00        5/3/06 
        CA              2578789 78.00                   5/3/96
        95124                   22
                                        9.49%



        PLEASANT  HILL CA       120             $23,497.53
        UNKNW                   105     2.00    24000.00        5/10/06 
        CA              2578790 80.00                   5/10/96
        94523                   36
                                        10.5%



        DIMONDAL  MI            120             $16,995.16
        UNKNW                   104     0.99    30000.00        4/26/06 
        MI              2578791 77.00                   4/26/96
        48821                   12
                                        9.49%



        GROSSE  POINTE WOODS MI 120             $4,637.59
        UNKNW                   105     1.75    23000.00        5/2/06 
        MI              2578792 80.00                   5/2/96
        48236                   22
                                        10.25%



        BELMONT  MI             120             $64,623.41
        UNKNW                   106     2.00    64800.00        6/20/06 
        MI              2578793 90.00                   6/20/96
        49306                   21
                                        10.5%



        CLARE  MI               120             $14,394.85
        UNKNW                   104     0.99    14500.00        4/26/06 
        MI              2578794 80.00                   4/26/96
        48617                   39
                                        9.49%





        GLEN  ALLEN VA
        UNKNW                   120     0.99    $12,828.67
        VA              2578795 80.00 104               16600.00        4/29/96
        23060                   28                      12:00 AM
                                        9.49%



        OXFORD  MI              120             $16,907.46
        UNKNW                   105     1.75    17000.00        5/17/06 
        MI              2578796 75.00                   5/17/96
        48371                   30
                                        10.25%



        ANCHORAG  AK            120             $56,889.82
        UNKNW                   105     0.99    61500.00        5/16/06 
        AK              2578797 80.00                   5/16/96
        99517                   15
                                        9.49%



        ROCHESTE  NY            120             $2,761.37
        UNKNW                   105     0.99    22000.00        5/16/06 
        NY              2578798 80.00                   5/16/96
        14612                   25
                                        9.49%



        KILDEER  IL             120             $1,058.37
        UNKNW                   104     0.99    30000.00        4/26/06 
        IL              2578799 69.00                   4/26/96
        60047                   33
                                        9.49%



        HEREFORD  AZ            120             $25,062.70
        UNKNW                   106     2.75    25100.00        6/4/06 
        AZ              2578800 90.00                   6/4/96
        85615                   44
                                        11.25%



        2382  PHLOX COURT       120             $22,302.24
        JAMISON         107     2.00    24000.00        7/9/06 
        PA              2578801 90.00                   7/9/96
        18929                   28
                                        10.5%



        MILAN  TN               120             $20,852.56
        UNKNW                   106     1.49    21000.00        6/4/06 
        TN              2578802 90.00                   6/4/96
        38358                   35
                                        9.99%



        CLOVERDA  CA            120             $31,709.92
        UNKNW                   105     0.99    32000.00        5/10/06 
        CA              2578803 80.00                   5/10/96
        95425                   44
                                        9.49%



        HARRISBU  PA            120             $18,962.39
        UNKNW                   105     0.99    19000.00        5/9/06 
        PA              2578804 90.00                   5/9/96
        17112                   38
                                        9.49%



        SAINT  LOUIS MO 120             $8,217.56
        UNKNW                   104     3.00    12500.00        4/16/06 
        MO              2578805 90.00                   4/16/96
        63129                   23
                                        11.5%





        STAMFORD  CT
        UNKNW                   120     1.75    $32,492.74
        CT              2578806 90.00 105               33900.00        5/22/96
        06905                   41                      12:00 AM
                                        10.25%



        MIDDLETO  MD            120             $14,719.88
        UNKNW                   104     0.99    15000.00        4/26/06 
        MD              2578807 80.00                   4/26/96
        21769                   36
                                        9.49%



        6328  COUNTY DONEGAL    120             $7,843.31
        CHARLOTTE               105     1.50    49000.00        5/20/06 
        NC              2578808 80.00                   5/20/96
        28277                   20
                                        10.%



        BLOOMING  IL            120             $56,524.64
        UNKNW                   105     0.99    71000.00        5/17/06 
        IL              2578809 74.00                   5/17/96
        61704                   30
                                        9.49%



        HAYWARD  CA             120             $9,718.30
        UNKNW                   105     1.99    10000.00        5/23/06 
        CA              2578810 90.00                   5/23/96
        94544                   0
                                        10.49%



        MIDDLEBU  VT            120             $12,971.09
        UNKNW                   106     2.00    13800.00        6/11/06 
        VT              2578811 90.00                   6/11/96
        05753                   36
                                        10.5%



        AMHERST  NY             120             $33,978.85
        UNKNW                   104     2.50    36000.00        4/15/06 
        NY              2578812 90.00                   4/15/96
        14068                   55
                                        11.%



        MESA  AZ                120             $24,393.38
        UNKNW                   104     0.99    25400.00        4/25/06 
        AZ              2578813 72.00                   4/25/96
        85213                   22
                                        9.49%



        FLINT  MI               120             $27,490.19
        UNKNW                   105     0.99    30000.00        5/28/06 
        MI              2578814 80.00                   5/28/96
        48501                   33
                                        9.49%



        925  BROMLEY WAY        120             $45,709.61
        RALEIGH         112     0.99    100000.00 12/4/06 
        NC              2578815 51.00                   12/4/96
        27615                   49
                                        9.49%



        CASTAIC  CA             120             $33,365.92
        UNKNW                   104     2.75    33600.00        4/15/06 
        CA              2578816 90.00                   4/15/96
        91384                   43
                                        11.25%





        HIGHLAND  UT
        UNKNW                   120     2.75    $33,486.34
        UT              2578817 90.00 104               34600.00        4/19/96
        84003                   0                       12:00 AM
                                        11.25%



        PATTERSO  NY            120             $14,985.76
        UNKNW                   104     0.99    16000.00        4/24/06 
        NY              2578818 77.00                   4/24/96
        12563                   45
                                        9.49%



        FLAGSTAF  AZ            120             $25,256.23
        UNKNW                   105     1.75    25600.00        5/10/06 
        AZ              2578819 80.00                   5/10/96
        86001                   21
                                        10.25%



        MC  KEESPORT PA 120             $11,773.62
        UNKNW                   105     3.00    12600.00        5/13/06 
        PA              2578820 90.00                   5/13/96
        15134                   30
                                        11.5%



        AFFTON  MO              120             $23,788.18
        UNKNW                   106     0.99    30000.00        6/12/06 
        MO              2578821 73.00                   6/12/96
        63123                   41
                                        9.49%



        EUREKA  CA              120             $20,585.08
        UNKNW                   105     2.00    41000.00        5/30/06 
        CA              2578822 90.00                   5/30/96
        95501                   37
                                        10.5%



        TROY  MI                120             $37,412.88
        UNKNW                   105     0.99    40000.00        5/13/06 
        MI              2578823 66.00                   5/13/96
        48098                   34
                                        9.49%



        WESTWOOD  MA            120             $72,045.83
        UNKNW                   105     0.99    73000.00        5/20/06 
        MA              2578824 76.00                   5/20/96
        02090                   41
                                        9.49%



        BEVERLY  MA             120             $20,335.21
        UNKNW                   104     3.00    30000.00        4/23/06 
        MA              2578825 89.00                   4/23/96
        01915                   40
                                        11.5%



        EUGENE  OR              120             $29,939.98
        UNKNW                   104     1.50    30000.00        4/30/06 
        OR              2578826 57.00                   4/30/96
        97404                   51
                                        10.%



        MEDFORD  MA             120             $14,041.56
        UNKNW                   105     0.99    14400.00        5/7/06 
        MA              2578827 80.00                   5/7/96
        02155                   0
                                        9.49%





        WHITE  LAKE MI
        UNKNW                   120     0.99    $38,755.53
        MI              2578828 67.00 105               40000.00        5/31/96
        48386                   43                      12:00 AM
                                        9.49%



        SPARKS  NV              120             $21,847.58
        UNKNW                   106     0.99    23100.00        6/17/06 
        NV              2578829 80.00                   6/17/96
        89431                   42
                                        9.49%



        CARLSBAD  CA            120             $18,319.71
        UNKNW                   105     0.99    18900.00        5/6/06 
        CA              2578830 80.00                   5/6/96
        92008                   42
                                        9.49%



        CLARKSTO  MI            120             $24,703.00
        UNKNW                   106     2.50    26000.00        6/5/06 
        MI              2578831 90.00                   6/5/96
        48348                   29
                                        11.%



        FORT  LAUDERDALE FL     120             $89,667.13
        UNKNW                   107     0.99    100000.00 7/17/06 
        FL              2578832 54.00                   7/17/96
        33316                   46
                                        9.49%



        BAY  CITY MI            120             $19,996.59
        UNKNW                   105     1.75    20000.00        5/10/06 
        MI              2578833 90.00                   5/10/96
        48706                   27
                                        10.25%



        FLORAL  CITY FL 120             $22,255.60
        UNKNW                   105     0.99    24000.00        5/9/06 
        FL              2578834 80.00                   5/9/96
        34436                   26
                                        9.49%



        334  CHERRY STREET      120             $17,714.12
        LABADIEVILLE            107     1.99    20000.00        7/9/06 
        LA              2578835 88.00                   7/9/96
        70372                   45
                                        10.49%



        BURTON  MI              120             $23,591.54
        UNKNW                   105     0.99    24200.00        5/7/06 
        MI              2578836 80.00                   5/7/96
        48529                   30
                                        9.49%



        BRAZIL  IN              120             $14,070.92
        UNKNW                   105     2.00    14600.00        5/17/06 
        IN              2578837 80.00                   5/17/96
        47834                   44
                                        10.5%



        MOUNT  MORRIS MI        120             $29,062.22
        UNKNW                   106     0.99    30000.00        6/4/06 
        MI              2578838 52.00                   6/4/96
        48458                   31
                                        9.49%





        MEREDITH  CO
        UNKNW                   120     1.75    $39,350.24
        CO              2578839 61.00 104               40000.00        4/12/96
        81642                   0                       12:00 AM
                                        10.25%



        WASHINGT  TOWNSHIP NJ   120             $51,052.14
        UNKNW                   104     2.50    58000.00        4/11/06 
        NJ              2578840 89.00                   4/11/96
        08691                   0
                                        11.%



        APTOS  CA               120             $49,927.46
        UNKNW                   104     2.75    50200.00        4/11/06 
        CA              2578841 90.00                   4/11/96
        95003                   42
                                        11.25%



        SAN  DIEGO CA           120             $33,000.00
        UNKNW                   104     2.75    33000.00        4/22/06 
        CA              2578842 90.00                   4/22/96
        92154                   42
                                        11.25%



        WHITE  LAKE MI  120             $32,352.53
        UNKNW                   104     1.25    55600.00        4/22/06 
        MI              2578843 80.00                   4/22/96
        48386                   28
                                        9.75%



        BRICK  TOWNSHIP NJ      120             $26,444.62
        UNKNW                   105     2.75    37400.00        5/14/06 
        NJ              2578844 90.00                   5/14/96
        08723                   40
                                        11.25%



        17325  PARKSIDE 120             $18,149.36
        TINLEY PARK             107     0.99    20000.00        7/10/06 
        IL              2578845 73.00                   7/10/96
        60477                   46
                                        9.49%



        MICCO  FL               120             $39,899.63
        UNKNW                   105     0.99    40000.00        5/9/06 
        FL              2578846 40.00                   5/9/96
        32976                   30
                                        9.49%



        LOCKPORT  NY            120             $19,894.53
        UNKNW                   105     0.99    20000.00        5/6/06 
        NY              2578847 80.00                   5/6/96
        14094                   32
                                        9.49%



        FOREST  GROVE OR        120             $22,699.92
        UNKNW                   105     3.00    22700.00        5/8/06 
        OR              2578848 86.00                   5/8/96
        97116                   41
                                        11.5%



        FRANKLIN  TN            120             $7,791.28
        UNKNW                   105     0.99    13300.00        5/7/06 
        TN              2578849 80.00                   5/7/96
        37064                   27
                                        9.49%





        SANTA  CLARITA CA
        UNKNW                   120     2.50    $58,999.60
        CA              2578850 89.00 104               66000.00        4/12/96
        91350                   43                      12:00 AM
                                        11.%



        1510  CANTEBURY CIRCLE 120              $23,910.14
        GRUNDY CENTER           104     2.00    25000.00        4/29/06 
        IA              2578851 75.00                   4/29/96
        50638                   19
                                        10.5%



        SAN  DIMAS CA           120             $11,812.71
        UNKNW                   105     0.99    15000.00        5/16/06 
        CA              2578852 80.00                   5/16/96
        91773                   0
                                        9.49%



        NORCO  CA               120             $11,394.08
        UNKNW                   105     1.99    12400.00        5/15/06 
        CA              2578853 90.00                   5/15/96
        91760                   27
                                        10.49%



        VICKSBUR  MS            120             $28,980.56
        UNKNW                   108     0.99    28800.00        8/6/06 
        MS              2578854 80.00                   8/6/96
        39180                   44
                                        9.49%



        WEST  HAVEN CT  120             $27,959.25
        UNKNW                   104     0.99    37600.00        4/30/06 
        CT              2578855 80.00                   4/30/96
        06516                   0
                                        9.49%



        HARWOOD  HEIGHTS IL     120             $23,555.16
        UNKNW                   105     3.00    25900.00        5/7/06 
        IL              2578856 90.00                   5/7/96
        60656                   33
                                        11.5%



        ST.  CLAIR SHORES MI    120             $20,542.07
        UNKNW                   105     0.99    37000.00        5/14/06 
        MI              2578857 80.00                   5/14/96
        48082                   34
                                        9.49%



        CARY  NC                120             $22,172.37
        UNKNW                   104     3.00    29800.00        4/11/06 
        NC              2578858 90.00                   4/11/96
        27511                   0
                                        11.5%



        FLINT  MI               120             $10,061.88
        UNKNW                   105     0.99    12000.00        5/8/06 
        MI              2578859 70.00                   5/8/96
        48507                   31
                                        9.49%



        DULUTH  GA              120             $11,105.98
        UNKNW                   105     1.99    12200.00        5/21/06 
        GA              2578860 90.00                   5/21/96
        30136                   39
                                        10.49%





        VENETA  OR
        UNKNW                   120     0.99    $20,570.89
        OR              2578861 58.00 105               40000.00        5/8/96
        97487                   33                      12:00 AM
                                        9.49%



        FLUSHING  MI            120             $11,130.24
        UNKNW                   105     0.99    12000.00        5/8/06 
        MI              2578862 27.00                   5/8/96
        48433                   25
                                        9.49%



        CLAIRTON  PA            120             $25,958.68
        UNKNW                   104     0.99    27000.00        4/24/06 
        PA              2578863 64.00                   4/24/96
        15025                   31
                                        9.49%



        LOS  OLIVOS, CA 120             $26,987.39
        UNKNW                   104     2.75    27000.00        4/19/06 
        CA              2578864 90.00                   4/19/96
        93441                   44
                                        11.25%



        SADDLE  RIVER NJ        120             $35,513.69
        UNKNW                   104     1.75    86000.00        4/10/06 
        NJ              2578865 71.00                   4/10/96
        07458                   0
                                        10.25%



        DEFIANCE  OH            120             $20,727.17
        UNKNW                   104     0.99    30000.00        4/29/06 
        OH              2578866 44.00                   4/29/96
        43512                   37
                                        9.49%



        GRAND  ISLAND NY        120             $25,624.14
        UNKNW                   104     0.99    30000.00        4/22/06 
        NY              2578867 51.00                   4/22/96
        14072                   33
                                        9.49%



        FOREST  HILLS NY        120             $15,000.00
        UNKNW                   105     2.00    15000.00        5/29/06 
        NY              2578868 74.00                   5/29/96
        11375                   40
                                        10.5%



        SCHERERV  IN            120             $53,016.33
        UNKNW                   105     0.99    55000.00        5/3/06 
        IN              2578869 61.00                   5/3/96
        46375                   0
                                        9.49%



        CAMBY  IN               120             $11,899.63
        UNKNW                   104     1.75    30000.00        4/24/06 
        IN              2578870 44.00                   4/24/96
        46113                   21
                                        10.25%



        AUSTIN  TX              120             $23,992.13
        UNKNW                   104     3.00    25800.00        4/26/06 
        NJ              2578871 90.00                   4/26/96
        78734                   30
                                        11.5%





        GROSSE  POINTE WOODS MI
        UNKNW                   120     2.75    $35,230.53
        MI              2578872 90.00 104               36500.00        4/25/96
        48236                   44                      12:00 AM
                                        11.25%



        VIENNA  TOWNSHIP MI     120             $25,175.34
        UNKNW                   104     2.50    26000.00        4/25/06 
        MI              2578873 90.00                   4/25/96
        48420                   30
                                        11.%



        12  ANNESWAY            120             $21,701.17
        LANDENBERG              107     0.99    55300.00        7/2/06 
        PA              2578874 80.00                   7/2/96
        19350                   28
                                        9.49%



        BOYNTON  BEACH FL       120             $35,793.67
        UNKNW                   105     0.99    36000.00        5/22/06 
        FL              2578875 80.00                   5/22/96
        33437                   0
                                        9.49%



        CLOVERDA  CA            120             $17,513.00
        UNKNW                   104     0.99    20000.00        4/23/06 
        CA              2578876 10.00                   4/23/96
        95425                   31
                                        9.49%



        WATERFOR  MI            120             $8,105.75
        UNKNW                   105     0.99    25000.00        5/3/06 
        MI              2578877 39.00                   5/3/96
        48328                   40
                                        9.49%



        MERRILLV  IN            120             $24,992.20
        UNKNW                   106     0.99    25000.00        6/12/06 
        IN              2578878 80.00                   6/12/96
        46410                   39
                                        9.49%



        BOZEMAN  MT             120             $32,996.58
        UNKNW                   105     0.99    34000.00        5/21/06 
        MT              2578879 80.00                   5/21/96
        59715                   44
                                        9.49%



        VANCOUVE  WA            120             $23,571.00
        UNKNW                   105     4.00    23600.00        5/9/06 
        WA              2578880 80.00                   5/9/96
        98682                   41
                                        9.22%



        BEDFORD  NY             120             $228.97
        UNKNW                   104     2.00    25000.00        4/9/06 
        NY              2578881 80.00                   4/9/96
        10549                   0
                                        10.5%



        ROCHESTE  HILLS MI      120             $32,596.89
        UNKNW                   104     1.50    40000.00        4/12/06 
        MI              2578882 80.00                   4/12/96
        48309                   23
                                        10.%





        FLUSHING  MI
        UNKNW                   120     1.75    $47,674.81
        MI              2578883 79.00 104               50000.00        4/24/96
        48433                   31                      12:00 AM
                                        10.25%



        LANCASTE  NY            120             $19,189.00
        UNKNW                   104     2.75    19200.00        4/29/06 
        NY              2578884 89.00                   4/29/96
        14086                   33
                                        11.25%



        EATON  OH               120             $6,764.24
        UNKNW                   104     1.75    28900.00        4/12/06 
        OH              2578885 79.00                   4/12/96
        45320                   43
                                        10.25%



        WINDSOR  CT             120             $5,697.59
        UNKNW                   104     2.00    16800.00        4/15/06 
        CT              2578886 80.00                   4/15/96
        06095                   25
                                        10.5%



        OCCIDENT  CA            120             $42,401.40
        UNKNW                   105     0.99    50000.00        5/28/06 
        CA              2578887 56.00                   5/28/96
        95465                   44
                                        9.49%



        CARO  MI                120             $33,913.40
        UNKNW                   105     0.99    35000.00        5/17/06 
        MI              2578888 50.00                   5/17/96
        48723                   30
                                        9.49%



        OMAHA  NE               120             $51,084.16
        UNKNW                   105     0.99    52000.00        5/10/06 
        IA              2578889 78.00                   5/10/96
        68108                   40
                                        9.49%



        SOUTHFIE  MI            120             $37,313.03
        UNKNW                   105     0.99    37500.00        5/7/06 
        MI              2578890 74.00                   5/7/96
        48034                   34
                                        9.49%



        MORGAN  HILL CA 120             $27,675.35
        UNKNW                   104     0.99    30000.00        4/23/06 
        CA              2578891 62.00                   4/23/96
        95037                   20
                                        9.49%



        GROSSE  POINT PARK MI   120             $14,362.07
        UNKNW                   105     0.99    40000.00        5/20/06 
        MI              2578892 78.00                   5/20/96
        48230                   27
                                        9.49%



        RED  BLUFF CA           120             $19,533.99
        UNKNW                   105     0.99    22000.00        5/28/06 
        CA              2578893 80.00                   5/28/96
        96080                   41
                                        9.49%





        SUGAR  GROVE IL
        UNKNW                   120     1.50    $24,913.20
        IL              2578894 73.00 106               25000.00        6/19/96
        60554                   64                      12:00 AM
                                        10.%



        HOLLYWOO  FL            120             $14,850.26
        UNKNW                   105     0.99    24000.00        5/15/06 
        FL              2578895 85.00                   5/15/96
        33024                   29
                                        9.49%



        MARLBORO  NJ            120             $219,627.00
        UNKNW                   106     0.99    220000.00 6/5/06 
        NJ              2578896 77.00                   6/5/96
        07746                   37
                                        9.49%



        ST.  MICHAEL MN 120             $8,913.16
        UNKNW                   105     0.99    10000.00        5/3/06 
        MN              2578897 62.00                   5/3/96
        55376                   33
                                        9.49%



        PHILADEL  PA            120             $11,999.80
        UNKNW                   105     0.99    12000.00        5/31/06 
        PA              2578898 80.00                   5/31/96
        19104                   9
                                        9.49%



        SUMMIT  NJ              120             $11,370.40
        UNKNW                   104     0.99    30000.00        4/22/06 
        NJ              2578899 56.00                   4/22/96
        07901                   28
                                        9.49%



        SAN  RAFAEL CA  120             $59,973.96
        UNKNW                   104     1.50    60000.00        4/10/06 
        CA              2578900 68.00                   4/10/96
        94903                   39
                                        10.%



        PORTLAND  OR            120             $13,951.52
        UNKNW                   104     3.00    14000.00        4/8/06 
        OR              2578901 84.00                   4/8/96
        97213                   40
                                        11.5%



        EVERGREE  CO            120             $49,550.43
        UNKNW                   104     1.75    50000.00        4/24/06 
        CO              2578902 58.00                   4/24/96
        80437                   45
                                        10.25%



        BOX  132A               120             $25,442.40
        GREAT                   106     2.75    25900.00        6/4/06 
        MA              2578903 90.00                   6/4/96
        01230                   35
                                        11.25%



        PHENIX  CITY AL 120             $11,926.29
        UNKNW                   104     0.99    12000.00        4/18/06 
        AL              2578904 55.00                   4/18/96
        36867                   15
                                        9.49%





        PEMBROKE  FL
        UNKNW                   120     0.99    $42,814.97
        FL              2578905 80.00 106               42900.00        6/17/96
        33023                   36                      12:00 AM
                                        9.49%



        MC  HENRY IL            120             $29,976.05
        UNKNW                   105     0.99    30000.00        5/6/06 
        IL              2578906 75.00                   5/6/96
        60050                   36
                                        9.49%



        BILLINGS  MT            120             $37,216.98
        UNKNW                   105     0.99    76000.00        5/22/06 
        MT              2578907 79.00                   5/22/96
        59106                   44
                                        9.49%



        OKLAHOMA  CITY OK       120             $18,960.90
        UNKNW                   105     0.99    42600.00        5/3/06 
        OK              2578908 80.00                   5/3/96
        73099                   35
                                        9.49%



        PARAMUS  NJ             120             $14,386.27
        UNKNW                   104     3.00    16100.00        4/12/06 
        NJ              2578909 90.00                   4/12/96
        07652                   29
                                        11.5%



        MIDLOTHI  VA            120             $42,848.16
        UNKNW                   106     1.75    43000.00        6/24/06 
        VA              2578910 77.00                   6/24/96
        23113                   29
                                        10.25%



        HUNTINGT  BEACH CA      120             $13,081.03
        UNKNW                   106     0.99    15000.00        6/18/06 
        CA              2578911 68.00                   6/18/96
        92647                   42
                                        9.49%



        KENMORE  NY             120             $13,099.89
        UNKNW                   104     1.75    13400.00        4/12/06 
        NY              2578912 80.00                   4/12/96
        14217                   41
                                        10.25%



        LEISURE  CITY FL        120             $12,027.17
        UNKNW                   104     2.00    27700.00        4/29/06 
        FL              2578913 80.00                   4/29/96
        33033                   32
                                        10.5%



        173  OLD FARM CIRCLE    120             $19,005.70
        WILLIAMSVILLE           108     0.99    19600.00        8/1/06 
        NY              2578914 80.00                   8/1/96
        14221                   25
                                        9.49%



        TRAPPE  PA              120             $17,766.89
        UNKNW                   104     0.99    30000.00        4/19/06 
        PA              2578915 79.00                   4/19/96
        19426                   28
                                        9.49%





        MILLSBOR  DE
        UNKNW                   120     1.99    $35,687.31
        DE              2578916 86.00 105               36000.00        5/14/96
        19966                   43                      12:00 AM
                                        10.49%



        LAS  VEGAS NV           120             $21,723.78
        UNKNW                   104     1.99    23100.00        4/29/06 
        NV              2578917 90.00                   4/29/96
        89129                   40
                                        10.49%



        BLOOMFIE  HILLS MI      120             $33,929.02
        UNKNW                   104     1.75    63500.00        4/12/06 
        MI              2578918 80.00                   4/12/96
        48304                   29
                                        10.25%



        ARLINGTO  HEIGHTS IL    120             $7,349.62
        UNKNW                   105     0.99    25000.00        5/1/06 
        IL              2578919 83.00                   5/1/96
        60005                   41
                                        9.49%



        GRAND  RAPIDS MI        120             $19,309.31
        UNKNW                   104     0.99    30000.00        4/17/06 
        MI              2578920 68.00                   4/17/96
        49505                   37
                                        9.49%



        CANTON  MI              120             $25,638.18
        UNKNW                   104     0.99    26000.00        4/26/06 
        MI              2578921 77.00                   4/26/96
        48187                   31
                                        9.49%



        ROCHESTE  HILLS MI      120             $9,559.62
        UNKNW                   105     1.75    10000.00        5/2/06 
        MI              2578922 80.00                   5/2/96
        48442                   28
                                        10.25%



        PITTSFOR  NY            120             $19,498.02
        UNKNW                   105     2.00    21000.00        5/10/06 
        NY              2578923 80.00                   5/10/96
        14534                   25
                                        10.5%



        MONTPELI  VA            120             $9,134.04
        UNKNW                   104     0.99    10000.00        4/25/06 
        VA              2578924 57.00                   4/25/96
        23192                   37
                                        9.49%



        RICHMOND  CA            120             $7,832.10
        UNKNW                   104     0.99    100000.00 4/24/06 
        CA              2578925 77.00                   4/24/96
        94803                   31
                                        9.49%



        VIENNA  VA              120             $26,946.76
        UNKNW                   104     0.99    30000.00        4/25/06 
        VA              2578926 51.00                   4/25/96
        22180                   37
                                        9.49%





        ANDERSON  IN
        UNKNW                   120     0.99    $23,135.06
        IN              2578927 73.00 104               30000.00        4/17/96
        46011                   33                      12:00 AM
                                        9.49%



        210  AZALEA LANE        120             $9,902.15
        UNCASVILLE              106     1.99    10000.00        6/10/06 
        CT              2578928 88.00                   6/10/96
        06382                   33
                                        10.49%



        BRENTWOO  NH            120             $58,707.47
        UNKNW                   105     0.99    64000.00        5/23/06 
        NH              2578929 70.00                   5/23/96
        03833                   46
                                        9.49%



        BIRMINGH  MI            120             $27,424.11
        UNKNW                   105     0.99    28000.00        5/6/06 
        MI              2578930 79.00                   5/6/96
        48009                   35
                                        9.49%



        SAN  DIEGO CA           120             $18,105.35
        UNKNW                   104     3.00    21700.00        4/23/06 
        CA              2578931 90.00                   4/23/96
        92129                   27
                                        11.5%



        SANDWICH  MA            120             $12,753.82
        UNKNW                   104     2.50    12800.00        4/23/06 
        MA              2578932 90.00                   4/23/96
        02563                   0
                                        11.%



        STEAMBOA  SPRINGS, CO   120             $22,234.92
        UNKNW                   104     2.00    100000.00 4/4/06 
        CO              2578933 74.00                   4/4/96
        80477                   27
                                        10.5%



        CASTRO  VALLEY CA       120             $4,093.99
        UNKNW                   104     2.00    40000.00        4/8/06 
        CA              2578934 79.00                   4/8/96
        94546                   23
                                        10.5%



        CHOUTEAU  OK            120             $15,934.51
        UNKNW                   105     1.99    16000.00        5/31/06 
        OK              2578935 89.00                   5/31/96
        74337                   42
                                        10.49%



        TIVERTON  RI            120             $20,842.11
        UNKNW                   106     0.99    21000.00        6/5/06 
        RI              2578936 76.00                   6/5/96
        02878                   44
                                        9.49%



        MODESTO  CA             120             $74,266.29
        UNKNW                   105     0.99    75000.00        5/28/06 
        CA              2578937 82.00                   5/28/96
        95355                   41
                                        9.49%





        BROWNSVI  WI
        UNKNW                   120     0.99    $19,448.02
        WI              2578938 68.00 104               20000.00        4/17/96
        53006                   23                      12:00 AM
                                        9.49%



        INDIANAP  IN            120             $23,488.30
        UNKNW                   104     0.99    50000.00        4/25/06 
        IN              2578939 49.00                   4/25/96
        46236                   32
                                        9.49%



        BURNSVIL  MN            120             $18,656.19
        UNKNW                   106     0.99    26000.00        6/4/06 
        MN              2578940 54.00                   6/4/96
        55337                   42
                                        9.49%



        BYRON  MI               120             $23,885.96
        UNKNW                   104     1.75    25000.00        4/18/06 
        MI              2578941 21.00                   4/18/96
        48418                   33
                                        10.25%



        BLOOMFIE  MI            120             $23,124.29
        UNKNW                   105     0.99    25000.00        5/9/06 
        MI              2578942 80.00                   5/9/96
        48304                   0
                                        9.49%



        LONG  BEACH CA  120             $19,806.59
        UNKNW                   104     0.99    20000.00        4/29/06 
        CA              2578943 77.00                   4/29/96
        90804                   0
                                        9.49%



        NORFOLK  MA             120             $27,089.25
        UNKNW                   105     0.99    30000.00        5/2/06 
        MA              2578944 48.00                   5/2/96
        02056                   38
                                        9.49%



        BAY  CITY MI            120             $36,000.00
        UNKNW                   105     0.99    36000.00        5/13/06 
        MI              2578945 67.00                   5/13/96
        48708                   44
                                        9.49%



        SPRINGFI  MO            120             $21,644.42
        UNKNW                   105     0.99    23600.00        5/21/06 
        MO              2578946 80.00                   5/21/96
        65807                   44
                                        9.49%



        CORDOVA  TN             120             $32,903.94
        UNKNW                   104     2.75    33700.00        4/4/06 
        TN              2578947 90.00                   4/4/96
        38018                   31
                                        11.25%



        TRENTON  MI             120             $15,460.66
        UNKNW                   104     3.00    20200.00        4/17/06 
        MI              2578948 90.00                   4/17/96
        48183                   36
                                        11.5%





        BASALT  CO
        UNKNW                   120     1.75    $23,857.96
        CO              2578949 75.00 104               28000.00        4/4/96
        81621                   34                      12:00 AM
                                        10.25%



        MESA  AZ                120             $10,670.52
        UNKNW                   104     2.00    25100.00        4/8/06 
        AZ              2578950 66.00                   4/8/96
        85201                   39
                                        10.5%



        BAKERSFI  CA            120             $4,226.16
        UNKNW                   104     0.99    12800.00        4/24/06 
        CA              2578951 80.00                   4/24/96
        93309                   21
                                        9.49%



        BALLWIN  MO             120             $8,640.99
        UNKNW                   104     3.00    10000.00        4/8/06 
        MO              2578952 84.00                   4/8/96
        63021                   21
                                        11.5%



        WATERFOR  MI            120             $11,886.28
        UNKNW                   104     1.75    12000.00        4/8/06 
        MI              2578953 57.00                   4/8/96
        48329                   36
                                        10.25%



        TROY  MI                120             $21,661.74
        UNKNW                   104     1.75    33500.00        4/9/06 
        MI              2578954 92.00                   4/9/96
        48083                   44
                                        10.25%



        OCEANSID  CA            120             $33,017.04
        UNKNW                   104     2.50    36000.00        4/17/06 
        CA              2578955 90.00                   4/17/96
        92056                   43
                                        11.%



        ALGONAC  MI             120             $28,101.51
        UNKNW                   104     0.99    30000.00        4/18/06 
        MI              2578956 79.00                   4/18/96
        48001                   39
                                        9.49%



        EAST  WINDSOR NJ        120             $18,190.70
        UNKNW                   105     0.99    22600.00        5/31/06 
        NJ              2578957 80.00                   5/31/96
        08520                   25
                                        9.49%



        25  WEST CHERRY STREET 120              $13,742.31
        RISING SUN              104     0.99    20200.00        4/23/06 
        MD              2578958 90.00                   4/23/96
        21911                   23
                                        9.49%



        REVERE  MA              120             $10,950.00
        UNKNW                   106     0.99    11000.00        6/19/06 
        MA              2578959 68.00                   6/19/96
        02151                   48
                                        9.49%





        BURBANK  IL
        UNKNW                   120     0.99    $26,726.25
        IL              2578960 62.00 104               30000.00        4/12/96
        60459                   37                      12:00 AM
                                        9.49%



        BATTLEFI  MO            120             $17,937.84
        UNKNW                   105     0.99    18900.00        5/10/06 
        MO              2578961 80.00                   5/10/96
        65619                   26
                                        9.49%



        CAIRO  GA               120             $29,674.50
        UNKNW                   105     0.99    30000.00        5/15/06 
        GA              2578962 79.00                   5/15/96
        31728                   37
                                        9.49%



        HILTON  HEAD SC 120             $41,940.73
        UNKNW                   106     0.99    50000.00        6/11/06 
        SC              2578963 32.00                   6/11/96
        29928                   37
                                        9.49%



        SAN  LORENZO CA 120             $10,794.37
        UNKNW                   104     0.99    20000.00        4/17/06 
        CA              2578964 67.00                   4/17/96
        94580                   39
                                        9.49%



        CHINO  HILLS CA 120             $15,115.12
        UNKNW                   106     0.99    17000.00        6/14/06 
        CA              2578965 85.00                   6/14/96
        91709                   22
                                        9.49%



        PENSACOL  FL            120             $18,911.02
        UNKNW                   105     0.99    19000.00        5/1/06 
        FL              2578966 76.00                   5/1/96
        32514                   45
                                        9.49%



        GREENBRI  TN            120             $32,864.14
        UNKNW                   105     0.99    33000.00        5/30/06 
        TN              2578967 73.00                   5/30/96
        37073                   26
                                        9.49%



        WARREN  MI              120             $14,809.30
        UNKNW                   104     0.99    15000.00        4/22/06 
        MI              2578968 74.00                   4/22/96
        48089                   39
                                        9.49%



        36  TINC ROAD           120             $18,900.35
        FLANDERS                113     1.99    20000.00        1/9/07 
        NJ              2578969 84.00                   1/9/97
        07836                   27
                                        10.49%



        MAYVILLE  ND            60              $14,832.20
        UNKNW                   45      0.99    18800.00        5/30/01 
        ND              2578970 80.00                   5/30/96
        58257                   19
                                        9.49%





        GRANITE  CITY IL
        UNKNW                   120     0.99    $12,561.84
        IL              2578971 80.00 106               13000.00        6/18/96
        62040                   42                      12:00 AM
                                        9.49%



        MIAMI  FL               120             $26,851.06
        UNKNW                   105     1.49    28400.00        5/3/06 
        FL              2578972 80.00                   5/3/96
        33175                   39
                                        9.99%



        FARRELL  PA             120             $20,905.34
        UNKNW                   105     0.99    21000.00        5/10/06 
        PA              2578973 80.00                   5/10/96
        16121                   20
                                        9.49%



        GARDEN  GROVE CA        120             $29,600.00
        UNKNW                   105     0.99    29600.00        5/9/06 
        CA              2578974 80.00                   5/9/96
        92840                   40
                                        9.49%



        PORTALES  NM            120             $13,325.00
        UNKNW                   105     2.00    15000.00        5/15/06 
        NM              2578975 64.00                   5/15/96
        88130                   43
                                        10.5%



        POMPANO  BEACH FL       120             $23,176.82
        UNKNW                   106     0.99    24000.00        6/11/06 
        FL              2578976 80.00                   6/11/96
        33060                   43
                                        9.49%



        WHITE  LAKE MI  120             $54,677.13
        UNKNW                   104     0.99    90000.00        4/24/06 
        MI              2578977 79.00                   4/24/96
        48383                   23
                                        9.49%



        STURGEON  LAKE MN       120             $21,095.27
        UNKNW                   105     0.99    21800.00        5/2/06 
        MN              2578978 80.00                   5/2/96
        55783                   43
                                        9.49%



        NEWARK  DE              120             $12,996.22
        UNKNW                   104     0.99    29000.00        4/11/06 
        DE              2578979 80.00                   4/11/96
        19711                   31
                                        9.49%



        STERLING  HEIGHTS MI    120             $27,039.56
        UNKNW                   104     0.99    29000.00        4/10/06 
        MI              2578980 80.00                   4/10/96
        48313                   46
                                        9.49%



        R.  R.  #1 BOX 261      120             $34,770.49
        HAUBSTADT               108     0.99    35000.00        8/29/06 
        IN              2578981 67.00                   8/29/96
        47639                   19
                                        9.49%





        LINDENHU  IL
        UNKNW                   120     0.99    $24,665.43
        IL              2578982 69.00 105               25000.00        5/2/96
        60046                   42                      12:00 AM
                                        9.49%



        LONDON  DARRY NH        120             $25,099.45
        UNKNW                   104     1.25    25100.00        4/9/06 
        NH              2578983 73.00                   4/9/96
        03053                   50
                                        9.75%



        GLENDALE  AZ            120             $29,858.91
        UNKNW                   104     2.75    30000.00        4/10/06 
        AZ              2578984 85.00                   4/10/96
        85310                   22
                                        11.25%



        WANTAGH  NY             120             $18,856.38
        UNKNW                   104     3.00    19000.00        4/3/06 
        NY              2578985 90.00                   4/3/96
        11793                   38
                                        11.5%



        PLACENTI  CA            120             $20,880.72
        UNKNW                   105     0.99    37700.00        5/13/06 
        CA              2578986 80.00                   5/13/96
        92870                   25
                                        9.49%



        LIVONIA  MI             120             $19,182.06
        UNKNW                   104     1.49    30000.00        4/26/06 
        MI              2578987 57.00                   4/26/96
        48154                   33
                                        9.99%



        LAUDERDA  LAKES FL      120             $14,864.31
        UNKNW                   105     0.99    15000.00        5/20/06 
        FL              2578988 72.00                   5/20/96
        33311                   45
                                        9.49%



        GRAND  ISLAND NY        120             $21,800.92
        UNKNW                   104     0.99    25000.00        4/29/06 
        NY              2578989 60.00                   4/29/96
        14072                   30
                                        9.49%



        MIDLOTHI  VA            120             $13,880.73
        UNKNW                   105     0.99    15000.00        5/17/06 
        VA              2578990 56.00                   5/17/96
        23113                   28
                                        9.49%



        VERNON  NJ              120             $19,647.57
        UNKNW                   105     0.99    20000.00        5/21/06 
        NJ              2578991 77.00                   5/21/96
        07462                   44
                                        9.49%



        ORANGE  PARK FL 120             $15,790.51
        UNKNW                   104     0.99    17500.00        4/12/06 
        FL              2578992 80.00                   4/12/96
        32065                   34
                                        9.49%





        LUCAS  KY
        UNKNW                   120     0.99    $22,381.66
        KY              2578993 65.00 105               35000.00        5/9/96
        42156                   43                      12:00 AM
                                        9.49%



        FRANKLIN  TN            120             $444.48
        UNKNW                   104     0.99    30000.00        4/22/06 
        TN              2578994 70.00                   4/22/96
        37064                   25
                                        9.49%



        409  E. RIALTO  120             $28,828.48
        FRESNO                  107     1.99    29000.00        7/12/06 
        CA              2578995 90.00                   7/12/96
        93704                   45
                                        10.49%



        BROWNSBU  IN            120             $21,456.30
        UNKNW                   104     0.99    22700.00        4/26/06 
        IN              2578996 80.00                   4/26/96
        46112                   33
                                        9.49%



        MIAMI  FL               120             $14,988.24
        UNKNW                   105     0.99    15000.00        5/20/06 
        FL              2578997 76.00                   5/20/96
        33186                   44
                                        9.49%



        BENTON  HARBOR MI       120             $59,004.39
        UNKNW                   105     0.99    58000.00        5/6/06 
        MI              2578998 56.00                   5/6/96
        49022                   32
                                        9.49%



        HOLBROOK  NY            120             $28,839.83
        UNKNW                   104     0.99    30000.00        4/23/06 
        NY              2578999 65.00                   4/23/96
        11741                   22
                                        9.49%



        SAGINAW  MI             120             $15,177.44
        UNKNW                   104     0.99    15300.00        4/18/06 
        MI              2579000 80.00                   4/18/96
        48603                   33
                                        9.49%



        BARRINGT  IL            120             $29,441.47
        UNKNW                   104     0.99    30000.00        4/26/06 
        IL              2579001 57.00                   4/26/96
        60010                   48
                                        9.49%



        ROCHESTE  HILLS MI      120             $8,308.63
        UNKNW                   104     1.75    25000.00        4/23/06 
        MI              2579002 32.00                   4/23/96
        48309                   0
                                        10.25%



        CORONA  CA              120             $11,340.45
        UNKNW                   106     1.99    11800.00        6/7/06 
        CA              2579003 90.00                   6/7/96
        91720                   31
                                        10.49%





        UNIONVIL  CT
        UNKNW                   120     0.99    $86,300.84
        CT              2579004 80.00 105               90300.00        5/29/96
        06085                   37                      12:00 AM
                                        9.49%



        ST  ALBANS VT           120             $3,334.34
        UNKNW                   105     0.99    21800.00        5/7/06 
        VT              2579005 80.00                   5/7/96
        05478                   30
                                        9.49%



        OXFORD  MI              120             $38,820.27
        UNKNW                   104     0.99    40000.00        4/24/06 
        MI              2579006 85.00                   4/24/96
        48371                   34
                                        9.49%



        WARWICK  RI             120             $23,689.33
        UNKNW                   104     0.99    23700.00        4/26/06 
        RI              2579007 80.00                   4/26/96
        02889                   32
                                        9.49%



        LAWTON  OK              120             $34,463.67
        UNKNW                   106     1.99    40000.00        6/10/06 
        OK              2579008 90.00                   6/10/96
        73507                   0
                                        10.49%



        SAN  DIMAS CA           119             $32,599.06
        UNKNW                   104     4.00    35000.00        4/25/06 
        CA              2579009 97.00                   5/30/96
        91773                   39
                                        12.5%



        WYOMING  MI             120             $14,367.38
        UNKNW                   104     3.00    14300.00        4/29/06 
        MI              2579010 90.00                   4/29/96
        49509                   44
                                        11.5%



        WEST  BLOOMFIELD MI     120             $96,401.70
        UNKNW                   104     1.00    100000.00 4/17/06 
        MI              2579011 89.00                   4/17/96
        48323                   43
                                        9.5%



        SANTA  FE NM            120             $14,661.96
        UNKNW                   104     3.00    16600.00        4/12/06 
        NM              2579012 90.00                   4/12/96
        87505                   0
                                        11.5%



        MASON  MI               120             $17,940.76
        UNKNW                   104     2.75    18700.00        4/9/06 
        MI              2579013 90.00                   4/9/96
        48854                   0
                                        11.25%



        RIVERBAN  CA            120             $29,207.39
        UNKNW                   104     0.99    30000.00        4/25/06 
        CA              2579014 65.00                   4/25/96
        95367                   31
                                        9.49%





        CHARLOTT  NC
        UNKNW                   120     0.99    $15,772.04
        NC              2579015 79.00 105               16900.00        5/7/96
        28269                   47                      12:00 AM
                                        9.49%



        SILVER  CITY NM 120             $26,703.65
        UNKNW                   105     0.99    30000.00        5/22/06 
        NM              2579016 75.00                   5/22/96
        88062                   0
                                        9.49%



        ADDISON  TOWNSHIP MI    120             $21,494.94
        UNKNW                   105     0.50    26800.00        5/2/06 
        MI              2579017 80.00                   5/2/96
        48370                   36
                                        9.%



        MIDLAND  MI             120             $11,590.47
        UNKNW                   104     1.75    12000.00        4/2/06 
        MI              2579018 80.00                   4/2/96
        48642                   44
                                        10.25%



        EAST  MEADOW NY 120             $4,538.20
        UNKNW                   105     0.99    36300.00        5/15/06 
        NY              2579019 80.00                   5/15/96
        11554                   39
                                        9.49%



        MOORHEAD  MN            120             $17,071.66
        UNKNW                   104     1.99    17100.00        4/23/06 
        MN              2579020 90.00                   4/23/96
        56560                   22
                                        10.49%



        GREENCAS  PA            120             $16,565.58
        UNKNW                   104     0.99    18800.00        4/10/06 
        PA              2579021 80.00                   4/10/96
        17225                   29
                                        9.49%



        CLARKSTO  MI            120             $34,444.53
        UNKNW                   105     0.99    60000.00        5/20/06 
        MI              2579022 79.00                   5/20/96
        48348                   24
                                        9.49%



        JEFFERSO  OR            120             $2,881.58
        UNKNW                   104     0.99    10000.00        4/29/06 
        OR              2579023 3.00                    4/29/96
        97352                   29
                                        9.49%



        GRIFFIN  GA             120             $48,042.88
        UNKNW                   104     2.50    50000.00        4/18/06 
        GA              2579024 90.00                   4/18/96
        30223                   37
                                        11.%



        ARVADA  CO              120             $12,378.15
        UNKNW                   104     3.00    13000.00        4/5/06 
        CO              2579025 85.00                   4/5/96
        80003                   34
                                        11.5%





        MEHLVILL  MO
        UNKNW                   120     0.99    $13,984.07
        MO              2579026 80.00 104               15800.00        4/17/96
        63129                   31                      12:00 AM
                                        9.49%



        GLOCESTE  RI            120             $13,811.06
        UNKNW                   104     0.99    40000.00        4/19/06 
        RI              2579027 74.00                   4/19/96
        02828                   39
                                        9.49%



        PO  BOX 7729            120             $16,011.62
        JACKSON,                105     0.99    25000.00        5/14/06 
        WY              2579028 40.00                   5/14/96
        83002                   34
                                        9.49%



        ROCHESTE  HILLS MI      120             $19,277.07
        UNKNW                   105     0.99    20000.00        5/8/06 
        MI              2579029 61.00                   5/8/96
        48309                   30
                                        9.49%



        WINSTED  MN             120             $12,620.31
        UNKNW                   104     0.99    15000.00        4/25/06 
        MN              2579030 80.00                   4/25/96
        55395                   36
                                        9.49%



        CROWLEY  LA             120             $19,974.46
        UNKNW                   104     0.99    20000.00        4/18/06 
        LA              2579031 80.00                   4/18/96
        70526                   27
                                        9.49%



        GARDNER  MA             120             $41,995.65
        UNKNW                   105     1.99    45100.00        5/30/06 
        MA              2579032 90.00                   5/30/96
        01440                   34
                                        10.49%



        LINCOLN  RI             120             $25,058.40
        UNKNW                   104     1.75    31500.00        4/25/06 
        RI              2579033 75.00                   4/25/96
        02865                   46
                                        10.25%



        ELK  CITY OK            120             $13,300.22
        UNKNW                   104     0.99    14200.00        4/5/06 
        OK              2579034 80.00                   4/5/96
        73644                   0
                                        9.49%



        WATERFOR  TOWNSHIP MI   120             $17,100.00
        UNKNW                   103     2.75    18600.00        3/29/06 
        MI              2579035 86.00                   3/29/96
        48329                   0
                                        11.25%



        CHICAGO  IL             120             $8,066.92
        UNKNW                   105     1.99    10400.00        5/9/06 
        IL              2579036 90.00                   5/9/96
        60649                   29
                                        10.49%





        BELLEVIL  IL
        UNKNW                   120     0.99    $10,892.46
        IL              2579037 80.00 105               19400.00        5/21/96
        62221                   29                      12:00 AM
                                        9.49%



        LA  VERNE CA            120             $13,000.00
        UNKNW                   104     0.99    29200.00        4/29/06 
        CA              2579038 80.00                   4/29/96
        91750                   28
                                        9.49%



        NORTHRID  CA            120             $20,000.00
        UNKNW                   104     0.99    30000.00        4/26/06 
        CA              2579039 43.00                   4/26/96
        91325                   35
                                        9.49%



        BRECKENR  CO            120             $19,849.59
        UNKNW                   104     2.00    20000.00        4/9/06 
        CO              2579040 69.00                   4/9/96
        80424                   47
                                        10.5%



        HARWINTO  CT            120             $10,238.77
        UNKNW                   104     1.99    13500.00        4/23/06 
        CT              2579041 90.00                   4/23/96
        06791                   34
                                        10.49%



        LEWISTON  NY            120             $1,429.63
        P O BOX         106     0.99    100000.00 6/10/06 
        NY              2579042 49.00                   6/10/96
        14092                   35
                                        9.49%



        HOKESSIN  DE            120             $24,712.04
        UNKNW                   104     0.99    30000.00        4/9/06 
        DE              2579043 80.00                   4/9/96
        19707                   39
                                        9.49%



        LA  CROSSE WI           120             $7,707.86
        UNKNW                   105     0.99    10000.00        5/20/06 
        WI              2579044 45.00                   5/20/96
        54601                   63
                                        9.49%



        3909  VISTA CREST DRIVE 120             $13,550.56
        RENO                    108     1.99    19900.00        8/7/06 
        NV              2579045 90.00                   8/7/96
        89509                   35
                                        10.49%



        ALBANY  OR              120             $45,988.96
        UNKNW                   104     0.99    60000.00        4/17/06 
        OR              2579046 59.00                   4/17/96
        97321                   24
                                        9.49%



        WEST  COVINA CA 120             $11,874.40
        UNKNW                   105     0.99    30000.00        5/8/06 
        CA              2579047 63.00                   5/8/96
        91792                   0
                                        9.49%





        ORONO  MN
        UNKNW                   120     0.99    $99,387.40
        MN              2579048 54.00 105               100000.00 5/8/96
        55391                   36                      12:00 AM
                                        9.49%



        ORCHARD  PARK NY        120             $40,283.79
        UNKNW                   105     0.99    48000.00        5/2/06 
        NY              2579049 80.00                   5/2/96
        14127                   35
                                        9.49%



        ROYAL  OAK MI           120             $9,125.93
        UNKNW                   104     0.99    12000.00        4/22/06 
        MI              2579050 55.00                   4/22/96
        48073                   37
                                        9.49%



        SHIPPENS  PA            120             $28,585.57
        UNKNW                   104     0.99    30000.00        4/5/06 
        PA              2579051 79.00                   4/5/96
        17257                   19
                                        9.49%



        FLORISSA  MO            120             $34,403.81
        UNKNW                   105     0.99    37000.00        5/3/06 
        MO              2579052 80.00                   5/3/96
        63034                   32
                                        9.49%



        LOCKPORT  NY            120             $40,516.40
        UNKNW                   105     1.99    40000.00        5/13/06 
        NY              2579053 90.00                   5/13/96
        14094                   29
                                        10.49%



        SEVERNA  PARK MD        120             $24,993.49
        UNKNW                   105     0.99    25000.00        5/2/06 
        MD              2579054 70.00                   5/2/96
        21146                   26
                                        9.49%



        ASHLAND  WI             120             $49,636.42
        UNKNW                   105     0.99    50000.00        5/21/06 
        WI              2579055 35.00                   5/21/96
        54806                   22
                                        9.49%



        JANESVIL  CA            120             $23,286.23
        UNKNW                   105     0.99    25000.00        5/7/06 
        CA              2579056 26.00                   5/7/96
        96114                   46
                                        9.49%



        SUNNYVAL  CA            120             $15,608.58
        UNKNW                   104     2.00    30000.00        4/2/06 
        CA              2579057 37.00                   4/2/96
        94089                   26
                                        10.5%



        FREMONT  HILLS MO       120             $30,000.00
        UNKNW                   105     1.50    30000.00        5/2/06 
        MO              2579058 74.00                   5/2/96
        65714                   40
                                        10.%





        VERO  BEACH FL
        UNKNW                   120     0.99    $25,000.00
        FL              2579059 79.00 105               25000.00        5/2/96
        32962                   46                      12:00 AM
                                        9.49%



        KILA  MT                120             $28,699.08
        UNKNW                   104     0.99    30000.00        4/17/06 
        MT              2579060 75.00                   4/17/96
        59920                   43
                                        9.49%



        MAYS  LANDING NJ        120             $34,723.46
        UNKNW                   104     0.99    35000.00        4/30/06 
        NJ              2579061 77.00                   4/30/96
        08330                   38
                                        9.49%



        BEVERLY  HILLS MI       120             $15,692.11
        UNKNW                   104     3.00    16500.00        4/4/06 
        MI              2579062 90.00                   4/4/96
        48025                   29
                                        11.5%



        ENGLEWOO  OH            120             $19,149.08
        UNKNW                   109     2.75    25000.00        9/12/06 
        OH              2579063 90.00                   9/12/96
        45322                   38
                                        11.25%



        CINCINNA  OH            120             $14,184.42
        UNKNW                   104     3.00    17500.00        4/3/06 
        OH              2579064 90.00                   4/3/96
        45251                   27
                                        11.5%



        MIAMISBU  OH            120             $27,201.92
        UNKNW                   104     1.50    27500.00        4/3/06 
        OH              2579065 80.00                   4/3/96
        45403                   27
                                        10.%



        FORT  GRATIOT MI        120             $18,291.22
        UNKNW                   104     0.99    18500.00        4/29/06 
        MI              2579066 77.00                   4/29/96
        48059                   45
                                        9.49%



        ROCHESTE  HILLS MI      120             $38,581.00
        UNKNW                   104     0.99    40000.00        4/22/06 
        MI              2579067 67.00                   4/22/96
        48309                   43
                                        9.49%



        ALGONAC  MI             120             $85,853.55
        UNKNW                   104     1.25    92700.00        4/22/06 
        MI              2579068 80.00                   4/22/96
        48001                   35
                                        9.75%



        LOS  GATOS CA           120             $94,012.02
        UNKNW                   104     0.99    100000.00 4/23/06 
        CA              2579069 68.00                   4/23/96
        95032                   29
                                        9.49%





        SOUTHFIE  MI
        UNKNW                   120     0.99    $28,284.66
        MI              2579070 60.00 105               30000.00        5/13/96
        48075                   36                      12:00 AM
                                        9.49%



        OKLAHOMA  CITY OK       120             $15,660.50
        UNKNW                   104     1.75    24100.00        4/30/06 
        OK              2579071 80.00                   4/30/96
        73129                   31
                                        10.25%



        FORT  MYERS FL  120             $24,902.59
        UNKNW                   104     2.00    25000.00        4/4/06 
        FL              2579072 64.00                   4/4/96
        33908                   40
                                        10.5%



        RIDGEFIE  PARK NJ       120             $42,600.00
        UNKNW                   107     0.99    45600.00        7/5/06 
        NJ              2579073 80.00                   7/5/96
        07660                   44
                                        9.49%



        ROSCOMMO  MI            120             $29,726.14
        UNKNW                   104     0.99    30000.00        4/5/06 
        MI              2579074 85.00                   4/5/96
        48653                   29
                                        9.49%



        MOHNTON  PA             120             $20,000.00
        UNKNW                   104     3.00    20000.00        4/19/06 
        PA              2579075 85.00                   4/19/96
        19540                   25
                                        11.5%



        MORRISTO  NJ            120             $6,482.97
        UNKNW                   104     0.99    10000.00        4/23/06 
        NJ              2579076 81.00                   4/23/96
        07960                   40
                                        9.49%



        STATEN  ISLAND NY       120             $13,009.31
        UNKNW                   104     0.99    30000.00        4/12/06 
        NY              2579077 73.00                   4/12/96
        10306                   39
                                        9.49%



        PETALUMA  CA            120             $10,063.21
        UNKNW                   104     0.99    30000.00        4/5/06 
        CA              2579078 69.00                   4/5/96
        94952                   43
                                        9.49%



        MARLBORO  MA            120             $2,544.24
        UNKNW                   105     3.00    14000.00        5/3/06 
        MA              2579079 86.00                   5/3/96
        01752                   38
                                        11.5%



        ST  MARYS PA            120             $47,175.59
        UNKNW                   104     0.99    63100.00        4/19/06 
        PA              2579080 80.00                   4/19/96
        15857                   37
                                        9.49%





        WILLIS  MI
        UNKNW                   120     0.99    $29,486.20
        MI              2579081 77.00 104               38500.00        4/16/96
        48191                   44                      12:00 AM
                                        9.49%



        BETTENDO  IA            120             $16,251.37
        UNKNW                   104     0.99    17200.00        4/23/06 
        IA              2579082 80.00                   4/23/96
        52722                   27
                                        9.49%



        SAUK  RAPIDS MN 120             $22,671.85
        UNKNW                   104     2.00    22800.00        4/24/06 
        MN              2579083 80.00                   4/24/96
        56379                   35
                                        10.5%



        LOOMIS  CA              120             $23,130.31
        UNKNW                   104     0.99    25000.00        4/5/06 
        CA              2579084 47.00                   4/5/96
        95650                   42
                                        9.49%



        ROCHESTE  HILLS MI      120             $14,291.49
        UNKNW                   103     4.00    24000.00        3/27/06 
        MI              2579085 100.00          3/27/96
        48307                   35
                                        12.5%



        FORT  LAUDERDALE FL     120             $18,517.53
        UNKNW                   104     2.00    38000.00        4/5/06 
        FL              2579086 80.00                   4/5/96
        33312                   23
                                        10.5%



        PORT  CLINTON OH        120             $42,419.01
        UNKNW                   104     2.50    43900.00        4/8/06 
        OH              2579087 90.00                   4/8/96
        43452                   0
                                        11.%



        BATON  ROUGE LA 120             $12,879.17
        UNKNW                   104     3.00    17600.00        4/2/06 
        LA              2579088 90.00                   4/2/96
        70817                   29
                                        11.5%



        GRAND  HAVEN MI 120             $27,418.62
        UNKNW                   104     2.50    32000.00        4/3/06 
        MI              2579089 87.00                   4/3/96
        49417                   31
                                        11.%



        GALWAY  NY              120             $29,543.52
        UNKNW                   104     0.99    30000.00        4/1/06 
        NY              2579090 26.00                   4/1/96
        12074                   50
                                        9.49%



        GOLDEN  VALLEY MN       120             $31,697.27
        UNKNW                   104     0.99    33000.00        4/25/06 
        MN              2579091 44.00                   4/25/96
        55416                   47
                                        9.49%





        SALINAS  CA
        UNKNW                   120     0.99    $23,634.92
        CA              2579092 73.00 104               30000.00        4/10/96
        93906                   33                      12:00 AM
                                        9.49%



        41  LOTOWANA LANE       120             $52,643.39
        STONYBROOK              108     0.99    70000.00        8/5/06 
        NY              2579093 78.00                   8/5/96
        11790                   40
                                        9.49%



        SHRUB  OAK NY           120             $13,346.38
        UNKNW                   104     1.99    17000.00        4/4/06 
        NY              2579094 79.00                   4/4/96
        10588                   34
                                        10.49%



        60601  KITTLE RD        120             $77,483.45
        WASHINGTON              106     0.99    80000.00        6/18/06 
        MI              2579095 43.00                   6/18/96
        48094                   43
                                        9.49%



        OAKLAND  NJ             120             $8,540.14
        UNKNW                   104     0.99    29000.00        4/17/06 
        NJ              2579096 80.00                   4/17/96
        07436                   36
                                        9.49%



        MONTAUK,  NY            120             $38,807.76
        UNKNW                   106     0.99    40000.00        6/13/06 
        NY              2579097 58.00                   6/13/96
        11954                   42
                                        9.49%



        ST.  PETERS MO  120             $28,027.63
        UNKNW                   104     2.75    29100.00        4/25/06 
        MO              2579098 90.00                   4/25/96
        63376                   34
                                        11.25%



        DETROIT  MI             120             $19,370.33
        UNKNW                   105     1.99    19400.00        5/1/06 
        MI              2579099 90.00                   5/1/96
        48224                   32
                                        10.49%



        PORTLAND  OR            120             $22,017.04
        UNKNW                   104     0.99    30000.00        4/15/06 
        OR              2579100 22.00                   4/15/96
        97219                   7
                                        9.49%



        MOUNT  PLEASANT PA      120             $23,472.37
        UNKNW                   105     0.99    25000.00        5/3/06 
        PA              2579101 79.00                   5/3/96
        15666                   32
                                        9.49%



        LIVERPOO  NY            120             $11,121.19
        UNKNW                   104     1.49    16000.00        4/18/06 
        NY              2579102 75.00                   4/18/96
        13088                   39
                                        9.99%





        BROUSSAR  LA
        UNKNW                   120     0.99    $8,815.50
        LA              2579103 67.00 105               10000.00        5/14/96
        70518                   25                      12:00 AM
                                        9.49%



        MORTON  GROVE IL        120             $10,911.67
        UNKNW                   104     2.00    20000.00        4/10/06 
        IL              2579104 49.00                   4/10/96
        60053                   41
                                        10.5%



        TEMPERAN  MI            120             $81,664.94
        UNKNW                   105     0.99    81700.00        5/7/06 
        MI              2579105 90.00                   5/7/96
        48182                   34
                                        9.49%



        ALTO  MI                120             $24,194.25
        UNKNW                   105     0.99    25800.00        5/9/06 
        MI              2579106 80.00                   5/9/96
        49302                   41
                                        9.49%



        CHESTERF  MO            120             $23,368.12
        UNKNW                   105     0.99    25000.00        5/10/06 
        MO              2579107 72.00                   5/10/96
        63005                   46
                                        9.49%



        SAINT  FRANCISVILLE LA 120              $25,072.14
        UNKNW                   104     0.99    25200.00        4/19/06 
        LA              2579108 80.00                   4/19/96
        70775                   39
                                        9.49%



        PHOENIX  AZ             120             $18,618.79
        UNKNW                   104     3.00    25100.00        4/17/06 
        AZ              2579109 81.00                   4/17/96
        85022                   0
                                        11.5%



        FLETCHER  NC            120             $19,886.51
        UNKNW                   104     1.99    19900.00        4/26/06 
        NC              2579110 90.00                   4/26/96
        28732                   33
                                        10.49%



        WHITMAN  MA             120             $22,919.10
        UNKNW                   104     0.99    23100.00        4/15/06 
        MA              2579111 80.00                   4/15/96
        02382                   37
                                        9.49%



        RIVERVAL  NJ            120             $24,762.62
        UNKNW                   104     0.99    25000.00        4/17/06 
        NJ              2579112 66.00                   4/17/96
        07675                   37
                                        9.49%



        HIGHLAND  MI            120             $28,880.36
        UNKNW                   104     0.99    30000.00        4/11/06 
        MI              2579113 75.00                   4/11/96
        48356                   34
                                        9.49%





        ABSECON  NJ
        UNKNW                   120     0.99    $13,180.97
        NJ              2579114 70.00 104               15000.00        4/11/96
        08201                   25                      12:00 AM
                                        9.49%



        WESTWOOD  NJ            120             $22,946.55
        UNKNW                   104     1.99    32100.00        4/22/06 
        NJ              2579115 89.00                   4/22/96
        07675                   36
                                        10.49%



        SOUTH  ORANGE NJ        120             $33,295.85
        UNKNW                   103     2.75    35000.00        3/27/06 
        NJ              2579116 90.00                   3/27/96
        07079                   39
                                        11.25%



        SUN  VALLEY NV  120             $23,921.77
        UNKNW                   103     3.00    26500.00        3/26/06 
        NV              2579117 90.00                   3/26/96
        89433                   30
                                        11.5%



        ESTACADA  OR            120             $6,868.46
        UNKNW                   104     3.00    19800.00        4/9/06 
        OR              2579118 90.00                   4/9/96
        97023                   39
                                        11.5%



        CHINO  CA               120             $14,202.06
        UNKNW                   104     3.00    14400.00        4/6/06 
        CA              2579119 90.00                   4/6/96
        91710                   39
                                        11.5%



        NEWMARKE  NH            120             $24,300.00
        UNKNW                   104     0.99    28200.00        4/2/06 
        NH              2579120 82.00                   4/2/96
        03857                   26
                                        9.49%



        ROCHESTE  HILLS MI      120             $34,282.51
        UNKNW                   104     0.99    35000.00        4/11/06 
        MI              2579121 74.00                   4/11/96
        48309                   33
                                        9.49%



        YOUNGSTO  OH            120             $24,321.44
        UNKNW                   104     0.99    33000.00        4/17/06 
        OH              2579122 80.00                   4/17/96
        44515                   27
                                        9.49%



        JACKSONV  FL            120             $15,986.21
        UNKNW                   105     0.99    16000.00        5/29/06 
        FL              2579123 80.00                   5/29/96
        32223                   32
                                        9.49%



        CHINO  HILLS CA 120             $25,649.62
        UNKNW                   104     1.99    26200.00        4/24/06 
        CA              2579124 90.00                   4/24/96
        91709                   0
                                        10.49%





        DICKSON  TN
        UNKNW                   120     0.99    $18,189.87
        TN              2579125 56.00 104               20000.00        4/22/96
        37055                   44                      12:00 AM
                                        9.49%



        CONCIORD  CA            120             $17,381.09
        UNKNW                   104     2.00    19600.00        4/29/06 
        CA              2579126 80.00                   4/29/96
        94521                   37
                                        10.5%



        OVERLAND  PARK KS       120             $22,239.62
        UNKNW                   104     0.99    30000.00        4/3/06 
        KS              2579127 34.00                   4/3/96
        66214                   29
                                        9.49%



        N  MASSAPQUA NY 120             $17,657.92
        UNKNW                   105     0.99    31000.00        5/10/06 
        NY              2579128 80.00                   5/10/96
        11758                   44
                                        9.49%



        LAFAYETT  LA            120             $55,640.85
        UNKNW                   105     1.50    67300.00        5/8/06 
        LA              2579129 80.00                   5/8/96
        70505                   36
                                        10.%



        SUNNYVAL  CA            120             $577.30
        UNKNW                   104     0.99    25000.00        4/10/06 
        CA              2579130 46.00                   4/10/96
        94087                   35
                                        9.49%



        DOWNERS  GROVE IL       120             $10,696.12
        UNKNW                   104     0.99    13500.00        4/2/06 
        IL              2579131 80.00                   4/2/96
        60516                   25
                                        9.49%



        22060  AUBURN AVENUE    120             $33,674.14
        HOLT                    107     0.99    35000.00        7/12/06 
        MI              2579132 80.00                   7/12/96
        48842                   30
                                        9.49%



        READING  PA             120             $10,845.15
        UNKNW                   104     3.00    11000.00        4/12/06 
        PA              2579133 92.00                   4/12/96
        19601                   20
                                        11.5%



        HAVRE  DE GRACE MD      120             $51,076.82
        UNKNW                   105     0.99    52900.00        5/1/06 
        MD              2579134 80.00                   5/1/96
        21078                   30
                                        9.49%



        COLUMBIA  TN            120             $25,139.51
        UNKNW                   104     2.50    35800.00        4/4/06 
        TN              2579135 90.00                   4/4/96
        38401                   30
                                        11.%





        SALINAS  CA
        UNKNW                   120     0.99    $24,619.55
        CA              2579136 75.00 104               25000.00        4/23/96
        93908                   39                      12:00 AM
                                        9.49%



        LA  HABRA CA            120             $12,487.06
        UNKNW                   104     0.99    14000.00        4/26/06 
        CA              2579137 85.00                   4/26/96
        90632                   44
                                        9.49%



        SAN  JOSE CA            120             $10,618.06
        UNKNW                   104     2.00    15000.00        4/9/06 
        CA              2579138 77.00                   4/9/96
        95127                   35
                                        10.5%



        IMLAY  CITY MI  120             $29,932.90
        UNKNW                   104     0.99    30000.00        4/19/06 
        MI              2579139 61.00                   4/19/96
        48444                   42
                                        9.49%



        PORTSMOU  NH            120             $12,035.47
        UNKNW                   104     0.99    12700.00        4/23/06 
        NH              2579140 80.00                   4/23/96
        03801                   0
                                        9.49%



        1164  HENDRICKSON       120             $6,646.86
        CLAWSON         107     0.99    34900.00        7/16/06 
        MI              2579141 80.00                   7/16/96
        48017                   37
                                        9.49%



        LAKE  OSWEGO OR 120             $16,766.49
        UNKNW                   104     3.00    20000.00        4/4/06 
        OR              2579142 86.00                   4/4/96
        97035                   40
                                        11.5%



        LOS  ALTOS CA           120             $15,475.48
        UNKNW                   104     2.00    25000.00        4/1/06 
        CA              2579143 30.00                   4/1/96
        94024                   30
                                        10.5%



        SCOTTSDA  AZ            120             $29,907.90
        UNKNW                   104     2.75    30000.00        4/1/06 
        AZ              2579144 89.00                   4/1/96
        85255                   29
                                        11.25%



        MARTINEZ  CA            120             $15,883.93
        UNKNW                   103     3.00    16000.00        3/22/06 
        CA              2579145 90.00                   3/22/96
        94553                   38
                                        11.5%



        SAGINAW  MI             120             $29,111.46
        UNKNW                   103     1.50    57000.00        3/22/06 
        MI              2579146 80.00                   3/22/96
        48609                   36
                                        10.%





        PLAINFIE  NJ
        UNKNW                   120     0.99    $60,794.94
        NJ              2579147 80.00 104               99300.00        4/11/96
        07060                   28                      12:00 AM
                                        9.49%



        DAVIS  CA               120             $11,923.88
        UNKNW                   104     2.00    30000.00        4/8/06 
        CA              2579148 63.00                   4/8/96
        95616                   36
                                        10.5%



        ARLINGTO  HEIGHTS IL    120             $8,511.19
        UNKNW                   105     2.00    68000.00        5/7/06 
        IL              2579149 90.00                   5/7/96
        60004                   23
                                        10.5%



        MALDEN  BRIDGE   NY     120             $15,475.63
        UNKNW                   104     0.99    28000.00        4/3/06 
        NY              2579150 76.00                   4/3/96
        12115                   36
                                        9.49%



        ROCKFORD  MI            120             $43,709.52
        UNKNW                   105     0.99    50000.00        5/1/06 
        MI              2579151 76.00                   5/1/96
        49341                   0
                                        9.49%



        ANDERSON  IN            120             $41,338.41
        UNKNW                   104     0.99    41500.00        4/23/06 
        IN              2579152 80.00                   4/23/96
        46017                   22
                                        9.49%



        WEST  BLOOMFIELD MI     120             $2,802.18
        UNKNW                   104     0.99    89000.00        4/22/06 
        MI              2579153 80.00                   4/22/96
        48322                   30
                                        9.49%



        WEDDINGT  NC            120             $29,164.68
        UNKNW                   105     0.99    30000.00        5/2/06 
        NC              2579154 33.00                   5/2/96
        28105                   29
                                        9.49%



        PEMBROKE  MA            120             $13,588.27
        UNKNW                   104     0.99    25000.00        4/18/06 
        MA              2579155 79.00                   4/18/96
        02359                   0
                                        9.49%



        KALISPEL  MT            120             $12,171.46
        UNKNW                   104     0.99    15000.00        4/9/06 
        MT              2579156 41.00                   4/9/96
        59901                   33
                                        9.49%



        HASTINGS  MN            120             $25,412.57
        UNKNW                   104     1.75    26000.00        4/19/06 
        MN              2579157 59.00                   4/19/96
        55033                   21
                                        10.25%





        STERLING  HEIGHTS MI
        UNKNW                   120     1.75    $20,477.15
        MI              2579158 66.00 104               30000.00        4/11/96
        48313                   36                      12:00 AM
                                        10.25%



        ROCHESTE  MI            120             $51,692.14
        UNKNW                   105     1.00    70000.00        5/20/06 
        MI              2579159 80.00                   5/20/96
        48306                   21
                                        9.5%



        LONG  BRANCH NJ 120             $54,383.13
        UNKNW                   104     0.99    54000.00        4/17/06 
        NJ              2579160 78.00                   4/17/96
        07740                   16
                                        9.49%



        ROCKVILL  MD            120             $10,487.05
        UNKNW                   104     0.99    20000.00        4/24/06 
        MD              2579161 85.00                   4/24/96
        20853                   22
                                        9.49%



        BEVERLY  HILLS MI       120             $23,980.58
        UNKNW                   104     1.75    25000.00        4/18/06 
        MI              2579162 79.00                   4/18/96
        48025                   42
                                        10.25%



        KANSAS  CITY MO 120             $16,892.13
        UNKNW                   104     2.00    30000.00        4/25/06 
        MO              2579163 67.00                   4/25/96
        64110                   0
                                        10.5%



        WRIGHT  CITY MO 120             $17,722.87
        UNKNW                   103     1.75    18600.00        3/28/06 
        MO              2579164 90.00                   3/28/96
        63339                   22
                                        10.25%



        MERAUX,  LA             120             $14,797.91
        UNKNW                   105     0.99    15000.00        5/20/06 
        MS              2579165 75.00                   5/20/96
        70075                   41
                                        9.49%



        NAPLES  FL              120             $10,599.00
        UNKNW                   107     1.99    11000.00        7/1/06 
        FL              2579166 82.00                   7/1/96
        33999                   39
                                        10.49%



        PINEHURS  NC            120             $4,900.00
        UNKNW                   103     2.75    13500.00        3/21/06 
        NC              2579167 90.00                   3/21/96
        28374                   42
                                        11.25%



        FORT  WAYNE IN  120             $20,421.37
        UNKNW                   103     0.99    25000.00        3/29/06 
        IN              2579168 72.00                   3/29/96
        46804                   37
                                        9.49%





        DOYLESTO  PA
        UNKNW                   120     3.00    $14,884.59
        PA              2579169 90.00 105               14900.00        5/24/96
        18901                   0                       12:00 AM
                                        11.5%



        NORTH  PLAINFIELD NJ    120             $27,558.24
        UNKNW                   106     0.99    30000.00        6/20/06 
        NJ              2579170 80.00                   6/20/96
        07060                   36
                                        9.49%



        GROVELAN  MA            120             $33,885.01
        UNKNW                   104     1.75    34400.00        4/8/06 
        MA              2579171 80.00                   4/8/96
        01834                   41
                                        10.25%



        BLOOMFIE  HILLS MI      120             $13,550.95
        UNKNW                   104     0.99    100000.00 4/9/06 
        MI              2579172 70.00                   4/9/96
        48304                   23
                                        9.49%



        QUINCY  FL              120             $12,343.97
        UNKNW                   105     0.99    12000.00        5/13/06 
        FL              2579173 79.00                   5/13/96
        32351                   30
                                        9.49%



        BORDEN  IN              120             $13,075.30
        UNKNW                   104     2.00    17000.00        4/17/06 
        IN              2579174 79.00                   4/17/96
        47106                   29
                                        10.5%



        CANTON  TOWNSHIP MI     120             $9,200.00
        UNKNW                   103     2.75    10000.00        3/25/06 
        MI              2579175 86.00                   3/25/96
        48188                   34
                                        11.25%



        BROWNSBU  IN            120             $30,089.53
        UNKNW                   104     1.75    35900.00        4/1/06 
        IN              2579176 80.00                   4/1/96
        46112                   13
                                        10.25%



        1804  MARVALE AVE SE    120             $13,981.83
        ROCHESTER               104     1.99    14000.00        4/19/06 
        MN              2579177 90.00                   4/19/96
        55904                   39
                                        10.49%



        YORKVILL  IL            120             $12,925.63
        UNKNW                   104     1.99    29000.00        4/1/06 
        IL              2579178 80.00                   4/1/96
        60560                   35
                                        10.49%



        TULLY  NY               120             $29,033.28
        UNKNW                   104     0.99    30000.00        4/2/06 
        NY              2579179 79.00                   4/2/96
        13159                   25
                                        9.49%





        2P  O BOX 175
        MONTAUK         120     0.99    $29,918.90
        NY              2579180 55.00 107               30000.00        7/18/96
        11954                   38                      12:00 AM
                                        9.49%



        LITTLETO  CO            120             $10,724.01
        UNKNW                   104     0.99    30000.00        4/14/06 
        CO              2579181 78.00                   4/14/96
        80124                   25
                                        9.49%



        LAINGSBU  MI            120             $24,038.25
        UNKNW                   104     0.99    30000.00        4/11/06 
        MI              2579182 69.00                   4/11/96
        48848                   25
                                        9.49%



        WHEATLAN  OK            120             $7,500.00
        UNKNW                   104     2.00    35000.00        4/30/06 
        OK              2579183 56.00                   4/30/96
        73097                   39
                                        10.5%



        SAN  RAFAEL CA  120             $49,952.21
        UNKNW                   104     0.99    50000.00        4/24/06 
        CA              2579184 21.00                   4/24/96
        94901                   54
                                        9.49%



        GREENWOO  IN            120             $11,374.55
        UNKNW                   105     0.99    30000.00        5/2/06 
        IN              2579185 52.00                   5/2/96
        46143                   36
                                        9.49%



        MILL  VALLEY CA 120             $67,483.98
        UNKNW                   105     0.99    77100.00        5/17/06 
        CA              2579186 75.00                   5/17/96
        94941                   40
                                        9.49%



        LANSING  MI             120             $18,144.93
        UNKNW                   104     1.75    18000.00        4/3/06 
        MI              2579187 80.00                   4/3/96
        48911                   38
                                        10.25%



        NORWALK  CT             120             $27,191.27
        UNKNW                   105     0.99    30000.00        5/28/06 
        CT              2579188 58.00                   5/28/96
        06855                   0
                                        9.49%



        FENTON  MI              120             $22,632.29
        UNKNW                   105     1.75    30000.00        5/16/06 
        MI              2579189 78.00                   5/16/96
        48430                   26
                                        10.25%



        GRAND  BLANC MI 120             $52,686.33
        UNKNW                   104     0.99    54300.00        4/18/06 
        MI              2579190 80.00                   4/18/96
        48439                   44
                                        9.49%





        ALBERTVI  AL
        UNKNW                   120     0.99    $39,041.64
        AL              2579191 56.00 105               40000.00        5/8/96
        35950                   42                      12:00 AM
                                        9.49%



        WINSTON  SALEM NC       120             $22,547.40
        UNKNW                   104     0.99    28000.00        4/16/06 
        NC              2579192 80.00                   4/16/96
        27107                   34
                                        9.49%



        SANTA  ROSA CA  120             $13,632.15
        UNKNW                   104     2.00    14000.00        4/24/06 
        CA              2579193 80.00                   4/24/96
        95401                   37
                                        10.5%



        GRAND  RAPIDS MI        120             $19,673.92
        UNKNW                   103     3.00    20000.00        3/27/06 
        MI              2579194 90.00                   3/27/96
        49503                   42
                                        11.5%



        WEBSTER  GROVES MO      120             $24,655.69
        UNKNW                   104     3.00    25000.00        4/4/06 
        MO              2579195 84.00                   4/4/96
        63119                   38
                                        11.5%



        BALLWIN  MO             120             $20,761.97
        UNKNW                   103     3.00    23600.00        3/20/06 
        MO              2579196 90.00                   3/20/96
        63021                   39
                                        11.5%



        NORTH  BRUNSWICK NJ     120             $28,297.43
        UNKNW                   109     1.75    100000.00 9/16/06 
        NJ              2579197 67.00                   9/16/96
        08902                   25
                                        10.25%



        GENESEE  NY             120             $36,676.38
        UNKNW                   104     1.50    38000.00        4/29/06 
        NY              2579198 78.00                   4/29/96
        14454                   47
                                        10.%



        DAVISON  MI             120             $27,783.59
        UNKNW                   105     2.50    28400.00        5/7/06 
        MI              2579199 90.00                   5/7/96
        48423                   0
                                        11.%



        LEONARD  MI             120             $41,443.80
        UNKNW                   103     2.50    42200.00        3/27/06 
        MI              2579200 90.00                   3/27/96
        48367                   39
                                        11.%



        MARION  IA              120             $6,144.98
        UNKNW                   104     2.00    23000.00        4/5/06 
        IA              2579201 80.00                   4/5/96
        52302                   14
                                        10.5%





        VALLEJO  CA
        UNKNW                   120     0.99    $23,012.59
        CA              2579202 80.00 103               23200.00        3/29/96
        94589                   45                      12:00 AM
                                        9.49%



        DEARBORN  HEIGHTS MI    120             $13,919.82
        UNKNW                   104     1.75    21000.00        4/2/06 
        MI              2579203 80.00                   4/2/96
        48127                   30
                                        10.25%



        SAN  JOSE CA            120             $11,370.22
        UNKNW                   105     0.99    20000.00        5/3/06 
        CA              2579204 76.00                   5/3/96
        95128                   32
                                        9.49%



        SALINAS  CA             120             $8,603.77
        UNKNW                   105     1.99    23000.00        5/13/06 
        CA              2579205 90.00                   5/13/96
        93905                   42
                                        10.49%



        READING  PA             120             $48,065.80
        UNKNW                   104     1.99    50000.00        4/30/06 
        PA              2579206 86.00                   4/30/96
        19605                   30
                                        10.49%



        JANESVIL  WI            120             $14,810.31
        UNKNW                   104     0.99    15000.00        4/23/06 
        WI              2579207 62.00                   4/23/96
        53545                   0
                                        9.49%



        WEST  BURLINGTON IA     120             $12,100.00
        UNKNW                   104     3.00    12100.00        4/25/06 
        IA              2579208 90.00                   4/25/96
        52655                   32
                                        11.5%



        BATTLE  CREEK MI        120             $23,706.54
        UNKNW                   104     0.99    25000.00        4/26/06 
        MI              2579209 75.00                   4/26/96
        49017                   31
                                        9.49%



        HASTINGS  MI            120             $28,592.61
        UNKNW                   104     1.75    30000.00        4/23/06 
        MI              2579210 80.00                   4/23/96
        49058                   41
                                        10.25%



        WESTCHES  OH            120             $24,834.67
        UNKNW                   104     0.99    25000.00        4/19/06 
        OH              2579211 72.00                   4/19/96
        45069                   41
                                        9.49%



        HUGO  MN                120             $28,178.30
        UNKNW                   104     1.75    30000.00        4/17/06 
        MN              2579212 66.00                   4/17/96
        55038                   41
                                        10.25%





        WOODSTOW  NJ
        UNKNW                   120     0.99    $24,840.12
        NJ              2579213 32.00 105               25000.00        5/6/96
        08098                   0                       12:00 AM
                                        9.49%



        BUFFALO  NY             120             $15,350.23
        UNKNW                   106     0.99    39900.00        6/11/06 
        NY              2579214 80.00                   6/11/96
        14223                   24
                                        9.49%



        SAN  FRANCISCO CA       120             $16,723.01
        UNKNW                   103     2.00    20000.00        3/29/06 
        CA              2579215 49.00                   3/29/96
        94121                   32
                                        10.5%



        LAKEPORT  CA            120             $19,583.39
        UNKNW                   105     0.99    20000.00        5/23/06 
        CA              2579216 79.00                   5/23/96
        95453                   37
                                        9.49%



        CHESAPEA  VA            120             $28,393.29
        UNKNW                   105     1.75    35000.00        5/13/06 
        VA              2579217 77.00                   5/13/96
        23320                   35
                                        10.25%



        COLLEGEV  PA            120             $15,356.47
        UNKNW                   103     0.99    20000.00        3/29/06 
        PA              2579218 63.00                   3/29/96
        19426                   32
                                        9.49%



        333  S. HOPE ST. 48TH FL 120            $17,886.35
        LOS ANGLES              105     0.99    19000.00        5/15/06 
        CA              2579219 78.00                   5/15/96
        90017                   41
                                        9.49%



        SAVANNAH  MO            120             $9,509.64
        UNKNW                   106     0.99    14700.00        6/26/06 
        MO              2579220 80.00                   6/26/96
        64485                   36
                                        9.49%



        FLINT  MI               120             $24,925.35
        UNKNW                   104     0.99    25000.00        4/5/06 
        MI              2579221 80.00                   4/5/96
        48506                   30
                                        9.49%



        BELMONT  CA             120             $28,536.78
        UNKNW                   107     0.99    28700.00        7/3/06 
        CA              2579222 80.00                   7/3/96
        94002                   40
                                        9.49%



        GARDINER  ME            120             $14,351.98
        UNKNW                   105     1.99    15300.00        5/1/06 
        ME              2579223 90.00                   5/1/96
        04345                   37
                                        10.49%





        FOWLERVI  MI
        UNKNW                   120     1.75    $29,537.76
        MI              2579224 73.00 104               30000.00        4/12/96
        48836                   30                      12:00 AM
                                        10.25%



        HARRISON  TOWNSHIP MI   120             $15,858.02
        UNKNW                   103     1.75    16000.00        3/21/06 
        MI              2579225 80.00                   3/21/96
        48045                   40
                                        10.25%



        DAYTON  OH              120             $19,647.80
        UNKNW                   103     2.75    20000.00        3/21/06 
        OH              2579226 84.00                   3/21/96
        45431                   26
                                        11.25%



        ESCONDID  CA            120             $3,395.62
        UNKNW                   104     0.99    16000.00        4/18/06 
        CA              2579227 79.00                   4/18/96
        92025                   22
                                        9.49%



        VANCOUVE  WA            120             $34,895.56
        UNKNW                   104     1.75    35000.00        4/29/06 
        WA              2579228 75.00                   4/29/96
        98682                   44
                                        10.25%



        TOWACO  NJ              120             $9,382.88
        UNKNW                   103     0.99    30000.00        3/28/06 
        NJ              2579229 76.00                   3/28/96
        07082                   38
                                        9.49%



        POMPANO  BEACH FL       120             $19,530.22
        UNKNW                   104     0.99    50000.00        4/3/06 
        FL              2579230 69.00                   4/3/96
        33062                   36
                                        9.49%



        CAPE  ELIZABETH ME      120             $15,151.31
        UNKNW                   104     0.99    15000.00        4/10/06 
        ME              2579231 71.00                   4/10/96
        04107                   35
                                        9.49%



        DAVISON  MI             120             $54,932.36
        UNKNW                   104     0.99    60000.00        4/26/06 
        MI              2579232 72.00                   4/26/96
        48423                   22
                                        9.49%



        SOUTHFIE  MI            120             $47,275.19
        UNKNW                   105     0.99    50000.00        5/29/06 
        MI              2579233 70.00                   5/29/96
        48034                   34
                                        9.49%



        SUMMIT  NJ              120             $59,929.94
        UNKNW                   104     1.50    60000.00        4/19/06 
        NJ              2579234 80.00                   4/19/96
        07901                   43
                                        10.%





        SAUCIER  MS
        UNKNW                   120     0.99    $28,454.96
        MS              2579235 71.00 104               30000.00        4/25/96
        39574                   28                      12:00 AM
                                        9.49%



        GLEN  CARBON IL 120             $30,719.03
        UNKNW                   104     0.99    31600.00        4/18/06 
        IL              2579236 80.00                   4/18/96
        62034                   33
                                        9.49%



        STOCKTON  CA            120             $21,806.05
        UNKNW                   103     3.00    22000.00        3/27/06 
        CA              2579237 90.00                   3/27/96
        95209                   32
                                        11.5%



        SANTA  CRUZ CA  120             $14,000.00
        UNKNW                   103     0.99    30000.00        3/27/06 
        CA              2579238 77.00                   3/27/96
        95060                   36
                                        9.49%



        BASKING  RIDGE NJ       120             $27,494.57
        UNKNW                   104     0.99    30000.00        4/23/06 
        NJ              2579239 61.00                   4/23/96
        07920                   18
                                        9.49%



        LIVONIA  MI             120             $25,150.52
        UNKNW                   104     2.50    26100.00        4/3/06 
        MI              2579240 90.00                   4/3/96
        48150                   28
                                        11.%



        FENTON  MI              120             $37,301.43
        UNKNW                   103     1.50    40000.00        3/20/06 
        MI              2579241 79.00                   3/20/96
        48430                   30
                                        10.%



        GM  BUILDING            120             $49,913.93
        DETROIT         103     1.25    100000.00 3/20/06 
        MI              2579242 54.00                   3/20/96
        48202                   33
                                        9.75%



        BELLEVIL  NJ            120             $28,892.18
        UNKNW                   104     2.50    29100.00        4/1/06 
        NJ              2579243 90.00                   4/1/96
        07109                   46
                                        11.%



        CHANHASS  MN            120             $50,000.00
        UNKNW                   104     1.99    50000.00        4/29/06 
        MN              2579244 90.00                   4/29/96
        55317                   34
                                        10.49%



        HOMER  IL               120             $21,840.87
        UNKNW                   105     0.99    22000.00        5/7/06 
        IL              2579245 80.00                   5/7/96
        61849                   0
                                        9.49%





        WEST  SENECA NY
        UNKNW                   120     2.75    $22,932.67
        NY              2579246 90.00 104               23000.00        4/12/96
        14224                   0                       12:00 AM
                                        11.25%



        FISHKILL  NY            120             $19,704.71
        UNKNW                   104     1.99    21000.00        4/23/06 
        NY              2579247 90.00                   4/23/96
        12524                   32
                                        10.49%



        RIDGELAN  MS            120             $23,509.53
        UNKNW                   104     2.00    30000.00        4/2/06 
        MS              2579248 69.00                   4/2/96
        39157                   19
                                        10.5%



        EASTPORT  ME            120             $19,983.95
        UNKNW                   105     0.99    20000.00        5/8/06 
        ME              2579249 53.00                   5/8/96
        04631                   26
                                        9.49%



        PORTLAND  OR            120             $16,046.28
        UNKNW                   104     0.99    16100.00        4/15/06 
        OR              2579250 80.00                   4/15/96
        97266                   38
                                        9.49%



        SAN  DIEGO CA           120             $17,330.94
        UNKNW                   104     0.99    25000.00        4/26/06 
        CA              2579251 49.00                   4/26/96
        92128                   38
                                        9.49%



        TINLEY  PARK IL 120             $10,562.94
        UNKNW                   104     2.00    10700.00        4/25/06 
        IL              2579252 80.00                   4/25/96
        60477                   30
                                        10.5%



        BEAVER  FALLS PA        120             $25,903.28
        UNKNW                   105     0.99    26000.00        5/3/06 
        PA              2579253 80.00                   5/3/96
        15010                   38
                                        9.49%



        WARREN  OH              120             $9,761.80
        UNKNW                   104     0.99    10000.00        4/26/06 
        OH              2579254 76.00                   4/26/96
        44483                   32
                                        9.49%



        RICHMOND  VA            120             $20,036.23
        UNKNW                   103     3.00    23300.00        3/29/06 
        VA              2579255 90.00                   3/29/96
        23235                   49
                                        11.5%



        LAKE  ORION MI  120             $25,139.35
        UNKNW                   103     1.25    26600.00        3/20/06 
        MI              2579256 80.00                   3/20/96
        48362                   35
                                        9.75%





        COUNCIL  BLUFFS IA
        UNKNW                   120     0.99    $34,348.68
        IA              2579257 80.00 104               34400.00        4/18/96
        51503                   0                       12:00 AM
                                        9.49%



        BADEN  PA               120             $13,010.38
        UNKNW                   104     0.99    29000.00        4/25/06 
        PA              2579258 80.00                   4/25/96
        15005                   43
                                        9.49%



        FAYETTEV  NY            120             $13,183.97
        UNKNW                   104     2.00    25000.00        4/18/06 
        NY              2579259 74.00                   4/18/96
        13066                   31
                                        10.5%



        SAN  DIEGO CA           120             $49,693.80
        UNKNW                   104     0.99    50000.00        4/25/06 
        CA              2579260 62.00                   4/25/96
        92131                   43
                                        9.49%



        PACIFICA  CA            120             $24,380.44
        UNKNW                   105     0.99    25000.00        5/10/06 
        CA              2579261 79.00                   5/10/96
        94044                   46
                                        9.49%



        NEWFANE,  NY            120             $27,845.67
        UNKNW                   104     0.99    30000.00        4/25/06 
        NY              2579262 79.00                   4/25/96
        14108                   0
                                        9.49%



        ROCHELLE  IL            120             $39,379.60
        UNKNW                   104     0.99    39600.00        4/5/06 
        IL              2579263 69.00                   4/5/96
        61068                   27
                                        9.49%



        AUSABLE  FORKS NY       120             $29,072.93
        UNKNW                   104     1.75    30000.00        4/15/06 
        NY              2579264 50.00                   4/15/96
        12912                   6
                                        10.25%



        WELLSVILLE,UT           120             $47,783.39
        UNKNW                   105     0.99    50000.00        5/3/06 
        WY              2579265 76.00                   5/3/96
        84339                   46
                                        9.49%



        MERIDIAN  MS            120             $29,592.51
        UNKNW                   104     0.99    30000.00        4/15/06 
        MS              2579266 79.00                   4/15/96
        39301                   41
                                        9.49%



        CARY  IL                120             $24,802.95
        UNKNW                   104     0.99    25000.00        4/17/06 
        IL              2579267 77.00                   4/17/96
        60013                   32
                                        9.49%





        FORT  WASHINGTON PA
        UNKNW                   120     0.99    $14,095.74
        PA              2579268 70.00 104               30000.00        4/2/96
        19034                   38                      12:00 AM
                                        9.49%



        STERLING  HEIGHTS MI    120             $22,175.42
        UNKNW                   104     0.99    30000.00        4/5/06 
        MI              2579269 64.00                   4/5/96
        48310                   27
                                        9.49%



        MIRA  LOMA CA           120             $14,800.00
        UNKNW                   103     3.00    14800.00        3/21/06 
        CA              2579270 87.00                   3/21/96
        91752                   0
                                        11.5%



        CENTERVI  OH            120             $20,000.00
        UNKNW                   103     2.75    23900.00        3/18/06 
        OH              2579271 90.00                   3/18/96
        45459                   35
                                        11.25%



        RIVERSID  CA            120             $373,668.74
        UNKNW                   109     1.00    373600.00 9/26/06 
        CA              2579272 81.00                   9/26/96
        92506                   42
                                        9.5%



        LIVONIA  MI             120             $49,179.86
        UNKNW                   103     1.50    50000.00        3/19/06 
        MI              2579273 57.00                   3/19/96
        48152                   43
                                        10.%



        KELSEYVI  CA            120             $24,421.95
        UNKNW                   105     2.00    24700.00        5/3/06 
        CA              2579274 80.00                   5/3/96
        95451                   22
                                        10.5%



        HATTIESB  MS            120             $9,229.35
        UNKNW                   105     0.99    10500.00        5/7/06 
        MS              2579275 80.00                   5/7/96
        39402                   19
                                        9.49%



        PLATTSBU  NY            120             $17,271.07
        UNKNW                   104     1.99    17000.00        4/8/06 
        NY              2579276 90.00                   4/8/96
        12901                   24
                                        10.49%



        MAROA  IL               120             $24,654.04
        UNKNW                   104     0.99    25000.00        4/5/06 
        IL              2579277 70.00                   4/5/96
        61756                   37
                                        9.49%



        SEAL  BEACH CA  120             $18,205.98
        UNKNW                   105     0.99    18300.00        5/15/06 
        CA              2579278 80.00                   5/15/96
        90740                   38
                                        9.49%





        WESTMINS  CO
        UNKNW                   120     0.99    $19,119.22
        CO              2579279 72.00 104               25000.00        4/17/96
        80030                   34                      12:00 AM
                                        9.49%



        NOVATO  CA              120             $66,343.00
        UNKNW                   104     0.99    82300.00        4/4/06 
        CA              2579280 80.00                   4/4/96
        94949                   36
                                        9.49%



        METAMORA  OH            120             $19,980.02
        UNKNW                   104     0.99    20000.00        4/19/06 
        OH              2579281 64.00                   4/19/96
        43540                   37
                                        9.49%



        HOPEWELL  NJ            120             $12,420.74
        UNKNW                   104     0.99    15200.00        4/10/06 
        NJ              2579282 80.00                   4/10/96
        08525                   41
                                        9.49%



        COOPER  CITY FL 120             $17,822.35
        UNKNW                   105     0.99    20000.00        5/3/06 
        FL              2579283 80.00                   5/3/96
        33328                   0
                                        9.49%



        GRAND  MARAIS MN        120             $39,580.14
        UNKNW                   104     0.99    40000.00        4/22/06 
        MN              2579284 54.00                   4/22/96
        55604                   38
                                        9.49%



        MILWAUKI  OR            120             $16,512.03
        UNKNW                   103     2.00    17000.00        3/21/06 
        OR              2579285 80.00                   3/21/96
        97267                   20
                                        10.5%



        OLNEY  MD               120             $44,737.74
        UNKNW                   104     0.99    44800.00        4/9/06 
        MD              2579286 80.00                   4/9/96
        20832                   0
                                        9.49%



        EATON  RAPIDS MI        120             $27,769.37
        UNKNW                   103     2.50    35000.00        3/19/06 
        MI              2579287 90.00                   3/19/96
        48827                   32
                                        11.%



        UNION  NJ               120             $23,832.93
        UNKNW                   104     0.99    25000.00        4/4/06 
        NJ              2579288 65.00                   4/4/96
        07083                   37
                                        9.49%



        OVIEDO  FL              120             $17,240.38
        UNKNW                   104     1.99    18200.00        4/26/06 
        FL              2579289 90.00                   4/26/96
        32765                   42
                                        10.49%





        BLOOMING  MN
        UNKNW                   120     0.99    $26,872.30
        MN              2579290 33.00 104               30000.00        4/1/96
        55425                   7                       12:00 AM
                                        9.49%



        NEW  YORK NY            120             $31,606.91
        UNKNW                   105     2.75    40000.00        5/1/06 
        MI              2579291 90.00                   5/1/96
        10019                   43
                                        11.25%



        PENNELLV  NY            120             $22,825.40
        UNKNW                   104     0.99    25000.00        4/19/06 
        NY              2579292 66.00                   4/19/96
        13132                   0
                                        9.49%



        SECTION  AL             120             $8,489.45
        UNKNW                   105     0.99    26300.00        5/8/06 
        AL              2579293 80.00                   5/8/96
        35771                   28
                                        9.49%



        HARTLAND  MI            120             $42,337.64
        UNKNW                   104     0.99    43000.00        4/30/06 
        MI              2579294 62.00                   4/30/96
        48353                   36
                                        9.49%



        SICKLERV  NJ            120             $12,166.03
        UNKNW                   105     0.99    16700.00        5/9/06 
        NJ              2579295 80.00                   5/9/96
        08081                   45
                                        9.49%



        LEAVENWO  KS            120             $17,271.72
        UNKNW                   103     0.99    20000.00        3/22/06 
        KS              2579296 78.00                   3/22/96
        66048                   37
                                        9.49%



        TURNER  ME              120             $29,511.94
        UNKNW                   104     0.99    30000.00        4/10/06 
        ME              2579297 53.00                   4/10/96
        04282                   40
                                        9.49%



        CHARLEVO  MI            120             $20,545.44
        UNKNW                   105     0.99    20400.00        5/13/06 
        MI              2579298 75.00                   5/13/96
        49720                   39
                                        9.49%



        VOORHEES  NJ            120             $37,831.24
        UNKNW                   104     2.75    37600.00        4/16/06 
        NJ              2579299 90.00                   4/16/96
        08043                   23
                                        11.25%



        SAN  FRANCISCO CA       120             $19,993.46
        UNKNW                   104     0.99    20000.00        4/16/06 
        CA              2579300 78.00                   4/16/96
        94112                   40
                                        9.49%





        CRANFORD  NJ
        UNKNW                   120     1.75    $18,250.00
        NJ              2579301 41.00 103               35000.00        3/21/96
        07016                   38                      12:00 AM
                                        10.25%



        ROCHESTE  HILLS MI      120             $59,871.32
        UNKNW                   104     2.00    63000.00        4/2/06 
        MI              2579302 90.00                   4/2/96
        48306                   36
                                        10.5%



        KENT  CITY MI           120             $37,419.24
        UNKNW                   103     1.50    38000.00        3/21/06 
        MI              2579303 80.00                   3/21/96
        49330                   33
                                        10.%



        NEWVILLE  PA            120             $41,460.00
        UNKNW                   106     2.75    45000.00        6/25/06 
        PA              2579304 78.00                   6/25/96
        17241                   46
                                        11.25%



        SAN  JOSE CA            120             $13,996.28
        UNKNW                   104     0.99    20000.00        4/9/06 
        CA              2579305 43.00                   4/9/96
        95126                   49
                                        9.49%



        P.O.  BOX 1155  120             $32,016.36
        REDDING         104     0.99    33000.00        4/26/06 
        CT              2579306 80.00                   4/26/96
        06875                   44
                                        9.49%



        HOBOKEN  NJ             120             $15,151.55
        UNKNW                   104     0.99    19600.00        4/17/06 
        NJ              2579307 80.00                   4/17/96
        07030                   0
                                        9.49%



        MENLO  PARK CA  120             $58,981.71
        UNKNW                   105     0.99    150000.00 5/24/06 
        CA              2579308 53.00                   5/24/96
        94025                   46
                                        9.49%



        LINDEN  NJ              120             $21,347.36
        UNKNW                   103     0.99    30000.00        3/25/06 
        NJ              2579309 54.00                   3/25/96
        07036                   20
                                        9.49%



        PHILADEL  PA            120             $21,560.67
        UNKNW                   105     0.99    22400.00        5/10/06 
        PA              2579310 80.00                   5/10/96
        19152                   37
                                        9.49%



        DOVER  NJ               120             $18,071.45
        UNKNW                   103     0.99    25000.00        3/22/06 
        NJ              2579311 45.00                   3/22/96
        07801                   15
                                        9.49%





        WALLED  LAKE MI
        UNKNW                   120     0.99    $12,685.75
        MI              2579312 80.00 104               12700.00        4/3/96
        48390                   39                      12:00 AM
                                        9.49%



        PARKVILL  MO            120             $1,863.25
        UNKNW                   103     0.99    30000.00        3/26/06 
        MO              2579313 77.00                   3/26/96
        64152                   19
                                        9.49%



        BRENTWOO  TN            120             $52,885.16
        UNKNW                   106     0.99    54800.00        6/21/06 
        TN              2579314 80.00                   6/21/96
        37027                   24
                                        9.49%



        ANDERSON  IN            120             $38,766.12
        UNKNW                   104     2.25    39500.00        4/9/06 
        IN              2579315 87.00                   4/9/96
        46011                   39
                                        10.75%



        WATERFOR  MI            120             $18,140.74
        UNKNW                   104     1.75    20000.00        4/12/06 
        MI              2579316 76.00                   4/12/96
        48327                   27
                                        10.25%



        TROY  OH                120             $47,681.31
        UNKNW                   103     1.50    50000.00        3/26/06 
        OH              2579317 78.00                   3/26/96
        45373                   38
                                        10.%



        GAYLORD  MI             120             $64,735.93
        UNKNW                   104     1.50    66000.00        4/26/06 
        MI              2579318 59.00                   4/26/96
        49735                   39
                                        10.%



        SUNNYVAL  CA            120             $22,567.04
        UNKNW                   104     3.00    25000.00        4/18/06 
        CA              2579319 88.00                   4/18/96
        94087                   0
                                        11.5%



        YORK  PA                120             $21,841.15
        UNKNW                   103     2.00    50000.00        3/19/06 
        PA              2579320 46.00                   3/19/96
        17403                   32
                                        10.5%



        CAMINO  CA              120             $29,150.44
        UNKNW                   103     1.25    30000.00        3/21/06 
        CA              2579321 47.00                   3/21/96
        95709                   32
                                        9.75%



        NORTH  LIBERTY IA       120             $14,920.94
        UNKNW                   104     0.99    15000.00        4/22/06 
        IA              2579322 80.00                   4/22/96
        52317                   44
                                        9.49%





        LA  VERNE CA
        UNKNW                   120     1.75    $32,978.88
        CA              2579323 80.00 104               98800.00        4/24/96
        91750                   39                      12:00 AM
                                        10.25%



        DICKSON  CITY           120             $13,562.01
        UNKNW                   104     3.00    13600.00        4/2/06 
        PA              2579324 90.00                   4/2/96
        18519                   37
                                        11.5%



        EAST  LANSING MI        120             $25,164.96
        UNKNW                   103     1.25    26000.00        3/20/06 
        MI              2579325 80.00                   3/20/96
        48823                   28
                                        9.75%



        ROMULUS  MI             120             $16,765.45
        UNKNW                   104     1.75    50000.00        4/2/06 
        MI              2579326 79.00                   4/2/96
        48174                   0
                                        10.25%



        NASHVILL  TN            120             $34,954.13
        UNKNW                   104     2.75    43000.00        4/2/06 
        TN              2579327 90.00                   4/2/96
        37205                   28
                                        11.25%



        ELK  GROVE VILLA IL     120             $23,197.40
        UNKNW                   103     3.00    24300.00        3/18/06 
        IL              2579328 90.00                   3/18/96
        60007                   32
                                        11.5%



        PORT  ORCHARD WA        120             $47,263.37
        UNKNW                   104     4.00    75000.00        4/3/06 
        WA              2579329 73.00                   4/3/96
        98367                   48
                                        9.22%



        DAVENPOR  IA            120             $26,897.93
        UNKNW                   104     1.75    30000.00        4/3/06 
        IA              2579330 68.00                   4/3/96
        52806                   41
                                        10.25%



        KANSAS  CITY KS 120             $31,154.04
        UNKNW                   105     0.99    32300.00        5/13/06 
        KS              2579331 80.00                   5/13/96
        66104                   33
                                        9.49%



        OVERTON  NV             120             $17,288.42
        UNKNW                   103     0.99    25000.00        3/27/06 
        OR              2579332 38.00                   3/27/96
        89040                   26
                                        9.49%



        STERLING  HEIGHTS MI    120             $13,540.33
        UNKNW                   104     0.99    12800.00        4/4/06 
        MI              2579333 78.00                   4/4/96
        48310                   45
                                        9.49%





        CHARLOTT  VA
        UNKNW                   120     0.99    $121,298.00
        VA              2579334 75.00 104               225000.00 4/11/96
        22903                   0                       12:00 AM
                                        9.49%



        YPSILANT  MI            120             $17,146.75
        UNKNW                   104     0.99    17600.00        4/11/06 
        MI              2579335 80.00                   4/11/96
        48197                   45
                                        9.49%



        LINDSAY  OK             120             $13,703.38
        UNKNW                   104     0.99    13800.00        4/22/06 
        OK              2579336 80.00                   4/22/96
        73052                   36
                                        9.49%



        IMPERIAL  BCH CA        120             $34,083.32
        UNKNW                   104     0.99    35000.00        4/22/06 
        CA              2579337 80.00                   4/22/96
        91932                   38
                                        9.49%



        ROCHESTE  HILLS MI      120             $1,843.12
        UNKNW                   104     0.99    10000.00        4/22/06 
        MI              2579338 46.00                   4/22/96
        48309                   34
                                        9.49%



        MILWAUKI  OR            120             $23,773.91
        UNKNW                   104     2.00    25000.00        4/3/06 
        OR              2579339 63.00                   4/3/96
        97267                   40
                                        10.5%



        CRAIG  CO               120             $36,944.83
        UNKNW                   103     2.75    37000.00        3/15/06 
        CO              2579340 90.00                   3/15/96
        81625                   31
                                        11.25%



        WALKER  MI              120             $9,455.03
        UNKNW                   103     2.75    10700.00        3/19/06 
        MI              2579341 90.00                   3/19/96
        49544                   33
                                        11.25%



        BAKERSFI  CA            120             $16,363.24
        UNKNW                   105     3.00    20200.00        5/10/06 
        CA              2579342 90.00                   5/10/96
        93306                   12
                                        11.5%



        ALPINE  NY              120             $23,090.81
        UNKNW                   104     0.99    24000.00        4/23/06 
        NY              2579343 64.00                   4/23/96
        14869                   45
                                        9.49%



        COLLINSV  IL            120             $13,171.96
        UNKNW                   104     0.99    15000.00        4/15/06 
        IL              2579344 80.00                   4/15/96
        62234                   28
                                        9.49%





        NORTH  BALTIMORE OH
        UNKNW                   120     0.99    $13,951.07
        OH              2579345 63.00 103               30000.00        3/29/96
        45872                   33                      12:00 AM
                                        9.49%



        WILLISTO  PARK NY       120             $15,566.87
        UNKNW                   103     0.99    16400.00        3/27/06 
        NY              2579346 62.00                   3/27/96
        11596                   42
                                        9.49%



        PONTIAC  MI             120             $12,334.31
        UNKNW                   103     1.75    20000.00        3/12/06 
        MI              2579347 80.00                   3/12/96
        48341                   7
                                        10.25%



        QUNICY  MA              120             $22,354.08
        UNKNW                   103     2.00    31200.00        3/26/06 
        MA              2579348 80.00                   3/26/96
        02169                   33
                                        10.5%



        FORESTVI  CA            120             $13,740.47
        UNKNW                   104     0.99    20000.00        4/19/06 
        CA              2579349 89.00                   4/19/96
        95436                   35
                                        9.49%



        BLISSFIE  MI            120             $24,782.75
        UNKNW                   107     0.99    25000.00        7/5/06 
        MI              2579350 72.00                   7/5/96
        49228                   20
                                        9.49%



        EXETER  RI              120             $10,052.41
        UNKNW                   104     0.99    20000.00        4/3/06 
        RI              2579351 83.00                   4/3/96
        02822                   35
                                        9.49%



        SPRINGHI  LA            120             $28,987.84
        UNKNW                   104     0.99    30000.00        4/17/06 
        LA              2579352 80.00                   4/17/96
        71075                   34
                                        9.49%



        ATWATER  CA             120             $13,795.06
        UNKNW                   105     3.00    13900.00        5/9/06 
        CA              2579353 90.00                   5/9/96
        95301                   40
                                        11.5%



        WESTPORT  MA            120             $15,962.46
        UNKNW                   105     0.99    18000.00        5/6/06 
        MA              2579354 80.00                   5/6/96
        02790                   0
                                        9.49%



        HACKETTS  NJ            120             $33,004.54
        UNKNW                   104     0.99    35000.00        4/2/06 
        NJ              2579355 65.00                   4/2/96
        07840                   54
                                        9.49%





        OAK  RIDGE NJ
        UNKNW                   120     0.99    $23,760.13
        NJ              2579356 66.00 104               25000.00        4/4/96
        07438                   43                      12:00 AM
                                        9.49%



        LAUDERHI  FL            120             $21,086.01
        UNKNW                   103     0.99    25000.00        3/25/06 
        FL              2579357 66.00                   3/25/96
        33319                   34
                                        9.49%



        PO  BOX 4080            120             $65,049.89
        PRESCOTT                107     0.99    65800.00        7/24/06 
        AZ              2579358 70.00                   7/24/96
        86302                   46
                                        9.49%



        CROMWELL  CT            120             $22,374.10
        UNKNW                   103     0.99    25000.00        3/21/06 
        CT              2579359 79.00                   3/21/96
        06416                   33
                                        9.49%



        PHILADEL  PA            120             $17,460.91
        UNKNW                   107     0.99    18400.00        7/10/06 
        PA              2579360 80.00                   7/10/96
        19138                   21
                                        9.49%



        SANTEE  CA              120             $15,343.50
        UNKNW                   104     2.75    22400.00        4/1/06 
        CA              2579361 89.00                   4/1/96
        92071                   35
                                        11.25%



        NEW  CASTLE DE  120             $12,107.99
        UNKNW                   104     1.75    20000.00        4/11/06 
        DE              2579362 79.00                   4/11/96
        19720                   19
                                        10.25%



        NAPA  CA                120             $20,000.00
        UNKNW                   103     3.00    20000.00        3/29/06 
        CA              2579363 89.00                   3/29/96
        94558                   45
                                        11.5%



        LAKE  ORION MI  120             $14,919.94
        UNKNW                   104     1.75    15300.00        4/5/06 
        MI              2579364 80.00                   4/5/96
        48362                   28
                                        10.25%



        MOUNT  AIRY NC  120             $224.78
        UNKNW                   105     1.49    10000.00        5/29/06 
        NC              2579365 34.00                   5/29/96
        27030                   21
                                        9.99%



        YORKVILL  CA            120             $16,698.54
        UNKNW                   104     0.99    20000.00        4/11/06 
        CA              2579366 77.00                   4/11/96
        95494                   37
                                        9.49%





        DES  MOINES WA
        UNKNW                   120     1.75    $31,720.71
        WA              2579367 80.00 104               32300.00        4/15/96
        98198                   43                      12:00 AM
                                        10.25%



        QUINTON  VA             120             $6,808.11
        UNKNW                   103     0.99    25000.00        3/25/06 
        VA              2579368 80.00                   3/25/96
        23141                   39
                                        9.49%



        FRASER  MI              120             $33,225.32
        UNKNW                   103     0.99    34000.00        3/29/06 
        MI              2579369 80.00                   3/29/96
        48026                   39
                                        9.49%



        OREGON  CITY OR 120             $36,842.33
        UNKNW                   103     2.50    39000.00        3/29/06 
        OR              2579370 90.00                   3/29/96
        97045                   43
                                        11.%



        FRANKENM  MI            120             $44,300.00
        UNKNW                   104     0.99    45000.00        4/1/06 
        MI              2579371 74.00                   4/1/96
        48734                   28
                                        9.49%



        VICKSBUR  MI            120             $20,938.87
        UNKNW                   104     0.99    30000.00        4/24/06 
        MI              2579372 38.00                   4/24/96
        49097                   32
                                        9.49%



        CHAFFEE  MO             120             $19,259.31
        UNKNW                   105     0.99    20000.00        5/24/06 
        MO              2579373 61.00                   5/24/96
        63740                   43
                                        9.49%



        FREEPORT  ME            120             $9,685.77
        UNKNW                   106     0.99    18600.00        6/8/06 
        ME              2579374 80.00                   6/8/96
        04032                   30
                                        9.49%



        PLEASANT  CA            120             $14,209.76
        UNKNW                   103     2.00    75000.00        3/18/06 
        CA              2579375 66.00                   3/18/96
        94588                   48
                                        10.5%



        WATERFOR  TOWNSHIP MI   120             $19,260.23
        UNKNW                   105     1.75    29900.00        5/8/06 
        MI              2579376 80.00                   5/8/96
        48329                   40
                                        10.25%



        SOUTHFIE  MI            120             $49,420.73
        UNKNW                   103     2.50    50000.00        3/12/06 
        MI              2579377 87.00                   3/12/96
        48075                   39
                                        11.%





        WARREN  MI
        UNKNW                   120     1.75    $20,047.90
        MI              2579378 34.00 103               28000.00        3/25/96
        48093                   35                      12:00 AM
                                        10.25%



        LEVITTOW  PA            120             $20,081.89
        UNKNW                   103     2.00    22800.00        3/11/06 
        PA              2579379 75.00                   3/11/96
        19057                   38
                                        10.5%



        ROCHESTE  MI            120             $43,016.30
        UNKNW                   104     1.50    59000.00        4/9/06 
        MI              2579380 80.00                   4/9/96
        48307                   35
                                        10.%



        SALINAS  CA             120             $50,113.88
        UNKNW                   104     0.99    50000.00        4/10/06 
        CA              2579381 76.00                   4/10/96
        93907                   44
                                        9.49%



        LOUISVIL  KY            120             $16,734.13
        UNKNW                   103     0.99    17000.00        3/18/06 
        KY              2579382 80.00                   3/18/96
        40291                   35
                                        9.49%



        FLINT  MI               120             $15,065.10
        UNKNW                   103     1.75    15700.00        3/6/06 
        MI              2579383 100.00          3/6/96
        48507                   41
                                        10.25%



        FAYETTEV  GA            120             $27,801.17
        UNKNW                   105     1.75    30000.00        5/6/06 
        GA              2579384 59.00                   5/6/96
        30214                   38
                                        10.25%



        CRANBURY  NJ            120             $69,648.52
        UNKNW                   104     0.99    80000.00        4/24/06 
        NJ              2579385 50.00                   4/24/96
        08512                   0
                                        9.49%



        GENESEE  MI             120             $30,574.69
        UNKNW                   104     0.99    35400.00        4/24/06 
        MI              2579386 80.00                   4/24/96
        48437                   26
                                        9.49%



        WEST  CALDWELL NJ       120             $36,537.21
        UNKNW                   104     0.99    38000.00        4/16/06 
        NJ              2579387 80.00                   4/16/96
        07006                   43
                                        9.49%



        JACKSONV  FL            120             $30,155.97
        UNKNW                   105     0.99    30000.00        5/2/06 
        FL              2579388 75.00                   5/2/96
        32216                   0
                                        9.49%





        FOWLERVI  MI
        UNKNW                   120     1.75    $15,540.87
        MI              2579389 90.00 106               18200.00        6/11/96
        48836                   34                      12:00 AM
                                        10.25%



        NOGALES  AZ             120             $59,857.33
        UNKNW                   104     0.99    59900.00        4/24/06 
        AZ              2579390 80.00                   4/24/96
        85621                   35
                                        9.49%



        ANACONDA  MT            120             $16,626.36
        UNKNW                   104     0.99    26000.00        4/12/06 
        MT              2579391 62.00                   4/12/96
        59711                   24
                                        9.49%



        MEDFORD  OR             120             $46,640.78
        UNKNW                   104     0.99    46800.00        4/19/06 
        OR              2579392 80.00                   4/19/96
        97501                   23
                                        9.49%



        BARRINGT  RI            120             $27,719.82
        UNKNW                   104     0.99    29000.00        4/5/06 
        RI              2579393 69.00                   4/5/96
        02806                   44
                                        9.49%



        CASPER  NY              120             $25,453.14
        UNKNW                   104     0.99    27500.00        4/26/06 
        WY              2579394 80.00                   4/26/96
        82602                   37
                                        9.49%



        ORLAND  PARK IL 120             $40,449.68
        UNKNW                   104     2.75    45000.00        4/1/06 
        IL              2579395 89.00                   4/1/96
        60462                   32
                                        11.25%



        HUNTINGT  BEACH CA      120             $33,405.28
        UNKNW                   104     1.75    36500.00        4/18/06 
        CA              2579396 80.00                   4/18/96
        92646                   33
                                        10.25%



        CONCORD  CA             120             $44,280.67
        UNKNW                   103     0.99    45000.00        3/26/06 
        CA              2579397 79.00                   3/26/96
        94519                   41
                                        9.49%



        MUNCIE  IN              120             $13,671.50
        UNKNW                   105     0.99    14000.00        5/16/06 
        IN              2579398 56.00                   5/16/96
        47302                   22
                                        9.49%



        DOVER  DE               120             $17,591.27
        UNKNW                   104     0.99    29900.00        4/10/06 
        DE              2579399 80.00                   4/10/96
        19904                   24
                                        9.49%





        FLUSHING  MI
        UNKNW                   120     0.99    $25,650.38
        MI              2579400 78.00 104               25700.00        4/17/96
        48433                   29                      12:00 AM
                                        9.49%



        HANOVER  PA             120             $14,787.57
        UNKNW                   104     2.00    16000.00        4/9/06 
        PA              2579401 80.00                   4/9/96
        17331                   21
                                        10.5%



        CHICO  CA               120             $39,736.45
        UNKNW                   104     0.99    45000.00        4/17/06 
        CA              2579402 84.00                   4/17/96
        95928                   28
                                        9.49%



        JUNCTION  CITY KS       120             $30,208.73
        UNKNW                   104     0.99    30000.00        4/18/06 
        KS              2579403 78.00                   4/18/96
        66441                   0
                                        9.49%



        TONAWAND  NY            120             $33,082.91
        UNKNW                   103     0.99    33000.00        3/29/06 
        NY              2579404 80.00                   3/29/96
        14150                   0
                                        9.49%



        EGG  HARBOR NJ  120             $31,462.39
        UNKNW                   103     1.75    35000.00        3/27/06 
        NJ              2579405 48.00                   3/27/96
        08234                   25
                                        10.25%



        MOHNTON  PA             120             $19,418.16
        BUCK HOLLOW R           104     2.00    19700.00        4/5/06 
        PA              2579406 80.00                   4/5/96
        19540                   25
                                        10.5%



        POWAY  CA               120             $29,892.09
        UNKNW                   103     2.75    30000.00        3/11/06 
        CA              2579407 90.00                   3/11/96
        92064                   38
                                        11.25%



        JIM  THORPE PA  120             $10,442.23
        UNKNW                   103     3.00    10500.00        3/5/06 
        PA              2579408 89.00                   3/5/96
        18229                   18
                                        11.5%



        MEBANE  NC              120             $51,456.34
        UNKNW                   104     1.49    52000.00        4/15/06 
        NC              2579409 80.00                   4/15/96
        27302                   39
                                        9.99%



        SACRAMEN  NM            120             $27,390.46
        UNKNW                   106     0.99    30000.00        6/7/06 
        NM              2579410 32.00                   6/7/96
        88347                   28
                                        9.49%





        PLYMOUTH  MN
        UNKNW                   120     0.99    $20,562.54
        MN              2579411 57.00 105               25000.00        5/1/96
        55446                   28                      12:00 AM
                                        9.49%



        NEWARK  DE              120             $13,018.66
        UNKNW                   104     0.99    50000.00        4/26/06 
        DE              2579412 46.00                   4/26/96
        19711                   18
                                        9.49%



        CRYSTAL  MN             120             $22,450.59
        UNKNW                   105     1.99    22600.00        5/14/06 
        MN              2579413 90.00                   5/14/96
        55427                   35
                                        10.49%



        WEST  GROVE PA  120             $29,651.95
        UNKNW                   104     0.99    30000.00        4/25/06 
        PA              2579414 80.00                   4/25/96
        19390                   31
                                        9.49%



        MEDIA  PA               120             $59,305.00
        UNKNW                   104     0.99    100000.00 4/15/06 
        PA              2579415 54.00                   4/15/96
        19063                   35
                                        9.49%



        COLLINGS  NJ            120             $21,758.02
        UNKNW                   103     2.00    24900.00        3/22/06 
        NJ              2579416 80.00                   3/22/96
        08108                   23
                                        10.5%



        HANOVER  PARK IL        120             $49,027.00
        UNKNW                   104     2.75    50000.00        4/2/06 
        IL              2579417 89.00                   4/2/96
        60103                   40
                                        11.25%



        BATTLE  CREEK NE        120             $25,240.54
        UNKNW                   104     0.99    30000.00        4/8/06 
        NE              2579418 80.00                   4/8/96
        68715                   45
                                        9.49%



        SUITE  2-A              120             $35,096.84
        NEW YORK                105     0.99    35300.00        5/2/06 
        NY              2579419 80.00                   5/2/96
        10011                   24
                                        9.49%



        MANHASSE  NY            120             $117,164.02
        UNKNW                   103     2.50    150500.00 3/15/06 
        NY              2579420 86.00                   3/15/96
        11030                   14
                                        11.%



        CARY  NC                120             $30,105.12
        UNKNW                   104     0.99    30000.00        4/23/06 
        NC              2579421 65.00                   4/23/96
        27511                   44
                                        9.49%





        WISE  VA
        UNKNW                   120     0.99    $18,839.69
        VA              2579422 84.00 105               19000.00        5/3/96
        24293                   39                      12:00 AM
                                        9.49%



        GRAND  BLANC MI 120             $42,017.75
        UNKNW                   105     0.99    42100.00        5/9/06 
        MI              2579423 80.00                   5/9/96
        48439                   36
                                        9.49%



        SAN  RAFAEL CA  120             $29,261.60
        UNKNW                   104     1.75    30000.00        4/15/06 
        CA              2579424 22.00                   4/15/96
        94901                   40
                                        10.25%



        MANAHAWK  NJ            120             $18,002.32
        UNKNW                   106     1.99    18200.00        6/12/06 
        NJ              2579425 90.00                   6/12/96
        08050                   0
                                        10.49%



        CANTON  MI              120             $45,182.14
        UNKNW                   104     1.49    52500.00        4/23/06 
        MI              2579426 80.00                   4/23/96
        48187                   32
                                        9.99%



        STEAMBOA  SPRINGS CO    120             $73,949.35
        UNKNW                   104     0.99    74000.00        4/18/06 
        CO              2579427 78.00                   4/18/96
        80477                   47
                                        9.49%



        CLARKSTO  MI            120             $26,695.00
        UNKNW                   103     0.99    27000.00        3/20/06 
        MI              2579428 84.00                   3/20/96
        48348                   37
                                        9.49%



        OCEAN  SPRINGS MS       120             $22,217.83
        UNKNW                   104     0.99    22000.00        4/19/06 
        MS              2579429 33.00                   4/19/96
        39564                   25
                                        9.49%



        MACOMB  MI              120             $5,110.47
        UNKNW                   103     1.75    30600.00        3/15/06 
        MI              2579430 80.00                   3/15/96
        48044                   26
                                        10.25%



        MEDFORD  MA             120             $33,000.00
        UNKNW                   103     1.75    50000.00        3/11/06 
        NH              2579431 41.00                   3/11/96
        02155                   19
                                        10.25%



        STAMFORD  CT            120             $23,959.78
        UNKNW                   105     2.00    25000.00        5/15/06 
        CT              2579432 78.00                   5/15/96
        06902                   44
                                        10.5%





        OAKLAND  CA
        UNKNW                   120     2.00    $9,997.41
        CA              2579433 7.00 104                10000.00        4/24/96
        94605                   0                       12:00 AM
                                        10.5%



        SAN  FRANCISCO CA       120             $47,131.38
        UNKNW                   104     0.99    70000.00        4/1/06 
        CA              2579434 78.00                   4/1/96
        94110                   45
                                        9.49%



        WHEATON  MD             120             $30,489.00
        UNKNW                   104     1.75    30000.00        4/25/06 
        MD              2579435 72.00                   4/25/96
        20906                   39
                                        10.25%



        BEAVERTO  OR            120             $20,396.38
        UNKNW                   104     0.99    25000.00        4/18/06 
        OR              2579436 63.00                   4/18/96
        97008                   39
                                        9.49%



        SHELBY  TOWNSHIP MI     120             $25,445.27
        UNKNW                   104     0.99    30000.00        4/15/06 
        MI              2579437 77.00                   4/15/96
        48315                   22
                                        9.49%



        ALBANY  NY              120             $67,244.40
        UNKNW                   104     0.99    71000.00        4/11/06 
        NY              2579438 80.00                   4/11/96
        12205                   31
                                        9.49%



        FLINT  MI               120             $13,541.37
        UNKNW                   104     0.99    20000.00        4/15/06 
        MI              2579439 45.00                   4/15/96
        48505                   12
                                        9.49%



        ROCHESTE  HILLS MI      120             $41,213.28
        UNKNW                   104     2.50    44000.00        4/4/06 
        MI              2579440 90.00                   4/4/96
        48306                   27
                                        11.%



        BRISTOL  IN             120             $14,885.80
        UNKNW                   103     2.00    15000.00        3/29/06 
        IN              2579441 80.00                   3/29/96
        46507                   26
                                        10.5%



        IRVINE  CA              120             $13,695.00
        UNKNW                   104     0.99    99900.00        4/10/06 
        CA              2579442 60.00                   4/10/96
        92714                   36
                                        9.49%



        KATZ  TX                120             $22,779.00
        UNKNW                   104     1.99    23300.00        4/22/06 
        VA              2579443 90.00                   4/22/96
        77491                   30
                                        10.49%





        KALAMAZO  MI
        UNKNW                   120     0.99    $20,936.37
        MI              2579444 80.00 103               21000.00        3/25/96
        49009                   41                      12:00 AM
                                        9.49%



        FOXBORO  MA             120             $25,051.73
        UNKNW                   104     1.75    25000.00        4/4/06 
        MA              2579445 66.00                   4/4/96
        02035                   43
                                        10.25%



        LAWTON  OK              120             $9,385.78
        UNKNW                   103     2.00    30000.00        3/20/06 
        OK              2579446 72.00                   3/20/96
        73507                   26
                                        10.5%



        BRATTLEB  VT            120             $13,891.10
        UNKNW                   104     0.99    14100.00        4/3/06 
        VT              2579447 80.00                   4/3/96
        05301                   41
                                        9.49%



        FORT  WAYNE IN  120             $17,983.10
        UNKNW                   104     0.99    27400.00        4/29/06 
        KY              2579448 75.00                   4/29/96
        46835                   23
                                        9.49%



        WATERFOR  MI            120             $22,734.68
        UNKNW                   103     0.99    100000.00 3/29/06 
        MI              2579449 50.00                   3/29/96
        48329                   29
                                        9.49%



        ST  CHARLES MI  120             $17,897.79
        UNKNW                   103     0.99    20000.00        3/18/06 
        MI              2579450 77.00                   3/18/96
        48655                   25
                                        9.49%



        JOHNSONV  NY            120             $16,010.82
        UNKNW                   104     0.99    20000.00        4/5/06 
        NY              2579451 77.00                   4/5/96
        12094                   38
                                        9.49%



        EDISON  NJ              120             $19,452.09
        UNKNW                   104     0.99    20000.00        4/22/06 
        NJ              2579452 52.00                   4/22/96
        08820                   43
                                        9.49%



        FENTON  MO              120             $24,058.25
        UNKNW                   104     3.00    25000.00        4/2/06 
        MO              2579453 90.00                   4/2/96
        63026                   39
                                        11.5%



        SOUTH  PLAINFIELD NJ    120             $12,193.16
        UNKNW                   103     0.99    13000.00        3/31/06 
        NJ              2579454 56.00                   3/31/96
        07080                   44
                                        9.49%





        CHATTANO  TN
        UNKNW                   120     1.49    $14,786.75
        TN              2579455 72.00 104               15000.00        4/18/96
        37415                   21                      12:00 AM
                                        9.99%



        WARRENVI  IL            120             $24,334.96
        UNKNW                   105     1.99    25000.00        5/3/06 
        IL              2579456 82.00                   5/3/96
        60555                   38
                                        10.49%



        NEWTOWN  PA             120             $19,698.74
        UNKNW                   104     1.49    27300.00        4/2/06 
        PA              2579457 80.00                   4/2/96
        18940                   28
                                        9.99%



        BAYSHORE  NY            120             $14,291.04
        UNKNW                   104     2.00    15000.00        4/3/06 
        NY              2579458 80.00                   4/3/96
        11706                   29
                                        10.5%



        MILFORD  PA             120             $33,309.26
        UNKNW                   104     2.75    34600.00        4/3/06 
        PA              2579459 90.00                   4/3/96
        18337                   31
                                        11.25%



        NOVATO  CA              120             $37,624.21
        UNKNW                   104     1.75    38000.00        4/3/06 
        CA              2579460 53.00                   4/3/96
        94947                   45
                                        10.25%



        MENDOTA  IL             120             $22,507.52
        UNKNW                   104     3.00    24000.00        4/2/06 
        IL              2579461 90.00                   4/2/96
        61342                   34
                                        11.5%



        HIGHLAND  MI            120             $19,318.42
        UNKNW                   103     1.75    23000.00        3/14/06 
        MI              2579462 80.00                   3/14/96
        48356                   25
                                        10.25%



        CULLOWHE  NC            120             $15,242.65
        UNKNW                   105     1.49    20000.00        5/8/06 
        NC              2579463 70.00                   5/8/96
        28723                   37
                                        9.99%



        POLAND  OH              120             $49,927.47
        UNKNW                   103     0.99    50000.00        3/12/06 
        OH              2579464 80.00                   3/12/96
        44514                   35
                                        9.49%



        HOLT  MI                120             $10,200.11
        UNKNW                   103     3.00    18000.00        3/21/06 
        MI              2579465 90.00                   3/21/96
        48842                   35
                                        11.5%





        CHESTERF  MI
        UNKNW                   120     1.75    $8,900.00
        MI              2579466 42.00 103               30000.00        3/28/96
        48051                   27                      12:00 AM
                                        10.25%



        DETROIT  MI             120             $8,893.92
        UNKNW                   104     1.99    10200.00        4/26/06 
        MI              2579467 90.00                   4/26/96
        48234                   29
                                        10.49%



        ENGLEWOO  CO            120             $34,890.93
        UNKNW                   104     0.99    39400.00        4/16/06 
        IL              2579468 79.00                   4/16/96
        80112                   44
                                        9.49%



        BRIGHTON  MI            120             $25,183.20
        UNKNW                   104     1.50    30000.00        4/12/06 
        MI              2579469 76.00                   4/12/96
        48116                   27
                                        10.%



        VAIL  AZ                120             $12,882.07
        UNKNW                   104     0.99    25100.00        4/4/06 
        AZ              2579470 80.00                   4/4/96
        85641                   25
                                        9.49%



        SHAWNEE  KS             120             $22,483.55
        UNKNW                   104     0.99    27000.00        4/22/06 
        KS              2579471 80.00                   4/22/96
        66213                   39
                                        9.49%



        BERLIN  WI              120             $8,149.04
        UNKNW                   105     1.49    21000.00        5/30/06 
        WI              2579472 80.00                   5/30/96
        54923                   29
                                        9.99%



        DONIPHAN  NE            120             $26,200.09
        UNKNW                   104     1.99    26700.00        4/30/06 
        NE              2579473 90.00                   4/30/96
        68832                   38
                                        10.49%



        7  HICKORY DOWNS, 4101 FIVE  120                $10,800.00
        DURHAM                  105     0.99    10800.00        5/20/06 
        NC              2579474 81.00                   5/20/96
        27707                   52
                                        9.49%



        RED  BANK NJ            120             $19,642.37
        UNKNW                   103     0.99    20000.00        3/14/06 
        NJ              2579475 78.00                   3/14/96
        07701                   37
                                        9.49%



        ANN  ARBOR MI           120             $17,037.90
        UNKNW                   103     2.00    30000.00        3/26/06 
        MI              2579476 25.00                   3/26/96
        48104                   23
                                        10.5%





        BALDWIN  NY
        UNKNW                   120     0.99    $34,171.76
        PA              2579477 18.00 104               35000.00        4/29/96
        11510                   44                      12:00 AM
                                        9.49%



        LAPEER  MI              120             $21,815.69
        UNKNW                   103     2.75    25000.00        3/18/06 
        MI              2579478 89.00                   3/18/96
        48446                   34
                                        11.25%



        SANTA  ROSA CA  120             $31,648.25
        UNKNW                   103     2.75    35000.00        3/15/06 
        CA              2579479 83.00                   3/15/96
        95403                   39
                                        11.25%



        INDIANAP  IN            120             $24,068.57
        UNKNW                   104     2.00    25100.00        4/19/06 
        IN              2579480 67.00                   4/19/96
        46226                   45
                                        10.5%



        ROCHESTE  HILLS MI      120             $10,723.83
        UNKNW                   103     1.75    25100.00        3/9/06 
        MI              2579481 59.00                   3/9/96
        48306                   25
                                        10.25%



        WILLMAR  MN             120             $24,541.24
        UNKNW                   103     0.99    25000.00        3/13/06 
        MN              2579482 59.00                   3/13/96
        56201                   37
                                        9.49%



        RANCHO  CORDOVA CA      120             $14,733.36
        UNKNW                   103     2.00    15000.00        3/19/06 
        CA              2579483 78.00                   3/19/96
        95670                   31
                                        10.5%



        OKEMOS  MI              120             $9,359.82
        UNKNW                   103     0.99    12000.00        3/8/06 
        MI              2579484 80.00                   3/8/96
        48864                   21
                                        9.49%



        CLARK  LAKE MI  120             $11,089.82
        UNKNW                   103     1.49    22900.00        3/16/06 
        MI              2579485 80.00                   3/16/96
        49234                   15
                                        9.99%



        SHELBY  TWP MI  120             $18,594.52
        UNKNW                   103     0.99    20000.00        3/5/06 
        MI              2579486 80.00                   3/5/96
        48316                   27
                                        9.49%



        VALDOSTA  GA            120             $12,543.36
        UNKNW                   105     1.49    22800.00        5/30/06 
        GA              2579487 73.00                   5/30/96
        31602                   34
                                        9.99%





        PINE  RIDGE SD
        UNKNW                   120     1.99    $14,857.74
        SD              2579488 88.00 106               15000.00        6/11/96
        57770                   45                      12:00 AM
                                        10.49%



        MONONGAH  PA            120             $14,933.64
        UNKNW                   103     0.99    15300.00        3/12/06 
        PA              2579489 80.00                   3/12/96
        15063                   38
                                        9.49%



        PHILADEL  PA            120             $24,114.79
        UNKNW                   103     2.00    40000.00        3/18/06 
        PA              2579490 80.00                   3/18/96
        19147                   38
                                        10.5%



        ANCHORAG  AK            120             $23,901.27
        UNKNW                   104     3.00    25100.00        4/4/06 
        AK              2579491 90.00                   4/4/96
        99502                   43
                                        11.5%



        RALEIGH  NC             120             $15,300.00
        UNKNW                   105     2.00    18800.00        5/1/06 
        NC              2579492 80.00                   5/1/96
        27614                   26
                                        10.5%



        FAIRHOPE  AL            120             $39,476.69
        UNKNW                   104     0.99    40000.00        4/26/06 
        AL              2579493 56.00                   4/26/96
        36532                   37
                                        9.49%



        ROCHESTE  NY            120             $16,469.92
        UNKNW                   103     1.49    32000.00        3/22/06 
        NY              2579494 80.00                   3/22/96
        14619                   22
                                        9.99%



        SULPHUR  LA             120             $13,336.69
        UNKNW                   103     1.49    14300.00        3/8/06 
        LA              2579495 80.00                   3/8/96
        70663                   37
                                        9.99%



        DAMMERON  VALLEY UT     120             $41,580.61
        UNKNW                   104     0.99    50000.00        4/10/06 
        UT              2579496 69.00                   4/10/96
        84783                   0
                                        9.49%



        BUFFALO  GROVE IL       120             $31,747.40
        UNKNW                   104     1.75    50000.00        4/18/06 
        IL              2579497 76.00                   4/18/96
        60089                   31
                                        10.25%



        NEWNAN  GA              120             $57,517.77
        UNKNW                   104     0.99    57600.00        4/5/06 
        GA              2579498 80.00                   4/5/96
        30263                   37
                                        9.49%





        SANTA  CLARA CA
        UNKNW                   120     1.75    $42,350.40
        CA              2579499 68.00 103               50000.00        3/26/96
        95054                   21                      12:00 AM
                                        10.25%



        LEWISTON  NY            120             $18,000.00
        UNKNW                   103     0.99    30000.00        3/1/06 
        NY              2579500 58.00                   3/1/96
        14092                   34
                                        9.49%



        BLISSFIE  MI            120             $19,857.20
        UNKNW                   102     1.75    38000.00        2/14/06 
        MI              2579501 80.00                   2/14/96
        49228                   28
                                        10.25%



        FREEPORT  NY            120             $13,147.42
        UNKNW                   103     2.00    99900.00        3/3/06 
        NY              2579502 70.00                   3/3/96
        11520                   40
                                        10.5%



        ELIOT  ME               120             $19,393.09
        UNKNW                   102     0.99    20000.00        2/6/06 
        ME              2579503 60.00                   2/6/96
        03903                   36
                                        9.49%



        PHOENIX  AZ             120             $22,127.04
        UNKNW                   103     2.00    25100.00        3/1/06 
        AZ              2579504 77.00                   3/1/96
        85022                   26
                                        10.5%



        FLINT  MI               120             $25,236.54
        UNKNW                   102     0.99    25000.00        2/13/06 
        MI              2579505 56.00                   2/13/96
        48505                   42
                                        9.49%



        CANNON  FALLS MN        120             $17,827.10
        UNKNW                   102     0.99    18000.00        2/20/06 
        MN              2579506 80.00                   2/20/96
        55009                   21
                                        9.49%



        ESCONDID  CA            120             $20,129.03
        UNKNW                   105     2.00    26000.00        5/31/06 
        CA              2579507 53.00                   5/31/96
        92029                   39
                                        10.5%



        TAYLOR  MI              120             $25,641.64
        UNKNW                   104     0.99    28000.00        4/17/06 
        MI              2579508 52.00                   4/17/96
        48180                   38
                                        9.49%



        MEDINA  OH              120             $23,319.62
        UNKNW                   102     1.49    24300.00        2/20/06 
        OH              2579509 65.00                   2/20/96
        44256                   33
                                        9.99%





        FLINT  MI
        UNKNW                   120     1.49    $24,823.67
        MI              2579510 73.00 103               25000.00        3/13/96
        48506                   23                      12:00 AM
                                        9.99%



        ST  LOUIS MO            120             $10,728.52
        UNKNW                   104     0.99    20000.00        4/6/06 
        MO              2579511 21.00                   4/6/96
        63146                   29
                                        9.49%



        SOUTHFIE  MI            120             $37,047.68
        UNKNW                   102     0.99    37300.00        2/17/06 
        MI              2579512 92.00                   2/17/96
        48034                   38
                                        9.49%



        MINNEAPO  MN            120             $5,053.44
        UNKNW                   103     1.75    40000.00        3/7/06 
        MN              2579513 37.00                   3/7/96
        55417                   12
                                        10.25%



        BELLAIR  MI             120             $15,725.31
        UNKNW                   100     2.00    17600.00        12/29/05 
        MI              2579514 80.00                   12/29/95
        49615                   33
                                        10.5%



        TWIN  PEAKS CA  120             $9,028.13
        UNKNW                   101     2.00    40000.00        1/31/06 
        CA              2579515 57.00                   1/31/96
        92391                   29
                                        10.5%



        PHILADEL  PA            120             $10,053.18
        UNKNW                   101     3.00    15300.00        1/29/06 
        PA              2579516 90.00                   1/29/96
        19132                   16
                                        11.5%



        BRIGHTON  MI            120             $29,023.60
        UNKNW                   101     1.75    30000.00        1/26/06 
        MI              2579517 79.00                   1/26/96
        48116                   36
                                        10.25%



        EDEN  PRAIRIE MN        120             $19,219.73
        UNKNW                   102     2.00    40600.00        2/20/06 
        MN              2579518 75.00                   2/20/96
        55347                   36
                                        10.5%



        ORLAND  PARK IL 120             $32,107.15
        UNKNW                   102     0.99    33000.00        2/3/06 
        IL              2579519 42.00                   2/3/96
        60462                   24
                                        9.49%



        VALLEY  STREAM NY       120             $99,900.00
        UNKNW                   101     1.50    99900.00        1/27/06 
        NY              2579520 56.00                   1/27/96
        11581                   40
                                        10.%





        GRAND  BAY AL
        UNKNW                   120     2.00    $12,138.70
        AL              2579521 80.00 102               24800.00        2/6/96
        36541                   39                      12:00 AM
                                        10.5%



        RIVERVIE  MI            120             $14,457.53
        UNKNW                   102     1.50    100000.00 2/2/06 
        MI              2579522 78.00                   2/2/96
        48192                   21
                                        10.%



        LAINGSBU  MI            120             $23,050.67
        UNKNW                   102     2.75    24900.00        2/9/06 
        MI              2579523 90.00                   2/9/96
        48848                   27
                                        11.25%



        SALINAS  CA             120             $40,000.00
        UNKNW                   101     1.50    40000.00        1/25/06 
        CA              2579524 59.00                   1/25/96
        93908                   48
                                        10.%



        TUCSON  AZ              120             $144,452.00
        UNKNW                   103     1.50    144300.00 3/6/06 
        AZ              2579525 79.00                   3/6/96
        85742                   45
                                        10.%



        CHURCH  HILL MD 120             $29,819.54
        UNKNW                   102     0.99    31700.00        2/15/06 
        MD              2579526 80.00                   2/15/96
        21623                   40
                                        9.49%



        DAYVILLE  CT            120             $24,384.28
        UNKNW                   102     0.99    25000.00        2/12/06 
        CT              2579527 28.00                   2/12/96
        06241                   35
                                        9.49%



        SHAKER  HEIGHTS OH      120             $21,080.71
        UNKNW                   101     2.75    20900.00        1/2/06 
        OH              2579528 90.00                   1/2/96
        44122                   25
                                        11.25%



        WOODSTOC  GA            120             $20,436.52
        UNKNW                   100     4.00    22400.00        12/12/05 
        GA              2579529 100.00          12/12/95
        30189                   26
                                        12.5%



        MECHANIC  PA            120             $4,336.75
        UNKNW                   100     2.00    25100.00        12/13/05 
        PA              2579530 51.00                   12/13/95
        17055                   25
                                        10.5%



        BAY  CITY MI            120             $7,780.11
        UNKNW                   100     1.75    26000.00        12/6/05 
        MI              2579531 69.00                   12/6/95
        48706                   21
                                        10.25%





        ANTIOCH  CA
        UNKNW                   120     2.00    $6,209.66
        CA              2579532 80.00 100               15000.00        12/28/95
        94509                   39                      12:00 AM
                                        10.5%



        EVANSDAL  IA            120             $33,950.97
        UNKNW                   101     2.75    34000.00        1/16/06 
        IA              2579533 90.00                   1/16/96
        50707                   23
                                        11.25%



        WESTFIEL  NJ            120             $39,536.27
        UNKNW                   101     2.75    50000.00        1/3/06 
        NJ              2579534 89.00                   1/3/96
        07090                   27
                                        11.25%



        TROY  MI                120             $12,626.63
        UNKNW                   103     1.50    25200.00        3/21/06 
        MI              2579535 80.00                   3/21/96
        48083                   24
                                        10.%



        FLINT  MI               120             $20,372.12
        UNKNW                   101     2.75    20600.00        1/5/06 
        MI              2579536 90.00                   1/5/96
        48532                   28
                                        11.25%



        MADISON  CT             120             $9,674.39
        UNKNW                   101     3.00    20700.00        1/29/06 
        CT              2579537 90.00                   1/29/96
        06443                   34
                                        11.5%



        35  SHORE DRIVE 180             $21,402.62
        GREAT NECK,             135     2.00    63000.00        11/22/08 
        NY              2579538 65.00                   11/22/93
        11024                   26
                                        10.5%



        9197  EAST 300 SOUTH    120             $25,911.08
        ZIONSVILLE,             104     0.99    100000.00 4/29/06 
        IN              2579539 55.00                   4/29/96
        46208                   0
                                        9.49%



        BETTENDO  IA            120             $50,017.87
        UNKNW                   101     1.50    75000.00        1/29/06 
        IA              2579540 79.00                   1/29/96
        52722                   23
                                        10.%



        BERKELEY  CA            120             $2,832.94
        UNKNW                   100     2.00    17100.00        12/14/05 
        CA              2579541 80.00                   12/14/95
        94708                   33
                                        10.5%



        CASTAIC  CA             120             $34,746.83
        UNKNW                   100     4.00    35000.00        12/9/05 
        CA              2579542 100.00          12/9/95
        91384                   39
                                        12.5%





        14  E. 47TH STREET  6TH 
        NEW YORK                120     1.75    $26,744.75
        NJ              2579543 51.00 100               50000.00        12/20/95
        10017                   26                      12:00 AM
                                        10.25%



        LITTLETO  NH            120             $32,353.84
        UNKNW                   101     1.50    45000.00        1/15/06 
        NH              2579544 45.00                   1/15/96
        03561                   42
                                        10.%



        OAKLAND  MI             120             $8,431.59
        UNKNW                   100     2.75    19200.00        12/5/05 
        MI              2579545 90.00                   12/5/95
        48363                   26
                                        11.25%



        SAN  DIEGO CA           120             $4,512.55
        UNKNW                   100     2.00    50000.00        12/18/05 
        CA              2579546 36.00                   12/18/95
        92131                   39
                                        10.5%



        METAIRIE  LA            120             $33,773.76
        UNKNW                   100     1.75    35000.00        12/18/05 
        LA              2579547 28.00                   12/18/95
        70001                   28
                                        10.25%



        GEIMFASK  MI            120             $38,049.57
        UNKNW                   100     1.00    39200.00        12/6/05 
        MI              2579548 80.00                   12/6/95
        49836                   30
                                        9.5%



        LAKE  CLARKE SHORES FL 120              $14,189.53
        UNKNW                   100     3.00    17200.00        12/21/05 
        FL              2579549 90.00                   12/21/95
        33406                   39
                                        11.5%



        RENTON,  WA             120             $10,535.06
        UNKNW                   99      4.00    25100.00        11/27/05 
        WA              2579550 73.00                   11/27/95
        98058                   28
                                        9.22%



        PACIFICA  CA            120             $24,577.79
        UNKNW                   100     2.00    25100.00        12/12/05 
        CA              2579551 68.00                   12/12/95
        94044                   30
                                        10.5%



        WILLOW  GROVE PA        120             $3,839.79
        UNKNW                   100     1.75    25000.00        12/1/05 
        PA              2579552 14.00                   12/1/95
        19090                   42
                                        10.25%



        GALLUP  NM              120             $12,000.00
        UNKNW                   101     2.00    30000.00        1/4/06 
        NM              2579553 40.00                   1/4/96
        87301                   14
                                        10.5%





        DETROIT  MI
        UNKNW                   120     2.00    $20,094.90
        MI              2579554 80.00 100               20000.00        12/5/95
        48204                   16                      12:00 AM
                                        10.5%



        RIDGECRE  CA            120             $18,864.83
        UNKNW                   99      4.00    19500.00        11/22/05 
        CA              2579555 100.00          11/22/95
        93555                   36
                                        12.5%



        HOLLY  MI               120             $19,373.02
        UNKNW                   100     1.75    29100.00        12/13/05 
        MI              2579556 80.00                   12/13/95
        48442                   26
                                        10.25%



        JACKSONV  FL            120             $12,840.85
        UNKNW                   99      4.00    12900.00        11/28/05 
        FL              2579557 100.00          11/28/95
        32225                   33
                                        12.5%



        BURTON  MI              120             $10,709.11
        UNKNW                   99      4.00    12300.00        11/8/05 
        MI              2579558 93.00                   11/8/95
        48529                   24
                                        12.5%



        DECATUR  GA             120             $13,126.63
        UNKNW                   100     1.75    39400.00        12/6/05 
        GA              2579559 80.00                   12/6/95
        30034                   20
                                        10.25%



        PLYMOUTH  MA            120             $14,125.54
        UNKNW                   100     4.00    15000.00        12/14/05 
        MA              2579560 96.00                   12/14/95
        02360                   35
                                        12.5%



        BLANDON  PA             120             $8,729.73
        UNKNW                   101     4.00    14000.00        1/19/06 
        PA              2579561 100.00          1/19/96
        19510                   30
                                        12.5%



        BURLINGT  VT            120             $34,737.10
        UNKNW                   99      4.00    35000.00        11/22/05 
        VT              2579562 95.00                   11/22/95
        05401                   32
                                        12.5%



        PHOENIX  AZ             120             $12,682.39
        UNKNW                   100     2.00    89800.00        12/21/05 
        AZ              2579563 80.00                   12/21/95
        85044                   27
                                        10.5%



        SHELBY  TWP. MI 120             $6,254.94
        UNKNW                   99      1.75    30000.00        11/11/05 
        MI              2579564 60.00                   11/11/95
        48315                   21
                                        10.25%





        WASILLA  AK
        UNKNW                   120     4.00    $41,044.35
        AK              2579565 100.00 100              41100.00        12/5/95
        99654                   34                      12:00 AM
                                        12.5%



        RALEIGH  NC             120             $18,090.43
        UNKNW                   100     2.00    51600.00        12/5/05 
        NC              2579566 75.00                   12/5/95
        27614                   23
                                        10.5%



        OXON  HILL MD           120             $18,973.80
        UNKNW                   99      3.00    21100.00        11/28/05 
        MD              2579567 90.00                   11/28/95
        20745                   30
                                        11.5%



        NOVI  MI                120             $33,524.97
        UNKNW                   103     1.50    42800.00        3/8/06 
        MI              2579568 80.00                   3/8/96
        48374                   37
                                        10.%



        CANTON  MI              120             $27,732.43
        UNKNW                   99      1.50    50000.00        11/17/05 
        MI              2579569 62.00                   11/17/95
        48188                   39
                                        10.%



        APOLLO  PA              120             $23,009.23
        UNKNW                   101     1.75    52000.00        1/16/06 
        PA              2579570 80.00                   1/16/96
        15613                   40
                                        10.25%



        PITTSBOR  IN            120             $17,887.65
        UNKNW                   100     1.75    25000.00        12/14/05 
        IN              2579571 64.00                   12/14/95
        46167                   36
                                        10.25%



        NORTH  WALES PA 120             $11,982.34
        UNKNW                   100     1.75    25300.00        12/1/05 
        PA              2579572 90.00                   12/1/95
        19454                   33
                                        10.25%



        SELBYVIL  DE            120             $20,489.13
        UNKNW                   100     3.00    20500.00        12/27/05 
        DE              2579573 90.00                   12/27/95
        19975                   35
                                        11.5%



        DETROIT  MI             120             $26,892.84
        UNKNW                   99      1.50    30000.00        11/14/05 
        MI              2579574 60.00                   11/14/95
        48217                   29
                                        10.%



        FRESNO  CA              120             $13,471.18
        UNKNW                   100     3.00    25000.00        12/12/05 
        CA              2579575 89.00                   12/12/95
        93720                   28
                                        11.5%





        ANAHEIM  CA
        UNKNW                   120     4.00    $29,376.21
        CA              2579576 93.00 101               35000.00        1/3/96
        92808                   34                      12:00 AM
                                        12.5%



        CHANTILL  VA            120             $24,830.66
        UNKNW                   100     1.75    25000.00        12/12/05 
        VA              2579577 78.00                   12/12/95
        22021                   36
                                        10.25%



        VANDALIA  OH            120             $800.00
        UNKNW                   100     1.75    40000.00        12/4/05 
        OH              2579578 66.00                   12/4/95
        45377                   17
                                        10.25%



        LOCKPORT  IL            120             $48,246.54
        UNKNW                   100     1.75    50000.00        12/11/05 
        IL              2579579 80.00                   12/11/95
        60441                   33
                                        10.25%



        PHOENIX  AZ             120             $16,910.29
        UNKNW                   100     4.00    25100.00        12/1/05 
        AZ              2579580 91.00                   12/1/95
        85018                   30
                                        12.5%



        BOLINGBR  IL            120             $25,570.58
        UNKNW                   99      1.75    29000.00        11/17/05 
        IL              2579581 80.00                   11/17/95
        60440                   37
                                        10.25%



        ANN  ARBOR MI           120             $31,474.11
        UNKNW                   103     2.25    39500.00        3/1/06 
        MI              2579582 90.00                   3/1/96
        48105                   20
                                        10.75%



        COSTA  MESA CA  120             $49,892.04
        UNKNW                   102     1.75    58800.00        2/23/06 
        CA              2579583 75.00                   2/23/96
        92627                   23
                                        10.25%



        NORTH  VERNON IN        120             $2,817.95
        UNKNW                   102     1.75    10000.00        2/23/06 
        IN              2579584 65.00                   2/23/96
        47265                   38
                                        10.25%



        CHATHAM  NJ             120             $31,780.59
        UNKNW                   103     1.75    50000.00        3/30/06 
        NJ              2579585 75.00                   3/30/96
        07928                   14
                                        10.25%



        HOWARD  CITY MI 120             $25,968.08
        UNKNW                   103     2.75    30000.00        3/21/06 
        MI              2579586 90.00                   3/21/96
        49329                   39
                                        11.25%





        ORTONVIL  MI
        UNKNW                   120     1.75    $15,357.16
        MI              2579587 73.00 103               75000.00        3/15/96
        48462                   37                      12:00 AM
                                        10.25%



        SAN  JOSE CA            120             $7,259.00
        UNKNW                   102     2.00    50000.00        2/28/06 
        CA              2579588 75.00                   2/29/96
        95122                   35
                                        10.5%



        HAYWARD  CA             120             $3,809.73
        UNKNW                   103     2.00    25000.00        3/14/06 
        CA              2579589 48.00                   3/14/96
        94545                   48
                                        10.5%



        BREWSTER  NY            120             $33,182.45
        UNKNW                   103     1.75    34300.00        3/6/06 
        NY              2579590 80.00                   3/6/96
        10509                   43
                                        10.25%



        WATERFOR  MI            120             $49,940.87
        UNKNW                   103     1.25    100000.00 3/1/06 
        MI              2579591 68.00                   3/1/96
        48329                   31
                                        9.75%



        LAFAYETT  CO            120             $6,177.02
        UNKNW                   103     2.00    20000.00        3/4/06 
        CO              2579592 72.00                   3/4/96
        80026                   25
                                        10.5%



        BURBANK  CA             120             $16,826.79
        UNKNW                   103     2.00    17600.00        3/8/06 
        CA              2579593 80.00                   3/8/96
        91505                   37
                                        10.5%



        SAGINAW  MI             120             $22,754.53
        UNKNW                   103     4.00    23000.00        3/30/06 
        MI              2579594 100.00          3/30/96
        48602                   22
                                        12.5%



        LAKEVILL  MA            120             $6,804.57
        UNKNW                   102     2.00    22000.00        2/9/06 
        MA              2579595 64.00                   2/9/96
        02347                   41
                                        10.5%



        FT  WAYNE IN            120             $20,104.76
        UNKNW                   102     1.75    40000.00        2/22/06 
        IN              2579596 75.00                   2/22/96
        46804                   37
                                        10.25%



        BRENTWOO  TN            120             $50,952.88
        UNKNW                   102     1.50    72000.00        2/16/06 
        TN              2579597 90.00                   2/16/96
        37027                   44
                                        10.%





        LANSING  MI
        UNKNW                   120     4.00    $15,159.65
        MI              2579598 100.00 102              16000.00        2/23/96
        48911                   38                      12:00 AM
                                        12.5%



        STEAMBOA  SPRINGS CO    120             $4,702.65
        UNKNW                   102     2.00    36400.00        2/9/06 
        CO              2579599 76.00                   2/9/96
        80477                   43
                                        10.5%



        AMHERST  NY             120             $14,646.84
        UNKNW                   102     1.50    30000.00        2/23/06 
        NY              2579600 76.00                   2/23/96
        14221                   19
                                        10.%



        FOREST  HILL MD 120             $10,256.62
        UNKNW                   102     2.50    25900.00        2/16/06 
        MD              2579601 90.00                   2/16/96
        21050                   0
                                        11.%



        WHITE  PLAINS MD        120             $5,110.09
        UNKNW                   102     1.99    22700.00        2/21/06 
        MD              2579602 75.00                   2/21/96
        20695                   23
                                        10.49%



        EDEN  PRAIRIE MN        120             $58,028.36
        UNKNW                   102     2.50    58400.00        2/16/06 
        MN              2579603 90.00                   2/16/96
        55346                   29
                                        11.%



        AMELIA  OH              120             $20,201.87
        UNKNW                   104     2.00    25000.00        4/2/06 
        OH              2579604 79.00                   4/2/96
        45102                   21
                                        10.5%



        SURRY  VA               120             $14,243.62
        UNKNW                   102     3.00    14300.00        2/16/06 
        VA              2579605 90.00                   2/16/96
        23883                   39
                                        11.5%



        OLD  TAPPAN NJ  120             $36,226.58
        UNKNW                   103     1.75    100000.00 3/13/06 
        NJ              2579606 46.00                   3/13/96
        07675                   37
                                        10.25%



        MISSION  VIEJO CA       120             $27,409.40
        UNKNW                   102     2.75    28900.00        2/27/06 
        CA              2579607 90.00                   2/27/96
        92692                   40
                                        11.25%



        HALF  MOON BAY CA       120             $42,353.26
        UNKNW                   102     2.75    44200.00        2/3/06 
        AZ              2579608 90.00                   2/3/96
        94019                   38
                                        11.25%





        SANTA  ROSA CA
        UNKNW                   120     2.75    $27,010.66
        CA              2579609 90.00 101               27100.00        1/30/96
        95403                   39                      12:00 AM
                                        11.25%



        MONMOUTH  JUNCTION NJ   120             $14,644.26
        UNKNW                   101     3.00    46300.00        1/26/06 
        NJ              2579610 90.00                   1/26/96
        08852                   35
                                        11.5%



        EATON  RAPIDS MI        120             $19,877.72
        UNKNW                   102     3.00    20200.00        2/5/06 
        MI              2579611 100.00          2/5/96
        48827                   33
                                        11.5%



        ORION  TWP MI           120             $9,603.89
        UNKNW                   101     1.75    30000.00        1/25/06 
        MI              2579612 73.00                   1/25/96
        48360                   46
                                        10.25%



        COTTAGE  GROVE MN       120             $12,202.04
        UNKNW                   101     3.00    12500.00        1/26/06 
        MN              2579613 90.00                   1/26/96
        55016                   52
                                        11.5%



        ALBUQUER  NM            120             $25,945.22
        UNKNW                   102     0.99    27600.00        2/13/06 
        NM              2579614 64.00                   2/13/96
        87111                   37
                                        9.49%



        WHEATON  IL             120             $10,616.92
        UNKNW                   102     1.75    60200.00        2/8/06 
        IL              2579615 80.00                   2/8/96
        60187                   20
                                        10.25%



        BILLINGS  MT            120             $20,017.15
        UNKNW                   102     0.99    25000.00        2/6/06 
        MT              2579616 22.00                   2/6/96
        59101                   22
                                        9.49%



        NEWTOWN  PA             120             $25,169.91
        UNKNW                   102     2.75    25300.00        2/5/06 
        PA              2579617 90.00                   2/5/96
        18940                   37
                                        11.25%



        COMMERCE  CITY CO       120             $16,619.39
        UNKNW                   102     2.00    25000.00        2/2/06 
        CO              2579618 58.00                   2/2/96
        80022                   27
                                        10.5%



        WEST  BLOOMFIELD MI     120             $32,361.19
        UNKNW                   102     1.50    100000.00 2/8/06 
        MI              2579619 78.00                   2/8/96
        48324                   21
                                        10.%





        LARGO  FL
        UNKNW                   120     2.00    $3,251.81
        FL              2579620 54.00 103               35000.00        3/5/96
        34640                   32                      12:00 AM
                                        10.5%



        SEAFORD  NY             120             $25,099.60
        UNKNW                   101     1.50    25100.00        1/4/06 
        NY              2579621 20.00                   1/4/96
        11783                   45
                                        10.%



        RIDGEWOO  NJ            120             $22,217.76
        UNKNW                   101     3.00    33600.00        1/12/06 
        NJ              2579622 90.00                   1/12/96
        07450                   30
                                        11.5%



        GROSSE  ILE MI  120             $5,746.28
        UNKNW                   103     2.75    15000.00        3/12/06 
        MI              2579623 90.00                   3/12/96
        48138                   30
                                        11.25%



        SANTA  CRUZ CA  120             $84,789.32
        UNKNW                   101     1.50    85000.00        1/26/06 
        CA              2579624 49.00                   1/26/96
        95062                   42
                                        10.%



        PHENIX  CITY AL 120             $21,034.98
        UNKNW                   101     1.75    25000.00        1/19/06 
        AL              2579625 72.00                   1/19/96
        36867                   21
                                        10.25%



        CHAGRIN  FALLS OH       120             $29,835.74
        UNKNW                   101     1.50    30000.00        1/23/06 
        OH              2579626 48.00                   1/23/96
        44022                   35
                                        10.%



        CALPARAI  IN            120             $11,531.78
        UNKNW                   101     2.00    25000.00        1/26/06 
        IN              2579627 78.00                   1/26/96
        46383                   36
                                        10.5%



        FLUSHING  MI            120             $25,666.71
        UNKNW                   101     1.50    40000.00        1/26/06 
        MI              2579628 80.00                   1/26/96
        48433                   28
                                        10.%



        PLANTATI  FL            120             $4,500.77
        UNKNW                   102     2.00    23200.00        2/2/06 
        FL              2579629 90.00                   2/2/96
        33317                   27
                                        10.5%



        AMHERST  NH             120             $9,282.73
        UNKNW                   102     3.00    25000.00        2/28/06 
        NH              2579630 90.00                   2/28/96
        03031                   29
                                        11.5%





        PALATINE  IL
        UNKNW                   120     2.25    $37,538.44
        IL              2579631 90.00 102               40500.00        2/2/96
        60067                   24                      12:00 AM
                                        10.75%



        WESTWOOD  NJ            120             $26,350.53
        UNKNW                   101     2.75    27500.00        1/30/06 
        NJ              2579632 90.00                   1/30/96
        07675                   38
                                        11.25%



        ANCHORAG  AK            120             $25,547.26
        UNKNW                   102     1.75    29800.00        2/9/06 
        AK              2579633 78.00                   2/9/96
        99508                   33
                                        10.25%



        LOCKPORT  NY            120             $20,061.75
        UNKNW                   96      2.75    20300.00        8/30/05 
        NY              2579634 90.00                   8/30/95
        14094                   19
                                        11.25%



        BRIDGEPO  MI.           120             $18,989.53
        UNKNW                   97      4.00    19000.00        9/29/05 
        MI              2579635 99.00                   9/29/95
        48722                   35
                                        12.5%



        CYPRESS,  CA            120             $18,692.71
        UNKNW                   97      4.00    25500.00        9/5/05 
        CA              2579636 100.00          9/5/95
        90630                   30
                                        12.5%



        EL  CERRITO CA  120             $46,690.16
        UNKNW                   101     1.75    50000.00        1/9/06 
        CA              2579637 56.00                   1/9/96
        94530                   26
                                        10.25%



        EDEN  PRARIE MN 120             $38,620.94
        UNKNW                   101     2.75    44000.00        1/3/06 
        MN              2579638 90.00                   1/3/96
        55347                   26
                                        11.25%



        KENSINGT  NH            120             $55,000.00
        UNKNW                   101     1.50    75000.00        1/23/06 
        NH              2579639 77.00                   1/23/96
        03833                   40
                                        10.%



        BRODHEAD  PA            120             $26,691.04
        UNKNW                   101     4.00    26700.00        1/5/06 
        PA              2579640 100.00          1/5/96
        18322                   37
                                        12.5%



        OAK  PARK MI            120             $29,604.14
        UNKNW                   101     1.50    30000.00        1/29/06 
        MI              2579641 68.00                   1/29/96
        48237                   13
                                        10.%





        CAMP  HILL PA
        UNKNW                   120     2.00    $15,000.00
        PA              2579642 80.00 101               59500.00        1/31/96
        17011                   33                      12:00 AM
                                        10.5%



        DUMONT  NJ              120             $6,354.73
        UNKNW                   101     3.00    10000.00        1/19/06 
        NJ              2579643 82.00                   1/19/96
        07628                   39
                                        11.5%



        NEWVILLE  PA            120             $25,346.47
        UNKNW                   101     4.00    25800.00        1/23/06 
        PA              2579644 94.00                   1/23/96
        17241                   38
                                        12.5%



        HUNTINGT  VALLEY PA     120             $36,846.12
        UNKNW                   101     2.75    37500.00        1/16/06 
        PA              2579645 90.00                   1/16/96
        19006                   32
                                        11.25%



        OAK  LAWN IL            120             $17,791.94
        UNKNW                   101     2.75    27000.00        1/16/06 
        IL              2579646 90.00                   1/16/96
        60453                   39
                                        11.25%



        NORWALK  IA             120             $23,095.23
        UNKNW                   95      2.00    31900.00        7/31/05 
        IA              2579647 80.00                   7/31/95
        50211                   28
                                        10.5%



        IDABEL  OK              120             $24,959.27
        UNKNW                   95      2.00    25000.00        7/31/05 
        OK              2579648 73.00                   7/31/95
        74745                   40
                                        10.5%



        SAN  FRANCISCO CA       120             $32,132.95
        UNKNW                   95      1.75    50000.00        7/24/05 
        CA              2579649 67.00                   7/24/95
        94114                   43
                                        10.25%



        HASBROUC  HGHTS NJ      120             $44,000.00
        UNKNW                   96      1.75    70000.00        8/19/05 
        NJ              2579650 87.00                   8/19/95
        07604                   32
                                        10.25%



        AMBLER  PA              120             $8,174.09
        UNKNW                   95      2.00    50000.00        7/24/05 
        PA              2579651 43.00                   7/24/95
        19002                   37
                                        10.5%



        EASTON  PA              120             $9,164.91
        UNKNW                   95      2.00    25100.00        7/18/05 
        PA              2579652 83.00                   7/18/95
        18042                   37
                                        10.5%





        THOUSAND  OAKS, CA
        UNKNW                   120     1.75    $42,333.97
        CA              2579653 63.00 95                50000.00        7/12/95
        91360                   33                      12:00 AM
                                        10.25%



        MT  CLEMENS, MI 120             $8,967.33
        UNKNW                   94      1.75    50000.00        6/21/05 
        MI              2579654 39.00                   6/21/95
        48045                   23
                                        10.25%



        CHESTERF  MO            120             $2,323.95
        UNKNW                   95      2.00    10700.00        7/31/05 
        MO              2579655 80.00                   7/31/95
        63017                   21
                                        10.5%



        FARMINGT  HILLS, MI     120             $69,066.19
        UNKNW                   95      1.25    69100.00        7/5/05 
        MI              2579656 69.00                   7/5/95
        48331                   49
                                        9.75%



        ORTONVIL  MI            120             $7,341.43
        UNKNW                   94      1.50    25000.00        6/29/05 
        MI              2579657 80.00                   6/29/95
        48462                   30
                                        10.%



        TROY  MI                120             $43,609.47
        UNKNW                   95      1.50    100000.00 7/21/05 
        MI              2579658 78.00                   7/21/95
        48098                   31
                                        10.%



        INDIANAP  IN            120             $25,000.00
        UNKNW                   95      2.00    25000.00        7/12/05 
        IN              2579659 55.00                   7/12/95
        46226                   44
                                        10.5%



        ROCHESTE  NH            120             $21,954.04
        UNKNW                   96      2.00    30000.00        8/2/05 
        NH              2579660 79.00                   8/2/95
        03867                   39
                                        10.5%



        MAYVILLE  MI            120             $40,324.99
        UNKNW                   95      1.50    41200.00        7/21/05 
        MI              2579661 80.00                   7/21/95
        48744                   32
                                        10.%



        CAMARILL  CA            120             $36,288.63
        UNKNW                   94      1.75    41200.00        6/30/05 
        CA              2579662 77.00                   6/30/95
        93012                   22
                                        10.25%



        WESTBURG  NY            120             $19,506.00
        UNKNW                   95      2.00    25000.00        7/17/05 
        NY              2579663 44.00                   7/17/95
        11590                   56
                                        10.5%





        OMAHA  NE
        UNKNW                   120     2.00    $15,146.01
        NE              2579664 63.00 95                30000.00        7/18/95
        68152                   38                      12:00 AM
                                        10.5%



        RAHWAY  NJ              120             $11,441.13
        UNKNW                   98      3.00    18700.00        10/4/05 
        NJ              2579665 90.00                   10/4/95
        07065                   36
                                        11.5%



        NORTH  ANDOVER, MA      120             $7,969.03
        UNKNW                   94      2.00    44900.00        6/27/05 
        MA              2579666 80.00                   6/27/95
        01845                   39
                                        10.5%



        BISMARCK  ND            120             $45,589.57
        UNKNW                   95      1.99    64200.00        7/10/05 
        ND              2579667 80.00                   7/10/95
        58501                   19
                                        10.49%



        GLENSIDE  PA            180             $33,617.10
        UNKNW                   157     1.50    36500.00        9/6/10 
        PA              2579668 80.00                   9/6/95
        19038                   24
                                        10.%



        WYZATA,  MN             120             $43,463.18
        UNKNW                   95      1.75    44900.00        7/7/05 
        MN              2579669 80.00                   7/7/95
        55391                   38
                                        10.25%



        BALTIC,  CT             120             $16,774.98
        UNKNW                   95      2.00    47200.00        7/19/05 
        CT              2579670 80.00                   7/19/95
        06330                   37
                                        10.5%



        SAN  DIEGO CA           120             $13,176.95
        UNKNW                   95      2.00    22100.00        7/7/05 
        CA              2579671 80.00                   7/7/95
        92122                   52
                                        10.5%



        BAYONNE,  NJ.           120             $24,967.18
        UNKNW                   94      2.00    25000.00        6/29/05 
        NJ              2579672 34.00                   6/29/95
        07002                   43
                                        10.5%



        ROCKY  MOUNT NC 120             $13,765.10
        UNKNW                   96      1.99    28900.00        8/25/05 
        NC              2579673 80.00                   8/25/95
        27804                   20
                                        10.49%



        MENLOW  PARK CA 120             $39,508.81
        MENLOW PARK,            94      2.00    40000.00        6/28/05 
        CA              2579674 75.00                   6/28/95
        94025                   40
                                        10.5%





        MOORPARK  CA
        UNKNW                   120     2.00    $16,980.70
        CA              2579675 74.00 94                25000.00        6/29/95
        93021                   35                      12:00 AM
                                        10.5%



        SCRANTON  PA            120             $17,392.36
        UNKNW                   95      3.00    17600.00        7/25/05 
        PA              2579676 90.00                   7/25/95
        18505                   27
                                        11.5%



        DETROIT  MI             120             $17,672.04
        UNKNW                   95      3.00    17800.00        7/13/05 
        MI              2579677 90.00                   7/13/95
        48219                   36
                                        11.5%



        FRESNO  CA              120             $17,229.05
        UNKNW                   95      4.00    17900.00        7/24/05 
        CA              2579678 100.00          7/24/95
        93703                   34
                                        12.5%



        RALEIGH,  NC.           120             $27,046.01
        UNKNW                   94      1.75    36900.00        6/23/05 
        NC              2579679 80.00                   6/23/95
        27615                   40
                                        10.25%



        PENNINGT  NJ            120             $33,964.26
        UNKNW                   95      1.75    34000.00        7/11/05 
        NJ              2579680 80.00                   7/11/95
        08534                   39
                                        10.25%



        ST  PAUL PARK, MN.      120             $10,874.13
        UNKNW                   94      2.00    11200.00        6/26/05 
        MN              2579681 80.00                   6/26/95
        55071                   41
                                        10.5%



        MOUNT  SINAI NY 120             $37,228.47
        UNKNW                   95      1.75    39000.00        7/12/05 
        NY              2579682 80.00                   7/12/95
        11766                   40
                                        10.25%



        CHARLEST  SC            120             $6,511.18
        UNKNW                   95      2.00    25000.00        7/13/05 
        SC              2579683 60.00                   7/13/95
        29412                   42
                                        10.5%



        PLYMOUTH  MA            120             $13,550.44
        UNKNW                   94      2.00    40000.00        6/26/05 
        MA              2579684 69.00                   6/26/95
        02367                   37
                                        10.5%



        JANSVILL  WI            120             $11,720.27
        UNKNW                   95      4.00    13200.00        7/27/05 
        WI              2579685 100.00          7/27/95
        53546                   35
                                        12.5%





        NAHANT  MA
        UNKNW                   120     2.00    $16,085.76
        MA              2579686 80.00 95                26700.00        7/31/95
        01908                   40                      12:00 AM
                                        10.5%



        VILLE  PLATTE LA        120             $35,730.96
        UNKNW                   100     1.75    36000.00        12/12/05 
        LA              2579687 59.00                   12/12/95
        70586                   37
                                        10.25%



        ALTADENA  CA            120             $24,953.30
        UNKNW                   100     2.00    25100.00        12/19/05 
        CA              2579688 56.00                   12/19/95
        91001                   41
                                        10.5%



        SAGINAW  MI             120             $34,666.21
        UNKNW                   100     1.50    38800.00        12/6/05 
        MI              2579689 80.00                   12/6/95
        48602                   39
                                        10.%



        ATLANTIC  BEACH NY      120             $19,000.00
        UNKNW                   100     2.00    80000.00        12/15/05 
        NY              2579690 74.00                   12/15/95
        11509                   41
                                        10.5%



        DETROIT  MI             120             $29,991.79
        UNKNW                   100     1.75    30000.00        12/27/05 
        MI              2579691 48.00                   12/27/95
        48224                   40
                                        10.25%



        BROOKLYN  NY            120             $14,073.11
        UNKNW                   94      2.00    15400.00        6/19/05 
        NY              2579692 80.00                   6/19/95
        11234                   35
                                        10.5%



        CHESTERF  MI            120             $39,340.74
        UNKNW                   94      1.75    40000.00        6/20/05 
        MI              2579693 45.00                   6/20/95
        48051                   35
                                        10.25%



        SEATTLE,  WA            120             $13,289.02
        UNKNW                   94      4.00    13400.00        6/22/05 
        WA              2579694 80.00                   6/22/95
        98117                   40
                                        9.22%



        FULLERTO  CA.           180             $15,854.38
        UNKNW                   154     2.00    25000.00        6/10/10 
        CA              2579695 13.00                   6/10/95
        92835                   37
                                        10.5%



        WESTFIEL  NJ            180             $11,441.91
        UNKNW                   155     1.99    90000.00        7/27/10 
        NJ              2579696 75.00                   7/27/95
        07090                   45
                                        10.49%





        VALLEJO  CA
        UNKNW                   120     3.00    $23,730.01
        CA              2579697 90.00 95                24500.00        7/18/95
        94591                   40                      12:00 AM
                                        11.5%



        DETROIT  MI             120             $23,250.86
        UNKNW                   96      4.00    24200.00        8/10/05 
        MI              2579698 100.00          8/10/95
        48235                   34
                                        12.5%



        ESCONDID  CA            120             $16,825.47
        UNKNW                   94      3.00    47000.00        6/20/05 
        CA              2579699 90.00                   6/20/95
        92026                   43
                                        11.5%



        WOLCOHVI  IN            120             $13,489.18
        UNKNW                   94      1.75    86600.00        6/23/05 
        IN              2579700 80.00                   6/23/95
        46795                   41
                                        10.25%



        ST.  LOUIS MO           120             $10,557.56
        UNKNW                   99      3.00    10600.00        11/6/05 
        MO              2579701 90.00                   11/6/95
        63116                   40
                                        11.5%



        WYOMISSI  PA            120             $15,661.62
        UNKNW                   100     1.99    16300.00        12/14/05 
        PA              2579702 80.00                   12/14/95
        19610                   29
                                        10.49%



        UTICA  NY               120             $2,195.39
        UNKNW                   99      2.00    40000.00        11/27/05 
        NY              2579703 73.00                   11/27/95
        13502                   34
                                        10.5%



        BOYNE  CITY MI  120             $35,670.94
        UNKNW                   99      1.50    38400.00        11/20/05 
        MI              2579704 80.00                   11/20/95
        49712                   37
                                        10.%



        STEUBENV  OH            120             $36,934.68
        UNKNW                   100     1.75    38000.00        12/30/05 
        OH              2579705 80.00                   12/30/95
        43952                   33
                                        10.25%



        FORSYTH  GA             120             $6,978.92
        UNKNW                   99      3.00    13000.00        11/22/05 
        GA              2579706 90.00                   11/22/95
        31029                   32
                                        11.5%



        LINDSAY  OK             120             $91,186.38
        UNKNW                   99      1.50    91200.00        11/30/05 
        OK              2579707 80.00                   11/30/95
        73052                   26
                                        10.%





        LAKE  ORION MI
        UNKNW                   120     1.75    $6,933.61
        MI              2579708 72.00 99                100000.00 11/10/95
        48360                   34                      12:00 AM
                                        10.25%



        UNION  CITY CA  120             $16,543.23
        UNKNW                   99      2.00    25000.00        11/21/05 
        CA              2579709 77.00                   11/21/95
        94587                   30
                                        10.5%



        FLINT  MI               120             $9,247.17
        UNKNW                   99      2.75    26100.00        11/24/05 
        MI              2579710 90.00                   11/24/95
        48504                   32
                                        11.25%



        MILWAUKI  OR            120             $42,981.65
        UNKNW                   99      0.99    45000.00        11/28/05 
        OR              2579711 91.00                   11/28/95
        97222                   32
                                        9.49%



        SWARTZ  CREEK MI        120             $29,962.41
        UNKNW                   99      1.50    41000.00        11/18/05 
        MI              2579712 80.00                   11/18/95
        48473                   39
                                        10.%



        SANTA  FE NM            120             $20,046.77
        UNKNW                   99      2.00    25000.00        11/22/05 
        NM              2579713 52.00                   11/22/95
        87501                   23
                                        10.5%



        LAKE  ELSINORE CA       120             $10,439.63
        UNKNW                   99      4.00    10600.00        11/15/05 
        CA              2579714 100.00          11/15/95
        92530                   35
                                        12.5%



        WASHINGT  MI            120             $27,271.44
        UNKNW                   100     1.50    45400.00        12/5/05 
        MI              2579715 80.00                   12/5/95
        48094                   41
                                        10.%



        PORTAGE  MI             120             $31,188.87
        UNKNW                   99      1.50    64000.00        11/4/05 
        MI              2579716 80.00                   11/4/95
        49002                   27
                                        10.%



        CHARLEST  SC            120             $28,580.10
        UNKNW                   99      1.50    30000.00        11/20/05 
        SC              2579717 72.00                   11/20/95
        29401                   23
                                        10.%



        CORCORAN  CA            120             $49,133.48
        UNKNW                   100     1.75    50000.00        12/1/05 
        CA              2579718 69.00                   12/1/95
        93212                   42
                                        10.25%





        MACOMB  MI
        UNKNW                   120     4.00    $29,551.63
        MI              2579719 100.00 99               30000.00        11/16/95
        48044                   35                      12:00 AM
                                        12.5%



        SPRINGHI  FL            120             $16,385.94
        UNKNW                   99      3.00    18000.00        11/13/05 
        FL              2579720 90.00                   11/13/95
        34606                   11
                                        11.5%



        GETTYSBU  PA            120             $26,028.26
        UNKNW                   99      1.75    34500.00        11/18/05 
        PA              2579721 80.00                   11/18/95
        17325                   34
                                        10.25%



        LANSING  MI             120             $28,681.28
        UNKNW                   100     4.00    29000.00        12/1/05 
        MI              2579722 100.00          12/1/95
        48911                   36
                                        12.5%



        FLINT  MI               120             $19,443.10
        UNKNW                   99      4.00    20500.00        11/13/05 
        MI              2579723 100.00          11/13/95
        48503                   27
                                        12.5%



        LAKE  MARY FL           120             $26,898.08
        UNKNW                   99      1.75    27500.00        11/16/05 
        FL              2579724 74.00                   11/16/95
        32746                   31
                                        10.25%



        SHELBY  TOWNSHIP MI     120             $21,100.00
        UNKNW                   100     4.00    21100.00        12/1/05 
        MI              2579725 100.00          12/1/95
        48315                   33
                                        12.5%



        HASTINGS  MI            120             $3,735.85
        UNKNW                   98      1.75    19600.00        10/30/05 
        MI              2579726 80.00                   10/30/95
        49058                   39
                                        10.25%



        HAUGHTON  LA            120             $24,793.30
        UNKNW                   99      2.00    25000.00        11/17/05 
        LA              2579727 60.00                   11/17/95
        71037                   39
                                        10.5%



        LAS  VEGAS NV           120             $2,001.52
        UNKNW                   100     2.00    10000.00        12/8/05 
        NV              2579728 73.00                   12/8/95
        89121                   41
                                        10.5%



        HAMBURG  NY             120             $11,500.00
        UNKNW                   98      1.50    32100.00        10/19/05 
        NY              2579729 80.00                   10/19/95
        14075                   11
                                        10.%





        WOODSIDE  CA
        UNKNW                   120     1.75    $28,413.24
        CA              2579730 69.00 98                27000.00        10/27/95
        94062                   37                      12:00 AM
                                        10.25%



        SAGINAW  MI             120             $23,278.65
        UNKNW                   99      1.75    24000.00        11/7/05 
        MI              2579731 80.00                   11/7/95
        48601                   30
                                        10.25%



        JANESVIL  WI            120             $18,432.71
        UNKNW                   98      1.75    70400.00        10/29/05 
        WI              2579732 80.00                   10/29/95
        53545                   24
                                        10.25%



        MARTINEZ  CA            120             $706.39
        UNKNW                   99      2.00    50000.00        11/7/05 
        CA              2579733 76.00                   11/7/95
        94553                   31
                                        10.5%



        AGOURA  HILLS CA        120             $29,194.37
        UNKNW                   99      1.75    30000.00        11/25/05 
        CA              2579734 78.00                   11/25/95
        91301                   41
                                        10.25%



        GREENSBO  NC            120             $28,265.23
        UNKNW                   98      1.75    30000.00        10/26/05 
        NC              2579735 66.00                   10/26/95
        27410                   26
                                        10.25%



        STATEN  ISLAND NY       120             $10,891.10
        UNKNW                   98      3.00    11500.00        10/20/05 
        NY              2579736 90.00                   10/20/95
        10314                   34
                                        11.5%



        FLAGSTAF  AZ            120             $73,054.33
        UNKNW                   99      1.50    75000.00        11/20/05 
        AZ              2579737 74.00                   11/20/95
        86004                   34
                                        10.%



        DERUYTER  NY            120             $15,522.32
        UNKNW                   99      3.00    15800.00        11/30/05 
        NY              2579738 90.00                   11/30/95
        13052                   36
                                        11.5%



        45  COUNTY ROAD 12      120             $25,157.21
        KREMMLING               99      1.75    30000.00        11/15/05 
        CO              2579739 79.00                   11/15/95
        80459                   38
                                        10.25%



        WESTPORT  MA            120             $28,966.46
        UNKNW                   99      1.75    30000.00        11/28/05 
        MA              2579740 20.00                   11/28/95
        02790                   31
                                        10.25%





        BUFFALO  NY
        UNKNW                   120     2.00    $19,130.30
        NY              2579741 80.00 99                19600.00        11/17/95
        14220                   34                      12:00 AM
                                        10.5%



        ANCHORAG  AK            120             $28,366.89
        UNKNW                   98      1.75    30000.00        10/16/05 
        AK              2579742 67.00                   10/16/95
        99507                   36
                                        10.25%



        FAIR  OAKS CA           120             $18,625.65
        UNKNW                   99      4.00    19800.00        11/13/05 
        CA              2579743 100.00          11/13/95
        95628                   33
                                        12.5%



        MANCHEST  NH            120             $11,205.14
        UNKNW                   99      4.00    11200.00        11/8/05 
        NH              2579744 100.00          11/8/95
        03109                   36
                                        12.5%



        SANDUSKY  OH            120             $9,649.12
        UNKNW                   99      4.00    10000.00        11/27/05 
        OH              2579745 91.00                   11/27/95
        44870                   32
                                        12.5%



        SAN  JOSE CA            120             $11,312.21
        UNKNW                   99      3.00    12700.00        11/14/05 
        CA              2579746 90.00                   11/14/95
        95123                   36
                                        11.5%



        MOUNT  SINAI NY 120             $38,070.27
        UNKNW                   98      1.75    40000.00        10/26/05 
        NY              2579747 56.00                   10/26/95
        11766                   32
                                        10.25%



        WEST  JORDAN UT 120             $23,139.03
        UNKNW                   99      2.00    30000.00        11/7/05 
        UT              2579748 41.00                   11/7/95
        84084                   40
                                        10.5%



        RESTON  VA              120             $33,919.99
        UNKNW                   99      1.75    38000.00        11/2/05 
        VA              2579749 77.00                   11/2/95
        22091                   24
                                        10.25%



        ROCHESTE  HILLS MI      120             $29,596.33
        UNKNW                   99      1.50    29900.00        11/3/05 
        MI              2579750 76.00                   11/3/95
        48306                   43
                                        10.%



        ST.  PAUL MN            120             $24,289.47
        UNKNW                   98      2.00    25200.00        10/24/05 
        MN              2579751 80.00                   10/24/95
        55106                   30
                                        10.5%





        WICOMICO  CHURCH VA
        UNKNW                   120     2.00    $1,896.55
        VA              2579752 67.00 99                25100.00        11/13/95
        22579                   38                      12:00 AM
                                        10.5%



        PRINCETO  JUNCTION NJ   120             $23,699.93
        UNKNW                   98      3.00    30000.00        10/25/05 
        NJ              2579753 86.00                   10/25/95
        08550                   32
                                        11.5%



        RIO  RICO AZ            120             $24,348.84
        UNKNW                   99      4.00    25100.00        11/8/05 
        AZ              2579754 94.00                   11/8/95
        85648                   26
                                        12.5%



        WALLINGF  CT            120             $19,568.29
        UNKNW                   98      3.00    25000.00        10/18/05 
        CT              2579755 85.00                   10/18/95
        06492                   39
                                        11.5%



        TEMPE  AZ               120             $29,035.83
        UNKNW                   98      1.75    75000.00        10/2/05 
        AZ              2579756 40.00                   10/2/95
        85284                   14
                                        10.25%



        WOODSTOC  VA            120             $52,898.00
        UNKNW                   98      1.50    63300.00        10/18/05 
        VA              2579757 80.00                   10/18/95
        22664                   21
                                        10.%



        PIEDMONT  CA            120             $101,846.79
        UNKNW                   98      1.50    150000.00 10/3/05 
        CA              2579758 41.00                   10/3/95
        94611                   38
                                        10.%



        EAST  AMHERST NY        120             $33,503.21
        UNKNW                   98      1.75    40000.00        10/25/05 
        NY              2579759 79.00                   10/25/95
        14051                   37
                                        10.25%



        SUNFIELD  MI            120             $33,110.34
        UNKNW                   99      1.50    33700.00        11/14/05 
        MI              2579760 80.00                   11/14/95
        48890                   36
                                        10.%



        SANTA  CRUZ CA  120             $33,280.05
        UNKNW                   98      4.00    35000.00        10/25/05 
        CA              2579761 100.00          10/25/95
        95065                   32
                                        12.5%



        TRABUCO  CANYON CA      120             $26,781.76
        UNKNW                   99      1.25    65000.00        11/22/05 
        CA              2579762 80.00                   11/22/95
        92679                   0
                                        9.75%





        DUBLIN  OH
        UNKNW                   120     3.00    $10,000.00
        OH              2579763 90.00 98                15000.00        10/13/95
        43017                   27                      12:00 AM
                                        11.5%



        HERALD  CA              120             $1,846.06
        UNKNW                   98      2.00    25000.00        10/3/05 
        CA              2579764 71.00                   10/3/95
        95638                   34
                                        10.5%



        EVERETT  MA             120             $17,527.23
        UNKNW                   99      2.00    26000.00        11/4/05 
        MA              2579765 39.00                   11/4/95
        02149                   40
                                        10.5%



        DRACUT  MA              120             $9,656.44
        UNKNW                   99      3.00    12600.00        11/29/05 
        MA              2579766 90.00                   11/29/95
        01826                   22
                                        11.5%



        DWIGHT  ND              60              $9,440.00
        UNKNW                   40      2.00    10000.00        12/5/00 
        ND              2579767 78.00                   12/5/95
        58075                   9
                                        10.5%



        ESCONDID  CA            120             $503.41
        UNKNW                   97      3.00    24900.00        9/26/05 
        CA              2579768 90.00                   9/26/95
        92027                   23
                                        11.5%



        CLARKSTO  MI            120             $80,368.61
        UNKNW                   97      2.00    80400.00        9/28/05 
        MI              2579769 90.00                   9/28/95
        48348                   39
                                        10.5%



        INDIANAP  IN            120             $18,678.50
        UNKNW                   99      4.00    25600.00        11/3/05 
        IN              2579770 100.00          11/3/95
        46254                   30
                                        12.5%



        NAMPA  ID               120             $22,990.09
        UNKNW                   98      2.00    75000.00        10/30/05 
        OR              2579771 55.00                   10/30/95
        83686                   37
                                        10.5%



        SHAKOPEE  MN            120             $8,581.53
        UNKNW                   98      2.00    10000.00        10/12/05 
        MN              2579772 89.00                   10/12/95
        55379                   42
                                        10.5%



        SIOUX  CITY IA  120             $28,129.37
        UNKNW                   98      1.75    29300.00        10/24/05 
        IA              2579773 80.00                   10/24/95
        51104                   26
                                        10.25%





        ELK  GROVE CA
        UNKNW                   120     4.00    $21,190.57
        CA              2579774 100.00 100              21800.00        12/2/95
        95624                   17                      12:00 AM
                                        12.5%



        CHESAPEA  VA            120             $29,099.09
        UNKNW                   99      1.75    29200.00        11/9/05 
        VA              2579775 80.00                   11/9/95
        23320                   38
                                        10.25%



        CHELMSFO  MA            120             $15,000.00
        UNKNW                   98      3.00    22200.00        10/17/05 
        MA              2579776 90.00                   10/17/95
        01824                   12
                                        11.5%



        AMBLER  PA              120             $13,500.00
        UNKNW                   97      2.00    25200.00        9/29/05 
        PA              2579777 80.00                   9/29/95
        19002                   32
                                        10.5%



        PHILADEL  PA            120             $10,793.28
        UNKNW                   98      3.00    10800.00        10/25/05 
        PA              2579778 90.00                   10/25/95
        19134                   24
                                        11.5%



        PHILEDEL  PA            120             $24,814.70
        UNKNW                   97      2.00    25000.00        9/22/05 
        PA              2579779 66.00                   9/22/95
        19144                   20
                                        10.5%



        GRESHAM  OR             120             $64,115.18
        UNKNW                   98      1.50    65000.00        10/11/05 
        OR              2579780 57.00                   10/11/95
        97080                   14
                                        10.%



        READING  PA             120             $21,699.93
        UNKNW                   98      3.00    22400.00        10/24/05 
        PA              2579781 90.00                   10/24/95
        19607                   34
                                        11.5%



        TEMPLE  HILLS MD        120             $96,792.11
        UNKNW                   96      1.50    96600.00        8/31/05 
        MD              2579782 80.00                   8/31/95
        20748                   28
                                        10.%



        SCOTCH  PLAINS NJ       120             $24,272.85
        UNKNW                   97      2.00    25000.00        9/6/05 
        NJ              2579783 90.00                   9/6/95
        07076                   34
                                        10.5%



        BLOOMFIE  HILLS MI      120             $20,002.13
        UNKNW                   96      1.50    50000.00        8/28/05 
        MI              2579784 80.00                   8/28/95
        48301                   13
                                        10.%





        SAVAGE  MN
        UNKNW                   120     2.75    $26,000.00
        MN              2579785 90.00 97                30000.00        9/7/95
        55378                   19                      12:00 AM
                                        11.25%



        SOUTH  SAN FRANCISCO CA 120             $15,823.84
        UNKNW                   97      2.00    40300.00        9/5/05 
        CA              2579786 80.00                   9/5/95
        94080                   25
                                        10.5%



        ADDISON  IL             120             $20,583.15
        UNKNW                   97      1.75    25000.00        9/20/05 
        IL              2579787 74.00                   9/20/95
        60101                   37
                                        10.25%



        WATERFOR  MI            120             $16,509.91
        UNKNW                   97      2.00    18900.00        9/22/05 
        MI              2579788 80.00                   9/22/95
        48328                   42
                                        10.5%



        BALTIMOR  MD            120             $24,265.84
        UNKNW                   98      4.00    25000.00        10/9/05 
        MD              2579789 100.00          10/9/95
        21234                   32
                                        12.5%



        FAIR  OAKS CA           120             $8,929.46
        UNKNW                   97      2.00    50000.00        9/14/05 
        CA              2579790 70.00                   9/14/95
        95628                   9
                                        10.5%



        MATAWAN  NJ             120             $86,486.12
        UNKNW                   97      1.50    87300.00        9/1/05 
        NJ              2579791 80.00                   9/1/95
        07747                   26
                                        10.%



        PORTAGE  WI             120             $18,457.11
        UNKNW                   98      3.00    18200.00        10/18/05 
        WI              2579792 90.00                   10/18/95
        53901                   35
                                        11.5%



        COLUMBIA  MI            120             $65,571.31
        UNKNW                   97      1.25    65600.00        9/28/05 
        MI              2579793 80.00                   9/28/95
        48421                   34
                                        9.75%



        PASADENA  MD            120             $38,977.30
        UNKNW                   97      1.75    50000.00        9/26/05 
        MD              2579794 66.00                   9/26/95
        21122                   36
                                        10.25%



        NERSTAND  MN            120             $10,044.88
        UNKNW                   100     3.00    11500.00        12/22/05 
        MN              2579795 90.00                   12/22/95
        55053                   39
                                        11.5%





        SCARBORO  ME
        UNKNW                   120     1.75    $36,562.74
        ME              2579796 80.00 100               60000.00        12/26/95
        04070                   41                      12:00 AM
                                        10.25%



        SAN  JOSE CA            120             $37,822.58
        UNKNW                   100     1.75    68700.00        12/31/05 
        CA              2579797 85.00                   12/31/95
        95138                   32
                                        10.25%



        GLENDALE  CA            120             $34,167.54
        UNKNW                   100     2.75    36000.00        12/27/05 
        CA              2579798 90.00                   12/27/95
        91206                   43
                                        11.25%



        WINDSOR  CA             120             $20,279.48
        UNKNW                   99      3.00    23800.00        11/13/05 
        CA              2579799 90.00                   11/13/95
        95492                   33
                                        11.5%



        PARAMUS  NJ             120             $221,201.38
        UNKNW                   100     1.50    240000.00 12/4/05 
        NJ              2579800 80.00                   12/4/95
        07652                   22
                                        10.%



        PARAMUS  NJ             120             $58,861.25
        UNKNW                   99      1.50    58400.00        11/15/05 
        NJ              2579801 80.00                   11/15/95
        07652                   33
                                        10.%



        COMMERCE  TOWNSHIP, MI. 120             $22,551.48
        UNKNW                   99      1.50    70000.00        11/3/05 
        MI              2579802 25.00                   11/3/95
        48382                   20
                                        10.%



        TRINITY  AL             120             $762.00
        UNKNW                   99      2.00    25000.00        11/3/05 
        AL              2579803 79.00                   11/3/95
        35673                   40
                                        10.5%



        HEWITT  NJ              120             $12,823.22
        UNKNW                   98      3.00    23000.00        10/25/05 
        NJ              2579804 90.00                   10/25/95
        07421                   26
                                        11.5%



        DAVISON  MI             120             $28,825.92
        UNKNW                   99      2.50    30000.00        11/20/05 
        MI              2579805 90.00                   11/20/95
        48423                   34
                                        11.%



        ST  JOHNS MI            120             $17,656.82
        UNKNW                   84      1.75    27500.00        8/15/04 
        MI              2579806 80.00                   8/15/94
        48879                   40
                                        10.25%





        BLANCHAR  OK
        UNKNW                   120     2.75    $14,228.16
        OK              2579807 90.00 96                25000.00        8/2/95
        73010                   30                      12:00 AM
                                        11.25%



        BUDD  LAKE NJ           120             $15,000.00
        UNKNW                   99      1.75    15000.00        11/30/05 
        NJ              2579808 74.00                   11/30/95
        07828                   40
                                        10.25%



        SEASIDE  CA             120             $17,200.00
        UNKNW                   100     3.00    17200.00        12/1/05 
        CA              2579809 90.00                   12/1/95
        93955                   42
                                        11.5%



        E.  LANSING MI  120             $34,446.70
        UNKNW                   100     4.00    35000.00        12/8/05 
        MI              2579810 97.00                   12/8/95
        48823                   29
                                        12.5%



        RAMSEY  NJ              120             $4,450.78
        UNKNW                   100     2.00    25000.00        12/4/05 
        NJ              2579811 56.00                   12/4/95
        07446                   43
                                        10.5%



        LOCKPORT  NY            120             $60,130.08
        UNKNW                   100     1.25    64000.00        12/7/05 
        NY              2579812 80.00                   12/7/95
        14094                   14
                                        9.75%



        NORTH  BRUNSWICK NJ     120             $43,564.62
        UNKNW                   100     1.75    45000.00        12/13/05 
        NJ              2579813 69.00                   12/13/95
        08902                   42
                                        10.25%



        PHOENIX  AZ             120             $42,623.77
        UNKNW                   100     2.50    43000.00        12/13/05 
        AZ              2579814 90.00                   12/13/95
        85253                   37
                                        11.%



        WESTON  MA              120             $95,200.00
        UNKNW                   100     2.50    95200.00        12/15/05 
        MA              2579815 90.00                   12/15/95
        02193                   34
                                        11.%



        ROMEO  MI               120             $17,567.92
        UNKNW                   100     1.75    18000.00        12/11/05 
        MI              2579816 80.00                   12/11/95
        48065                   28
                                        10.25%



        BRIGHTON  MI            120             $20,521.64
        UNKNW                   100     1.50    56200.00        12/22/05 
        MI              2579817 75.00                   12/22/95
        48116                   30
                                        10.%





        HUEYTOWN  AL
        UNKNW                   120     3.00    $10,359.06
        AL              2579818 88.00 101               10500.00        1/8/96
        35023                   34                      12:00 AM
                                        11.5%



        BRISTOL  VT             120             $14,249.56
        UNKNW                   100     3.00    14300.00        12/22/05 
        VT              2579819 90.00                   12/22/95
        05443                   29
                                        11.5%



        YARMOUTH  ME            120             $15,726.63
        UNKNW                   101     2.00    22500.00        1/10/06 
        ME              2579820 75.00                   1/10/96
        04096                   32
                                        10.5%



        HAUPPAUQ  NY            120             $21,857.23
        UNKNW                   104     2.00    23000.00        4/4/06 
        NY              2579821 80.00                   4/4/96
        11788                   42
                                        10.5%



        HOLLYWOO  FL            120             $16,635.00
        UNKNW                   99      2.00    18400.00        11/10/05 
        FL              2579822 80.00                   11/10/95
        33019                   38
                                        10.5%



        RINGWOOD  NJ            120             $14,006.02
        UNKNW                   99      2.00    100000.00 11/14/05 
        NJ              2579823 48.00                   11/14/95
        07456                   39
                                        10.5%



        AUSTIN  MN              120             $11,428.71
        UNKNW                   99      3.00    11600.00        11/15/05 
        MN              2579824 90.00                   11/15/95
        55912                   26
                                        11.5%



        ALPHARET  GA            120             $6,175.33
        UNKNW                   99      1.75    20000.00        11/17/05 
        GA              2579825 30.00                   11/17/95
        30202                   24
                                        10.25%



        ROCHESTE  HILLS MI      120             $16,163.65
        UNKNW                   99      1.75    41800.00        11/22/05 
        MI              2579826 80.00                   11/22/95
        48306                   19
                                        10.25%



        PETERBOR  NH            120             $19,708.19
        UNKNW                   100     2.00    25000.00        12/14/05 
        NH              2579827 76.00                   12/14/95
        03458                   24
                                        10.5%



        MOORESVI  IL            120             $17,011.47
        UNKNW                   99      1.75    26000.00        11/26/05 
        IL              2579828 80.00                   11/26/95
        46158                   30
                                        10.25%





        KEW  GARDENS HILLS NY
        UNKNW                   120     1.75    $25,920.52
        NY              2579829 78.00 100               40000.00        12/26/95
        11367                   36                      12:00 AM
                                        10.25%



        RIVEREDG  NJ            120             $8,430.82
        UNKNW                   101     3.00    25000.00        1/26/06 
        NJ              2579830 90.00                   1/26/96
        07661                   24
                                        11.5%



        WEST  WINDSOR NJ        120             $32,215.12
        UNKNW                   99      1.75    40000.00        11/22/05 
        NJ              2579831 75.00                   11/22/95
        08520                   40
                                        10.25%



        DETROIT  MI             120             $9,977.80
        UNKNW                   99      2.75    10000.00        11/22/05 
        MI              2579832 90.00                   11/22/95
        48219                   24
                                        11.25%



        UNION  MO               120             $9,532.61
        UNKNW                   100     3.00    13200.00        12/1/05 
        MO              2579833 90.00                   12/1/95
        63084                   42
                                        11.5%



        UTICA  MI               120             $27,687.80
        UNKNW                   99      1.50    74000.00        11/30/05 
        MI              2579834 80.00                   11/30/95
        48315                   36
                                        10.%



        ORLAND  PARK IL 120             $24,378.51
        UNKNW                   99      2.00    25000.00        11/30/05 
        MI              2579835 25.00                   11/30/95
        60462                   44
                                        10.5%



        HAVERHIL  MA            120             $15,210.16
        UNKNW                   98      4.00    19000.00        10/17/05 
        MA              2579836 100.00          10/17/95
        01832                   37
                                        12.5%



        LAKEWOOD  CO.           120             $86,745.21
        UNKNW                   98      1.50    100000.00 10/16/05 
        CO              2579837 76.00                   10/16/95
        80235                   38
                                        10.%



        PARK  RIDGE NJ  120             $23,575.46
        UNKNW                   98      2.00    25000.00        10/16/05 
        NJ              2579838 53.00                   10/16/95
        07656                   46
                                        10.5%



        SOUTHGAT  MI            120             $22,256.05
        UNKNW                   98      1.75    23400.00        10/27/05 
        MI              2579839 80.00                   10/27/95
        48195                   41
                                        10.25%





        MILTON  WI
        UNKNW                   120     2.25    $48,200.15
        WI              2579840 90.00 98                50700.00        10/23/95
        53563                   44                      12:00 AM
                                        10.75%



        YARDLEY  PA             120             $18,431.75
        UNKNW                   98      3.00    25000.00        10/25/05 
        PA              2579841 81.00                   10/25/95
        19067                   37
                                        11.5%



        SOUTH  LYON MI  120             $7,876.01
        UNKNW                   99      1.75    49000.00        11/16/05 
        MI              2579842 75.00                   11/16/95
        48178                   23
                                        10.25%



        OAK  CREEK        CO    120             $35,841.79
        UNKNW                   98      1.75    43000.00        10/31/05 
        CO              2579843 75.00                   10/31/95
        80467                   27
                                        10.25%



        WADING  RIVER NY        120             $12,619.45
        UNKNW                   99      2.00    28700.00        11/9/05 
        NY              2579844 75.00                   11/9/95
        11792                   34
                                        10.5%



        PLEASANT  CA            120             $19,770.74
        UNKNW                   99      3.00    20000.00        11/8/05 
        CA              2579845 86.00                   11/8/95
        94588                   34
                                        11.5%



        GREENWOO  LAKE NY       120             $9,116.98
        UNKNW                   99      3.00    15900.00        11/7/05 
        NY              2579846 90.00                   11/7/95
        10925                   28
                                        11.5%



        HOLBROOK  NY            120             $30,000.00
        UNKNW                   99      2.75    30000.00        11/8/05 
        NY              2579847 88.00                   11/8/95
        11741                   42
                                        11.25%



        TEANECK  NJ             120             $20,957.81
        UNKNW                   99      3.00    27300.00        11/10/05 
        NJ              2579848 90.00                   11/10/95
        07666                   36
                                        11.5%



        SAN  JOSE CA            120             $4,368.91
        UNKNW                   97      3.00    25000.00        9/21/05 
        CA              2579849 26.00                   9/21/95
        95125                   65
                                        11.5%



        N.  BERWICK ME  120             $5,853.20
        UNKNW                   97      2.00    10000.00        9/28/05 
        ME              2579850 70.00                   9/28/95
        03906                   40
                                        10.5%





        MACOMB  TOWNSHIP MI
        UNKNW                   120     1.75    $6,630.66
        MI              2579851 80.00 97                21600.00        9/26/95
        48044                   32                      12:00 AM
                                        10.25%



        JANESVIL  WI            120             $21,620.06
        UNKNW                   97      2.75    20400.00        9/21/05 
        WI              2579852 90.00                   9/21/95
        53545                   29
                                        11.25%



        WATERLOO  IA            120             $38,363.09
        UNKNW                   98      1.50    38400.00        10/17/05 
        IA              2579853 80.00                   10/17/95
        50701                   37
                                        10.%



        HOWARD  CITY MI 120             $17,032.00
        UNKNW                   97      1.75    17200.00        9/25/05 
        MI              2579854 75.00                   9/25/95
        49349                   42
                                        10.25%



        SHELBY  TOWNSHIP MI     120             $41,954.71
        UNKNW                   98      1.75    60000.00        10/6/05 
        MI              2579855 51.00                   10/6/95
        48315                   43
                                        10.25%



        ALLENTOW  PA            120             $9,688.72
        UNKNW                   98      4.00    10000.00        10/5/05 
        PA              2579856 98.00                   10/5/95
        18103                   38
                                        12.5%



        DAVISBUR  MI            120             $28,671.60
        UNKNW                   98      1.50    35000.00        10/20/05 
        MI              2579857 62.00                   10/20/95
        48350                   36
                                        10.%



        CANTON  MI              120             $28,599.76
        UNKNW                   98      2.75    28600.00        10/6/05 
        MI              2579858 84.00                   10/6/95
        48187                   34
                                        11.25%



        CHESTER  VA             120             $31,766.60
        UNKNW                   98      1.25    183500.00 10/11/05 
        VA              2579859 80.00                   10/11/95
        23832                   39
                                        9.75%



        COCONUT  CREEK FL       120             $13,299.80
        UNKNW                   98      3.00    13400.00        10/26/05 
        FL              2579860 90.00                   10/26/95
        33073                   29
                                        11.5%



        ROCHESTE  MI            120             $24,557.08
        UNKNW                   98      2.00    25000.00        10/18/05 
        MI              2579861 26.00                   10/18/95
        48306                   34
                                        10.5%





        PALMETTO  FL
        UNKNW                   120     3.00    $15,477.84
        FL              2579862 90.00 99                15800.00        11/13/95
        34221                   36                      12:00 AM
                                        11.5%



        OAKTON  VA              120             $35,899.05
        UNKNW                   97      1.25    40000.00        9/19/05 
        VA              2579863 80.00                   9/19/95
        22124                   20
                                        9.75%



        WERNERSV  PA            120             $20,947.41
        UNKNW                   98      3.00    25000.00        10/13/05 
        PA              2579864 88.00                   10/13/95
        19565                   40
                                        11.5%



        CORPUS  CRISTI TX       120             $23,782.84
        UNKNW                   97      2.00    25000.00        9/25/05 
        AZ              2579865 88.00                   9/25/95
        78412                   29
                                        10.5%



        KNIGHTDA  NC            120             $7,235.24
        UNKNW                   98      2.75    25000.00        10/11/05 
        NC              2579866 82.00                   10/11/95
        27545                   38
                                        11.25%



        FLINT  MI               120             $10,190.84
        Flint                   99      4.00    10300.00        11/15/05 
        MI              2579867 100.00          11/15/95
        48507                   33
                                        12.5%



        POTTSTOW  PA            120             $13,301.25
        UNKNW                   98      2.00    29000.00        10/4/05 
        PA              2579868 80.00                   10/4/95
        19465                   39
                                        10.5%



        PAW  PAW MI             120             $11,482.42
        UNKNW                   98      1.75    23600.00        10/2/05 
        MI              2579869 90.00                   10/2/95
        49079                   25
                                        10.25%



        LAKE  MARY FL           120             $25,563.45
        UNKNW                   98      4.00    27600.00        10/18/05 
        FL              2579870 100.00          10/18/95
        32746                   26
                                        12.5%



        HOLT  MI                120             $34,668.35
        UNKNW                   98      4.00    35000.00        10/11/05 
        MI              2579871 96.00                   10/11/95
        48842                   37
                                        12.5%



        GREENWIC  CT            120             $20,346.75
        UNKNW                   97      2.00    60000.00        9/18/05 
        CT              2579872 25.00                   9/18/95
        06831                   41
                                        10.5%





        DALLAS  OR
        UNKNW                   120     3.00    $24,283.91
        OR              2579873 44.00 97                25000.00        9/19/95
        97338                   40                      12:00 AM
                                        11.5%



        MURRIETA  CA            120             $20,477.91
        UNKNW                   97      2.00    60000.00        9/20/05 
        CA              2579874 41.00                   9/20/95
        92562                   37
                                        10.5%



        TOLEDO  OH              120             $9,057.39
        UNKNW                   97      4.00    11100.00        9/29/05 
        OH              2579875 100.00          9/29/95
        43605                   30
                                        12.5%



        SAN  JOSE CA            120             $1,709.17
        UNKNW                   98      4.00    17000.00        10/28/05 
        CA              2579876 100.00          10/28/95
        95111                   17
                                        12.5%



        STEGER  IL              120             $13,956.09
        UNKNW                   96      3.00    16900.00        8/25/05 
        IL              2579877 90.00                   8/25/95
        60475                   37
                                        11.5%



        KUTZTOWN  PA            120             $4,109.15
        UNKNW                   98      2.00    15400.00        10/9/05 
        PA              2579878 80.00                   10/9/95
        19530                   16
                                        10.5%



        BURLINGT  VT            120             $4,357.79
        UNKNW                   97      2.00    18000.00        9/25/05 
        VT              2579879 80.00                   9/25/95
        05401                   31
                                        10.5%



        WEBSTER  NY             120             $23,645.41
        UNKNW                   97      2.75    25000.00        9/29/05 
        NY              2579880 89.00                   9/29/95
        14580                   37
                                        11.25%



        CINCINNA  OH            120             $33,373.21
        UNKNW                   99      1.75    39700.00        11/2/05 
        OH              2579881 80.00                   11/2/95
        45247                   38
                                        10.25%



        CIRCLE  PINES MN        120             $28,867.32
        UNKNW                   99      1.75    30000.00        11/1/05 
        MN              2579882 79.00                   11/1/95
        55014                   31
                                        10.25%



        ENGLEWOO  CO            120             $11,899.53
        UNKNW                   99      2.00    60000.00        11/18/05 
        CO              2579883 79.00                   11/18/95
        80110                   23
                                        10.5%





        FAIRPLAY  CO
        UNKNW                   120     1.75    $34,697.00
        CO              2579884 54.00 98                45000.00        10/6/95
        80440                   38                      12:00 AM
                                        10.25%



        FRESNO  CA              120             $11,785.08
        UNKNW                   96      3.00    31400.00        8/31/05 
        CA              2579885 84.00                   8/31/95
        93720                   34
                                        11.5%



        FAIRLAWN  NJ            120             $18,420.99
        UNKNW                   98      2.00    28900.00        10/18/05 
        NJ              2579886 80.00                   10/18/95
        07410                   39
                                        10.5%



        GOSHEN  NY              120             $49,117.85
        UNKNW                   97      1.75    50000.00        9/29/05 
        NY              2579887 44.00                   9/29/95
        10924                   40
                                        10.25%



        LEXINGTO  MA            120             $235,034.80
        UNKNW                   97      1.50    245300.00 9/6/05 
        MA              2579888 75.00                   9/6/95
        02173                   33
                                        10.%



        YORKVILL  IL            120             $21,361.44
        UNKNW                   96      1.50    25000.00        8/28/05 
        IL              2579889 69.00                   8/28/95
        60560                   0
                                        10.%



        ROCHESTE  HILLS MI      120             $10,500.00
        UNKNW                   97      1.75    100000.00 9/14/05 
        MI              2579890 52.00                   9/14/95
        48306                   21
                                        10.25%



        CHALFONT  PA            120             $36,372.26
        UNKNW                   97      1.75    41700.00        9/8/05 
        PA              2579891 90.00                   9/8/95
        18914                   34
                                        10.25%



        SAINT  ALBANS VT        120             $3,916.65
        UNKNW                   97      1.75    50000.00        9/21/05 
        VT              2579892 70.00                   9/21/95
        05478                   19
                                        10.25%



        WATERPOR  NY            120             $43,972.24
        UNKNW                   96      1.75    44000.00        8/28/05 
        NY              2579893 80.00                   8/28/95
        14571                   22
                                        10.25%



        DEARBORN  MI            120             $25,575.39
        UNKNW                   97      2.00    25800.00        9/8/05 
        MI              2579894 80.00                   9/8/95
        48126                   36
                                        10.5%





        BOCA  RATON FL
        UNKNW                   120     2.00    $12,240.48
        FL              2579895 72.00 98                30000.00        10/23/95
        33433                   25                      12:00 AM
                                        10.5%



        VENICE  FL              120             $14,048.58
        UNKNW                   98      4.00    16000.00        10/3/05 
        FL              2579896 100.00          10/3/95
        34293                   36
                                        12.5%



        GILFORD  NH             120             $2,841.07
        UNKNW                   96      1.75    55500.00        8/31/05 
        NH              2579897 80.00                   8/31/95
        03246                   25
                                        10.25%



        THOUSAND  OAKS CA       120             $56,607.55
        UNKNW                   97      1.00    56900.00        9/19/05 
        CA              2579898 75.00                   9/19/95
        91360                   34
                                        9.5%



        HOLLISTO  MA            120             $31,729.62
        UNKNW                   97      4.00    33200.00        9/27/05 
        MA              2579899 100.00          9/27/95
        01746                   28
                                        12.5%



        INDIANAP  IN            120             $11,571.64
        UNKNW                   98      2.00    30000.00        10/3/05 
        IN              2579900 72.00                   10/3/95
        46205                   26
                                        10.5%



        PENFIELD  NY            120             $22,672.29
        UNKNW                   95      2.50    28000.00        7/31/05 
        NY              2579901 90.00                   7/31/95
        14526                   28
                                        11.%



        FLUSHING  MI            120             $3,763.09
        UNKNW                   96      1.75    27000.00        8/23/05 
        MI              2579902 90.00                   8/23/95
        48433                   26
                                        10.25%



        WARREN  OH              120             $46,815.91
        UNKNW                   97      1.75    76700.00        9/16/05 
        OH              2579903 80.00                   9/16/95
        44484                   22
                                        10.25%



        ALLENTOW  PA            120             $7,979.62
        UNKNW                   95      2.00    38000.00        7/31/05 
        PA              2579904 80.00                   7/31/95
        18104                   32
                                        10.5%



        SANDY  HOOK CT  120             $7,218.92
        UNKNW                   96      2.00    38900.00        8/28/05 
        CT              2579905 81.00                   8/28/95
        06482                   30
                                        10.5%





        STOCKBRI  MI
        UNKNW                   120     2.00    $18,080.07
        MI              2579906 28.00 96                25000.00        8/31/95
        49285                   43                      12:00 AM
                                        10.5%



        NORTH  WALES PA 120             $30,235.75
        UNKNW                   96      2.75    31000.00        8/4/05 
        PA              2579907 90.00                   8/4/95
        19454                   40
                                        11.25%



        P.O.  BOX 482           120             $529.63
        SWEETSER,               96      1.75    70000.00        8/9/05 
        IN              2579908 80.00                   8/9/95
        46987                   24
                                        10.25%



        SAN  DIEGO CA           120             $26,942.56
        UNKNW                   96      1.75    67000.00        8/4/05 
        CA              2579909 80.00                   8/4/95
        92121                   30
                                        10.25%



        JESUP  IA               120             $35,962.85
        UNKNW                   96      1.50    36000.00        8/11/05 
        IA              2579910 80.00                   8/11/95
        50648                   37
                                        10.%



        NIAGRA  FALLS, NY       120             $7,959.03
        UNKNW                   96      1.75    72600.00        8/7/05 
        NY              2579911 75.00                   8/7/95
        14304                   31
                                        10.25%



        ST  LOUIS MO            120             $23,697.19
        UNKNW                   97      2.00    25000.00        9/9/05 
        MO              2579912 70.00                   9/9/95
        63116                   30
                                        10.5%



        YOUNGSTO  NY            120             $53,689.83
        UNKNW                   96      1.25    54800.00        8/28/05 
        NY              2579913 80.00                   8/28/95
        14174                   31
                                        9.75%



        DEWEY  OK               120             $5,761.58
        UNKNW                   96      4.00    15600.00        8/30/05 
        OK              2579914 100.00          8/30/95
        74029                   34
                                        12.5%



        DENVER  CO              120             $4,671.16
        UNKNW                   96      3.00    26200.00        8/9/05 
        CO              2579915 85.00                   8/9/95
        80218                   37
                                        11.5%



        LYNBROOK  NY            120             $16,812.20
        UNKNW                   96      3.00    17000.00        8/2/05 
        NY              2579916 90.00                   8/2/95
        11563                   35
                                        11.5%





        ROCKVILL  CENTER NY
        UNKNW                   120     1.75    $40,460.46
        NY              2579917 65.00 95                100000.00 7/18/95
        11570                   42                      12:00 AM
                                        10.25%



        FRANKTON  IN            120             $51,528.91
        UNKNW                   98      1.25    51600.00        10/13/05 
        IN              2579918 80.00                   10/13/95
        46044                   33
                                        9.75%



        CHEHALIS  WA            120             $24,739.66
        UNKNW                   97      4.00    25000.00        9/12/05 
        WA              2579919 70.00                   9/12/95
        98532                   37
                                        9.22%



        WESTLAND  MI            120             $20,000.00
        UNKNW                   97      1.75    25000.00        9/11/05 
        MI              2579920 65.00                   9/11/95
        48185                   28
                                        10.25%



        CLARKSTO  MI            120             $8,781.95
        UNKNW                   96      2.00    65000.00        8/18/05 
        MI              2579921 55.00                   8/18/95
        48348                   21
                                        10.5%



        STERLING  HEIGHTS MI    120             $11,824.92
        UNKNW                   95      2.75    15300.00        7/26/05 
        MI              2579922 90.00                   7/26/95
        48310                   24
                                        11.25%



        NEW  BOSTON MI  120             $24,464.23
        UNKNW                   96      2.75    25000.00        8/10/05 
        MI              2579923 90.00                   8/10/95
        48164                   26
                                        11.25%



        PLEASANT  NY            120             $17,350.82
        UNKNW                   97      2.00    50000.00        9/22/05 
        NY              2579924 36.00                   9/22/95
        10570                   37
                                        10.5%



        ROCHESTE  HILLS MI      120             $24,835.24
        UNKNW                   95      1.50    32000.00        7/31/05 
        MI              2579925 80.00                   7/31/95
        48306                   33
                                        10.%



        FORT  LAUDERDALE FL     120             $48,500.00
        UNKNW                   96      1.75    50000.00        8/10/05 
        FL              2579926 67.00                   8/10/95
        33301                   29
                                        10.25%



        GREENWIC  RI            120             $3,237.68
        UNKNW                   95      2.00    60000.00        7/31/05 
        RI              2579927 80.00                   7/31/95
        02818                   43
                                        10.5%





        PEABODY  MA
        UNKNW                   120     2.00    $2,929.18
        MA              2579928 80.00 96                22500.00        8/24/95
        01960                   18                      12:00 AM
                                        10.5%



        ELK  RIVER MN           120             $9,921.93
        UNKNW                   96      2.00    10000.00        8/23/05 
        MN              2579929 83.00                   8/23/95
        55330                   41
                                        10.5%



        LAINGSBU  MI            120             $24,213.35
        UNKNW                   97      3.00    24500.00        9/8/05 
        MI              2579930 100.00          9/8/95
        48848                   32
                                        11.5%



        MADERA  CA              120             $37,497.95
        UNKNW                   97      1.75    38000.00        9/7/05 
        CA              2579931 90.00                   9/7/95
        93638                   37
                                        10.25%



        WOODMERE  NY            180             $24,758.68
        UNKNW                   155     2.00    25000.00        7/19/10 
        NY              2579932 72.00                   7/19/95
        11598                   40
                                        10.5%



        EDEN  PRAIRIE, MN       120             $25,341.48
        UNKNW                   95      1.25    27600.00        7/7/05 
        MN              2579933 90.00                   7/7/95
        55344                   39
                                        9.75%



        WHITMORE  LAKE MI       120             $18,364.64
        UNKNW                   96      1.50    18700.00        8/23/05 
        MI              2579934 90.00                   8/23/95
        48189                   15
                                        10.%



        REDWOOD  CITY CA        120             $20,129.98
        UNKNW                   96      2.00    58700.00        8/19/05 
        CA              2579935 67.00                   8/19/95
        94063                   25
                                        10.5%



        GRAND  ISLAND NY        120             $28,185.59
        UNKNW                   96      1.50    45000.00        8/4/05 
        NY              2579936 72.00                   8/4/95
        14072                   29
                                        10.%



        DICKINSO  ND            120             $28,207.68
        UNKNW                   97      1.75    38800.00        9/11/05 
        ND              2579937 80.00                   9/11/95
        58601                   22
                                        10.25%



        PORTLAND  OR            120             $14,322.00
        UNKNW                   95      3.00    14500.00        7/14/05 
        OR              2579938 88.00                   7/14/95
        97202                   43
                                        11.5%





        NEW  CASTLE DE
        UNKNW                   120     4.00    $12,825.86
        DE              2579939 100.00 97               13300.00        9/19/95
        19720                   28                      12:00 AM
                                        12.5%



        CARMEL  IN              120             $4,475.42
        UNKNW                   95      2.00    23600.00        7/29/05 
        IN              2579940 80.00                   7/29/95
        46033                   26
                                        10.5%



        ST  CHARLES MO  120             $24,500.00
        UNKNW                   97      3.00    25000.00        9/13/05 
        MO              2579941 87.00                   9/13/95
        63303                   19
                                        11.5%



        BOHEMIA  NY             120             $7,081.15
        UNKNW                   97      3.00    38600.00        9/7/05 
        NY              2579942 90.00                   9/7/95
        11716                   31
                                        11.5%



        GROSSE  POINT WOODS MI 120              $50,481.97
        UNKNW                   96      1.25    50800.00        8/8/05 
        MI              2579943 80.00                   8/8/95
        48236                   20
                                        9.75%



        ROYAL  OAK MI           120             $22,129.02
        UNKNW                   97      2.75    39800.00        9/13/05 
        MI              2579944 90.00                   9/13/95
        48073                   23
                                        11.25%



        GREER  SC               120             $11,739.10
        UNKNW                   96      2.00    29300.00        8/11/05 
        SC              2579945 80.00                   8/11/95
        29650                   29
                                        10.5%



        BETHLEHE  PA            120             $28,066.94
        UNKNW                   96      1.75    30200.00        8/15/05 
        PA              2579946 80.00                   8/15/95
        18015                   18
                                        10.25%



        ALPHAREI  GA            120             $120,461.27
        UNKNW                   97      1.50    125000.00 9/7/05 
        GA              2579947 67.00                   9/7/95
        30202                   31
                                        10.%



        DOVER,  NH              120             $3,715.99
        UNKNW                   94      2.00    29400.00        6/30/05 
        NH              2579948 80.00                   6/30/95
        03820                   26
                                        10.5%



        TROY  MI                120             $34,464.75
        UNKNW                   96      1.50    44700.00        8/16/05 
        MI              2579949 80.00                   8/16/95
        48098                   26
                                        10.%





        LOOMIS  CA
        UNKNW                   120     2.00    $19,000.00
        CA              2579950 90.00 96                25000.00        8/24/95
        95650                   38                      12:00 AM
                                        10.5%



        NORTH  TONAWANDA NY     120             $19,431.08
        UNKNW                   97      2.00    20000.00        9/11/05 
        NY              2579951 90.00                   9/11/95
        14120                   40
                                        10.5%



        HOLLIS,  NH             120             $18,293.87
        UNKNW                   94      2.00    19200.00        6/30/05 
        NH              2579952 80.00                   6/30/95
        03033                   31
                                        10.5%



        NOVI  MI                120             $8,929.99
        UNKNW                   95      1.75    16000.00        7/17/05 
        MI              2579953 75.00                   7/17/95
        48375                   37
                                        10.25%



        ANCHORAG  AK            120             $35,864.76
        UNKNW                   96      1.75    53900.00        8/21/05 
        AK              2579954 80.00                   8/21/95
        99511                   25
                                        10.25%



        MIAMI  FL               120             $33,998.13
        UNKNW                   95      3.00    35000.00        7/12/05 
        FL              2579955 100.00          7/12/95
        33185                   36
                                        11.5%



        LYNBROOK  NY            120             $4,047.93
        UNKNW                   96      3.00    25000.00        8/24/05 
        NY              2579956 89.00                   8/24/95
        11563                   16
                                        11.5%



        SIERRA  VISTA, AZ       120             $56,600.00
        UNKNW                   95      1.50    80000.00        7/7/05 
        AZ              2579957 66.00                   7/7/95
        85635                   50
                                        10.%



        ELIZABET  NJ            120             $22,756.92
        UNKNW                   96      2.00    31100.00        8/16/05 
        NJ              2579958 100.00          8/16/95
        07202                   35
                                        10.5%



        BILLERIC  MA            120             $25,703.90
        UNKNW                   96      1.75    30000.00        8/24/05 
        MA              2579959 77.00                   8/24/95
        01821                   34
                                        10.25%



        MUSCLE  SHOALS AL       120             $27,256.74
        UNKNW                   96      4.00    27600.00        8/2/05 
        AL              2579960 100.00          8/2/95
        35661                   23
                                        12.5%





        BALTIMOR  MD
        UNKNW                   120     2.00    $20,821.66
        MD              2579961 80.00 96                34400.00        8/15/95
        21216                   19                      12:00 AM
                                        10.5%



        ANDERSON  IN            120             $60,107.07
        UNKNW                   94      1.25    60000.00        6/22/05 
        IN              2579962 55.00                   6/22/95
        46012                   43
                                        9.75%



        NEW  CASTLE IN  120             $46,923.21
        UNKNW                   95      1.50    48600.00        7/20/05 
        IN              2579963 80.00                   7/20/95
        47362                   13
                                        10.%



        ST.  PAUL MN            120             $18,535.06
        UNKNW                   96      2.00    36800.00        8/22/05 
        MN              2579964 80.00                   8/22/95
        55116                   13
                                        10.5%



        DANVILLE  CA            120             $4,625.19
        UNKNW                   94      1.75    86600.00        6/28/05 
        CA              2579965 80.00                   6/28/95
        94506                   49
                                        10.25%



        MANCHEST  MO            120             $24,948.90
        UNKNW                   96      2.00    90600.00        8/14/05 
        MO              2579966 80.00                   8/14/95
        63021                   37
                                        10.5%



        COLORADO  SPRINGS CO    120             $34,998.25
        UNKNW                   96      1.75    35000.00        8/4/05 
        CO              2579967 45.00                   8/4/95
        80911                   40
                                        10.25%



        VIRGINIA  MN            120             $25,368.92
        UNKNW                   95      1.75    25600.00        7/21/05 
        MN              2579968 80.00                   7/21/95
        55792                   24
                                        10.25%



        MELBOURN  FL            120             $10,974.67
        UNKNW                   95      1.75    11200.00        7/31/05 
        FL              2579969 80.00                   7/31/95
        32935                   43
                                        10.25%



        LA  MIRADA CA           120             $15,463.02
        UNKNW                   96      4.00    16900.00        8/11/05 
        CA              2579970 100.00          8/11/95
        90638                   35
                                        12.5%



        BERKELEY  CA            120             $21,728.41
        UNKNW                   97      4.00    25100.00        9/11/05 
        AZ              2579971 100.00          9/11/95
        94708                   28
                                        12.5%





        ARNOLD  CA
        UNKNW                   120     2.00    $23,759.87
        CA              2579972 80.00 95                25200.00        7/31/95
        95223                   21                      12:00 AM
                                        10.5%



        MARIETTA  GA            120             $23,736.01
        UNKNW                   95      2.00    28300.00        7/30/05 
        GA              2579973 80.00                   7/30/95
        30066                   18
                                        10.5%



        EDMOND  OK              120             $43,142.69
        UNKNW                   95      1.25    100000.00 7/21/05 
        OK              2579974 74.00                   7/21/95
        73034                   0
                                        9.75%



        BATON  ROUGE LA 120             $2,409.50
        UNKNW                   95      1.75    86400.00        7/18/05 
        LA              2579975 80.00                   7/18/95
        70806                   29
                                        10.25%



        CARLSBAD  CA            120             $6,895.16
        UNKNW                   95      2.00    25000.00        7/31/05 
        CA              2579976 64.00                   7/31/95
        92008                   32
                                        10.5%



        DIMONDAL  MI            120             $6,000.00
        UNKNW                   95      2.00    29500.00        7/7/05 
        MI              2579977 80.00                   7/7/95
        48821                   27
                                        10.5%



        YPSILANT  MI            120             $4,729.19
        UNKNW                   97      1.75    50000.00        9/11/05 
        MI              2579978 65.00                   9/11/95
        48197                   26
                                        10.25%



        SPRINGBO  OH            120             $6,300.87
        UNKNW                   96      2.00    50000.00        8/7/05 
        OH              2579979 73.00                   8/7/95
        45066                   23
                                        10.5%



        SANTA  CLARITA CA       120             $29,838.48
        UNKNW                   97      1.75    34800.00        9/8/05 
        CA              2579980 100.00          9/8/95
        91351                   34
                                        10.25%



        LAS  VEAGS NV           120             $9,920.00
        UNKNW                   98      3.00    10000.00        10/2/05 
        NV              2579981 90.00                   10/2/95
        89123                   35
                                        11.5%



        NORTHBRO  IL            120             $10,434.96
        UNKNW                   95      3.00    50000.00        7/30/05 
        IL              2579982 90.00                   7/30/95
        60062                   37
                                        11.5%





        LOCKPORT  NY
        UNKNW                   120     2.75    $11,505.82
        NY              2579983 90.00 96                12000.00        8/8/95
        14094                   30                      12:00 AM
                                        11.25%



        FORDS  NJ               120             $60,184.47
        UNKNW                   96      2.00    140000.00 8/22/05 
        NJ              2579984 80.00                   8/22/95
        08863                   33
                                        10.5%



        FREEPORT  ME            120             $35,610.67
        UNKNW                   97      2.75    42400.00        9/22/05 
        ME              2579985 89.00                   9/22/95
        04032                   33
                                        11.25%



        OAKLAND  NJ             120             $25,744.57
        UNKNW                   95      1.75    50000.00        7/20/05 
        NJ              2579986 80.00                   7/20/95
        07436                   35
                                        10.25%



        WATERFOR  MI            120             $24,735.67
        UNKNW                   95      3.00    25000.00        7/24/05 
        MI              2579987 88.00                   7/24/95
        48328                   36
                                        11.5%



        ST  CLOUD MN            120             $20,158.87
        UNKNW                   97      2.00    25100.00        9/8/05 
        MN              2579988 80.00                   9/8/95
        56303                   29
                                        10.5%



        SAN  MATEO CA           120             $35,461.37
        UNKNW                   95      1.75    40000.00        7/15/05 
        CA              2579989 88.00                   7/15/95
        94402                   39
                                        10.25%



        LAKE  OSWEGO OR 120             $26,656.02
        UNKNW                   95      1.75    38000.00        7/13/05 
        OR              2579990 80.00                   7/13/95
        97035                   39
                                        10.25%



        GROSSE  PTE PARK MI     120             $35,681.24
        UNKNW                   96      1.75    48300.00        8/4/05 
        MI              2579991 80.00                   8/4/95
        48230                   28
                                        10.25%



        VENTURA  CA             120             $5,444.34
        UNKNW                   95      2.00    24300.00        7/17/05 
        CA              2579992 90.00                   7/17/95
        93004                   23
                                        10.5%



        EMMAUS  PA              120             $14,000.00
        UNKNW                   95      3.00    14000.00        7/18/05 
        PA              2579993 90.00                   7/18/95
        18049                   36
                                        11.5%





        SAN  BARTON NH
        UNKNW                   120     2.00    $9,109.46
        NH              2579994 90.00 97                19000.00        9/1/95
        03269                   28                      12:00 AM
                                        10.5%



        HAYWARD,  CA.           120             $24,649.11
        UNKNW                   94      2.00    25000.00        6/10/05 
        CA              2579995 78.00                   6/10/95
        94542                   39
                                        10.5%



        SANDUSKY  OH            120             $21,074.17
        UNKNW                   94      4.00    21100.00        6/17/05 
        OH              2579996 100.00          6/17/95
        44870                   28
                                        12.5%



        BLOOMING  MN            120             $30,924.51
        UNKNW                   94      1.75    65000.00        6/21/05 
        MN              2579997 55.00                   6/21/95
        55438                   18
                                        10.25%



        CLAREMOU  CA            120             $11,572.80
        UNKNW                   95      2.00    11600.00        7/19/05 
        CA              2579998 90.00                   7/19/95
        91711                   43
                                        10.5%



        HENDERSO  NEVADA        120             $31,858.93
        UNKNW                   94      4.00    31900.00        6/22/05 
        NV              2579999 100.00          6/22/95
        89014                   27
                                        12.5%



        BURLINGA  CA            120             $15,310.72
        UNKNW                   96      2.00    26600.00        8/28/05 
        CA              2580000 80.00                   8/28/95
        94010                   33
                                        10.5%



        IRVINE  CA              120             $12,266.90
        UNKNW                   96      3.00    13300.00        8/10/05 
        CA              2580001 90.00                   8/10/95
        92715                   27
                                        11.5%



        HILLSDAL  NJ            120             $22,603.03
        UNKNW                   96      2.00    25000.00        8/30/05 
        NJ              2580002 66.00                   8/30/95
        07642                   40
                                        10.5%



        ONTARIO  CA             120             $21,316.58
        UNKNW                   96      4.00    22400.00        8/30/05 
        CA              2580003 100.00          8/30/95
        91761                   33
                                        12.5%



        MACOMB  MI              120             $10,660.24
        UNKNW                   95      1.75    29900.00        7/15/05 
        MI              2580004 80.00                   7/15/95
        48044                   31
                                        10.25%





        LENEXA  KS
        UNKNW                   120     1.75    $38,420.67
        KS              2580005 62.00 96                40000.00        8/16/95
        66220                   35                      12:00 AM
                                        10.25%



        PHILA  PA               120             $35,383.00
        UNKNW                   97      1.75    37700.00        9/9/05 
        PA              2580006 80.00                   9/9/95
        19138                   41
                                        10.25%



        WHITESBO  NY            120             $27,837.45
        UNKNW                   95      1.75    28000.00        7/19/05 
        NY              2580007 80.00                   7/19/95
        13492                   32
                                        10.25%



        CLIO,  MI               120             $29,505.03
        UNKNW                   97      1.50    30000.00        9/12/05 
        MI              2580008 47.00                   9/12/95
        48420                   41
                                        10.%



        ST.  LOUIS, MO  120             $24,870.56
        UNKNW                   94      2.00    25000.00        6/6/05 
        MO              2580009 80.00                   6/6/95
        63139                   24
                                        10.5%



        GRAND  RAPIDS, MI       120             $16,036.60
        UNKNW                   94      2.00    25000.00        6/6/05 
        MI              2580010 61.00                   6/6/95
        49546                   45
                                        10.5%



        NOKOMIS,  FL.           120             $5,041.60
        UNKNW                   94      2.00    75000.00        6/2/05 
        FL              2580011 31.00                   6/2/95
        34274                   30
                                        10.5%



        NOVI,  MI.              180             $6,323.44
        UNKNW                   154     2.00    30700.00        6/9/10 
        MI              2580012 80.00                   6/9/95
        48374                   31
                                        10.5%



        ROCHESTE  N.Y.  120             $49,666.52
        UNKNW                   94      1.50    50000.00        6/9/05 
        NY              2580013 80.00                   6/9/95
        14622                   35
                                        10.%



        SPRING  LAKE, N.J.      180             $52,951.77
        UNKNW                   152     1.50    120000.00 4/25/10 
        NJ              2580014 56.00                   4/25/95
        07762                   37
                                        10.%



        KENNER,  LA.            120             $46,401.93
        UNKNW                   94      1.75    60700.00        6/7/05 
        LA              2580015 80.00                   6/7/95
        70065                   35
                                        10.25%





        ST  CLAIR SHORES, MI.
        UNKNW                   120     2.75    $17,074.20
        MI              2580016 90.00 94                16600.00        6/6/95
        48082                   15                      12:00 AM
                                        11.25%



        RANDOLPH  MN            120             $9,217.89
        UNKNW                   94      3.00    10000.00        6/9/05 
        MN              2580017 90.00                   6/9/95
        55065                   29
                                        11.5%



        O'FALLON  MO.           180             $22,195.52
        UNKNW                   154     2.00    25000.00        6/8/10 
        MO              2580018 68.00                   6/8/95
        63366                   49
                                        10.5%



        STEAMBOA  SPRINGS, CO   120             $22,701.94
        UNKNW                   94      2.00    43800.00        6/16/05 
        CO              2580019 70.00                   6/16/95
        80488                   33
                                        10.5%



        TRENTON,  N.J.  120             $3,100.00
        UNKNW                   94      2.00    57500.00        6/8/05 
        NJ              2580020 80.00                   6/8/95
        08610                   28
                                        10.5%



        FAIRFAX,  VA.           120             $18,550.00
        UNKNW                   93      2.00    36300.00        5/27/05 
        VA              2580021 80.00                   5/27/95
        22030                   25
                                        10.5%



        ADAIR,  OK              180             $39,243.33
        UNKNW                   153     1.75    48200.00        5/17/10 
        OK              2580022 80.00                   5/17/95
        74330                   30
                                        10.25%



        OTTAWA,  OH             120             $13,098.19
        UNKNW                   93      4.00    13100.00        5/15/05 
        OH              2580023 100.00          5/15/95
        45875                   27
                                        12.5%



        BARTLESV  OK            180             $9,995.09
        UNKNW                   153     2.00    10000.00        5/19/10 
        OK              2580024 78.00                   5/19/95
        74003                   37
                                        10.5%



        GOLETA,  CA             120             $199.80
        UNKNW                   93      1.50    29000.00        5/23/05 
        CA              2580025 80.00                   5/23/95
        93117                   25
                                        10.%



        NORTHBRO  IL            120             $35,993.47
        UNKNW                   93      2.75    37000.00        5/22/05 
        IL              2580026 90.00                   5/22/95
        60062                   29
                                        11.25%





        OCEANSID  CA
        UNKNW                   120     4.00    $28,886.10
        CA              2580027 100.00 93               29000.00        5/23/95
        92057                   29                      12:00 AM
                                        12.5%



        RALEIGH,  NC            120             $16,635.81
        UNKNW                   93      3.00    18600.00        5/15/05 
        NC              2580028 90.00                   5/15/95
        27606                   34
                                        11.5%



        TRENTON,  NJ            120             $22,908.15
        UNKNW                   93      4.00    23000.00        5/30/05 
        MI              2580029 100.00          5/30/95
        48183                   0
                                        12.5%



        GRAND  RAPIDS, MI       120             $622.54
        UNKNW                   93      2.75    14400.00        5/22/05 
        MI              2580030 90.00                   5/22/95
        49504                   23
                                        11.25%



        HOWARD,  OH             120             $13,959.60
        UNKNW                   94      2.00    14700.00        6/1/05 
        OH              2580031 90.00                   6/1/95
        43028                   44
                                        10.5%



        CHINO  HILLS, CA        120             $23,980.01
        UNKNW                   94      3.00    24700.00        6/2/05 
        CA              2580032 90.00                   6/2/95
        91709                   32
                                        11.5%



        1811  N.E. 146TH STREET 120             $19,993.45
        NORTH MIAMI,            94      4.00    20000.00        6/1/05 
        FL              2580033 100.00          6/1/95
        33181                   16
                                        12.5%



        PONTE  VERDE BEACH, FL 120              $23,547.64
        UNKNW                   94      2.00    50000.00        6/7/05 
        FL              2580034 74.00                   6/7/95
        32082                   36
                                        10.5%



        EDINA,  MN              120             $23,400.00
        UNKNW                   93      2.50    23400.00        5/1/05 
        MN              2580035 90.00                   5/1/95
        55435                   40
                                        11.%



        HAGERSTO  MD            120             $7,259.78
        UNKNW                   93      3.00    14800.00        5/3/05 
        MD              2580036 90.00                   5/3/95
        21742                   24
                                        11.5%



        CAMARILL  CA            120             $48,702.61
        UNKNW                   93      2.00    48900.00        5/9/05 
        CA              2580037 65.00                   5/9/95
        93012                   64
                                        10.5%





        DENVER,  CO
        UNKNW                   120     3.00    $18,291.75
        CO              2580038 90.00 93                18300.00        5/10/95
        80236                   18                      12:00 AM
                                        11.5%



        LATROBE,  PA            180             $1,500.00
        UNKNW                   153     2.00    55400.00        5/11/10 
        PA              2580039 80.00                   5/11/95
        15650                   29
                                        10.5%



        CORTLAND  OH            180             $35,276.40
        UNKNW                   153     1.75    50000.00        5/5/10 
        OH              2580040 58.00                   5/5/95
        44410                   49
                                        10.25%



        BLOOMFIE  HILLS, MI     120             $40,934.77
        UNKNW                   93      2.00    57500.00        5/12/05 
        MI              2580041 75.00                   5/12/95
        48304                   40
                                        10.5%



        TONAWAND  NY            120             $14,194.25
        UNKNW                   93      2.75    15000.00        5/13/05 
        NY              2580042 82.00                   5/13/95
        14150                   33
                                        11.25%



        CLINTON,  CT            120             $90,000.00
        UNKNW                   93      1.50    90000.00        5/12/05 
        CT              2580043 45.00                   5/12/95
        06413                   43
                                        10.%



        DRYDEN,  MI             120             $22,363.78
        UNKNW                   93      4.00    35000.00        5/16/05 
        MI              2580044 99.00                   5/16/95
        48428                   32
                                        12.5%



        UNION,  NJ              120             $19,326.14
        UNKNW                   93      3.00    26000.00        5/8/05 
        NJ              2580045 90.00                   5/8/95
        07083                   32
                                        11.5%



        DELMAR,  NY             120             $28,051.57
        UNKNW                   93      3.00    28700.00        5/5/05 
        NY              2580046 90.00                   5/5/95
        12054                   44
                                        11.5%



        BRANDYWI  MD            120             $8,933.43
        UNKNW                   93      2.00    50000.00        5/10/05 
        MD              2580047 28.00                   5/10/95
        20613                   7
                                        10.5%



        ORANGE  PARK, FL        180             $36,893.89
        UNKNW                   153     1.75    37000.00        5/16/10 
        FL              2580048 80.00                   5/16/95
        32073                   36
                                        10.25%





        LOS  ANGELES, CA
        UNKNW                   120     2.75    $27,541.70
        CA              2580049 90.00 92                30300.00        4/25/95
        90008                   43                      12:00 AM
                                        11.25%



        WIXON,  MI              180             $8,041.78
        UNKNW                   152     1.75    50000.00        4/23/10 
        MI              2580050 78.00                   4/23/95
        48393                   24
                                        10.25%



        ALTADENA  CA            120             $2,954.53
        UNKNW                   92      2.00    52600.00        4/20/05 
        CA              2580051 80.00                   4/20/95
        91001                   21
                                        10.5%



        CLARKSTO  MI            120             $12,810.15
        UNKNW                   92      2.75    19300.00        4/26/05 
        MI              2580052 90.00                   4/26/95
        48348                   25
                                        11.25%



        ROCHESTE  MI            180             $33,715.99
        UNKNW                   152     1.25    36600.00        4/19/10 
        MI              2580053 80.00                   4/19/95
        48306                   0
                                        9.75%



        OPA  LOCKA, FL  180             $29,304.24
        UNKNW                   152     1.75    29500.00        4/24/10 
        FL              2580054 80.00                   4/24/95
        33055                   20
                                        10.25%



        CAMPHILL  PA            120             $13,413.37
        UNKNW                   92      2.00    30000.00        4/28/05 
        PA              2580055 38.00                   4/28/95
        17001                   45
                                        10.5%



        RICHMOND  HILL, NY      120             $3,289.68
        UNKNW                   92      3.00    13100.00        4/19/05 
        NY              2580056 90.00                   4/19/95
        11419                   35
                                        11.5%



        APTOS,  CA              180             $38,262.74
        UNKNW                   152     1.75    70600.00        4/27/10 
        CA              2580057 75.00                   4/27/95
        95003                   39
                                        10.25%



        COLUMBUS  IN            120             $12,687.19
        UNKNW                   92      3.00    25000.00        4/28/05 
        IN              2580058 90.00                   4/28/95
        47021                   27
                                        11.5%



        MOLALLA,  OR            120             $26,849.95
        UNKNW                   93      1.50    27200.00        5/4/05 
        OR              2580059 80.00                   5/4/95
        97038                   33
                                        10.%





        CHESTERF  MI
        UNKNW                   180     2.00    $21,780.61
        MI              2580060 69.00 153               33000.00        5/5/95
        48051                   33                      12:00 AM
                                        10.5%



        MT  MORRIS, MI  120             $4,656.71
        UNKNW                   93      2.75    10000.00        5/8/05 
        MI              2580061 90.00                   5/8/95
        48458                   35
                                        11.25%



        MARLTON,  NJ            120             $18,605.22
        UNKNW                   92      3.00    18800.00        4/6/05 
        NJ              2580062 90.00                   4/6/95
        08053                   28
                                        11.5%



        FREEHOLD  NJ            120             $6,800.00
        UNKNW                   92      2.00    30000.00        4/5/05 
        NJ              2580063 67.00                   4/5/95
        07728                   45
                                        10.5%



        WEST  BLOOMFIELD, MI    120             $6,383.73
        UNKNW                   92      2.00    48000.00        4/10/05 
        MI              2580064 80.00                   4/10/95
        48323                   25
                                        10.5%



        GRAND  RAPIDS, MI       120             $17,893.36
        UNKNW                   92      2.75    18100.00        4/5/05 
        MI              2580065 90.00                   4/5/95
        49504                   40
                                        11.25%



        ROYALTON  NY            120             $19,674.66
        UNKNW                   92      2.75    20000.00        4/10/05 
        NY              2580066 90.00                   4/10/95
        14067                   25
                                        11.25%



        RANCHO  PALOS VERDES, CA 120            $20,847.18
        UNKNW                   92      2.00    25000.00        4/14/05 
        CA              2580067 72.00                   4/14/95
        90275                   45
                                        10.5%



        2850  MYRTLE DRIVE FORD  180            $104,639.45
        **************          152     2.50    106500.00 4/13/10 
        PA              2580068 90.00                   4/13/95
        17055                   21
                                        11.%



        PARLIN,  NJ             120             $4,797.84
        UNKNW                   92      2.00    28100.00        4/14/05 
        NJ              2580069 90.00                   4/14/95
        08859                   22
                                        10.5%



        DAYTON,  OH             180             $44,968.71
        UNKNW                   152     2.50    47200.00        4/14/10 
        OH              2580070 90.00                   4/14/95
        45415                   33
                                        11.%





        SCHENECT  NY
        UNKNW                   180     2.00    $21,493.24
        NY              2580071 80.00 152               20300.00        4/17/95
        12303                   38                      12:00 AM
                                        10.5%



        ANNVILLE  PA            120             $13,057.57
        UNKNW                   92      2.75    13500.00        4/22/05 
        PA              2580072 90.00                   4/22/95
        17003                   33
                                        11.25%



        CANTON,  MI             120             $9,481.74
        UNKNW                   92      1.75    12000.00        4/18/05 
        MI              2580073 90.00                   4/18/95
        48187                   39
                                        10.25%



        DURAND  MI              180             $58,354.71
        UNKNW                   152     1.25    65000.00        4/20/10 
        MI              2580074 65.00                   4/20/95
        48429                   20
                                        9.75%



        KOKOMO,  IN             120             $22,539.74
        UNKNW                   91      2.50    59000.00        3/17/05 
        IN              2580075 90.00                   3/17/95
        46902                   47
                                        11.%



        WANTAGH,  NY            180             $38,728.92
        UNKNW                   151     1.75    45000.00        3/16/10 
        NY              2580076 63.00                   3/16/95
        11793                   35
                                        10.25%



        MAPLEWOO  NJ            120             $25,000.00
        UNKNW                   91      3.00    25000.00        3/20/05 
        NJ              2580077 90.00                   3/20/95
        07040                   26
                                        11.5%



        PLAINVIE  NY            180             $13,748.58
        UNKNW                   151     2.00    15000.00        3/16/10 
        NY              2580078 79.00                   3/16/95
        11803                   36
                                        10.5%



        ASPEN,  CO              180             $120,542.83
        UNKNW                   151     1.50    400000.00 3/20/10 
        CO              2580079 52.00                   3/20/95
        81611                   45
                                        10.%



        PELHAM  MANOR, NY       180             $50,304.86
        UNKNW                   151     1.50    50000.00        3/20/10 
        NY              2580080 80.00                   3/20/95
        10803                   19
                                        10.%



        KINGSTON  MA            120             $25,058.39
        UNKNW                   91      2.75    25200.00        3/17/05 
        MA              2580081 85.00                   3/17/95
        02364                   37
                                        11.25%





        RUSSIAVI  IN
        UNKNW                   120     2.50    $25,000.28
        IN              2580082 90.00 89                26900.00        1/23/95
        46979                   24                      12:00 AM
                                        11.%



        FORT  WASHINGTON, PA    120             $9,842.57
        UNKNW                   90      1.75    12400.00        2/28/05 
        PA              2580083 85.00                   2/28/95
        19034                   37
                                        10.25%



        WHEATON,  IL            180             $44,151.98
        UNKNW                   151     1.75    44600.00        3/24/10 
        IL              2580084 75.00                   3/24/95
        60187                   47
                                        10.25%



        RIVER  EDGE, NJ 180             $35,132.18
        UNKNW                   152     1.25    42000.00        4/3/10 
        NJ              2580085 80.00                   4/3/95
        07661                   0
                                        9.75%



        JAMESBUR  NJ            180             $35,000.00
        UNKNW                   152     1.75    90000.00        4/3/10 
        NJ              2580086 72.00                   4/3/95
        08831                   40
                                        10.25%



        MIAMI,  FL              180             $20,400.02
        UNKNW                   152     2.00    20500.00        4/4/10 
        FL              2580087 90.00                   4/4/95
        33183                   37
                                        10.5%



        WILMINGT  DE            180             $37,000.00
        UNKNW                   152     1.75    37000.00        4/7/10 
        DE              2580088 25.00                   4/7/95
        19810                   37
                                        10.25%



        SPARKS,  NV             120             $66,500.00
        UNKNW                   90      2.00    75000.00        2/17/05 
        NV              2580089 70.00                   2/17/95
        89434                   20
                                        10.5%



        HOLLIS,  NH             180             $2,178.98
        UNKNW                   150     2.00    38000.00        2/28/10 
        NH              2580090 75.00                   2/28/95
        03049                   39
                                        10.5%



        BLOOMFIE  HILLS, MI     180             $135,335.00
        UNKNW                   150     1.25    140000.00 2/22/10 
        MI              2580091 39.00                   2/22/95
        48304                   28
                                        9.75%



        HERMITAG  PA            180             $44,374.79
        UNKNW                   149     2.00    90000.00        1/26/10 
        PA              2580092 77.00                   1/26/95
        16148                   17
                                        10.5%





        WEXFORD,  PA
        UNKNW                   180     1.50    $6,894.95
        PA              2580093 80.00 150               64000.00        2/25/95
        15090                   0                       12:00 AM
                                        10.%



        MIAMI,  FL              120             $29,390.89
        UNKNW                   91      2.00    34000.00        3/2/05 
        FL              2580094 80.00                   3/2/95
        33182                   33
                                        10.5%



        FREMONT,  CA            180             $53,000.00
        UNKNW                   150     1.25    100000.00 2/3/10 
        CA              2580095 30.00                   2/3/95
        94536                   33
                                        9.75%



        ROCHESTE  HILLS, MI     180             $11,690.94
        UNKNW                   151     1.75    76000.00        3/13/10 
        MI              2580096 80.00                   3/13/95
        48309                   38
                                        10.25%



        PARAMUS,  NJ            120             $52,169.67
        UNKNW                   91      1.50    53000.00        3/14/05 
        NJ              2580097 90.00                   3/14/95
        07652                   26
                                        10.%



        GRAND  RAPIDS, MI       120             $21,787.45
        UNKNW                   91      2.75    24000.00        3/13/05 
        MI              2580098 90.00                   3/13/95
        49505                   36
                                        11.25%



        CHARLOTT  NC            120             $22,458.53
        UNKNW                   91      2.00    22900.00        3/9/05 
        NC              2580099 80.00                   3/9/95
        27227                   38
                                        10.5%



        CHASE  CITY, VA 180             $15,085.28
        UNKNW                   151     2.00    45000.00        3/7/10 
        OH              2580100 56.00                   3/7/95
        23924                   36
                                        10.5%



        N.  CAPE MAY, NJ        120             $14,689.45
        UNKNW                   91      3.00    14600.00        3/10/05 
        NJ              2580101 90.00                   3/10/95
        08204                   35
                                        11.5%



        RANCHO  SANTA FE, CA    120             $39,000.00
        UNKNW                   89      2.00    45000.00        1/20/05 
        CA              2580102 66.00                   1/20/95
        92067                   44
                                        10.5%



        FREEPORT  IL            180             $76,233.67
        UNKNW                   149     1.50    91200.00        1/13/10 
        IL              2580103 80.00                   1/13/95
        61032                   23
                                        10.%





        GRANDVIL  MI
        UNKNW                   180     2.00    $7,581.00
        MI              2580104 80.00 149               17200.00        1/27/95
        49418                   40                      12:00 AM
                                        10.5%



        KEEGO  HARBOR, MI       180             $24,930.14
        UNKNW                   150     2.00    25000.00        2/2/10 
        MI              2580105 45.00                   2/2/95
        48320                   34
                                        10.5%



        HOLLY,  MI              180             $146,933.77
        UNKNW                   149     1.25    150000.00 1/30/10 
        MI              2580106 49.00                   1/30/95
        48442                   29
                                        9.75%



        ENGLISHT  NJ            180             $117,128.76
        UNKNW                   150     2.00    134400.00 2/2/10 
        NJ              2580107 80.00                   2/2/95
        07726                   39
                                        10.5%



        WATSONVI  CA            180             $8,565.00
        UNKNW                   150     2.00    77450.00        2/9/10 
        CA              2580108 70.00                   2/9/95
        95077                   43
                                        10.5%



        SEASIDE,  CA            120             $12,200.00
        UNKNW                   90      3.00    12200.00        2/8/05 
        CA              2580109 90.00                   2/8/95
        93955                   33
                                        11.5%



        MIAMI  FL               180             $10,195.26
        UNKNW                   149     2.00    54800.00        1/26/10 
        FL              2580110 80.00                   1/26/95
        33165                   22
                                        10.5%



        CUMMING,  GA            180             $15,739.53
        UNKNW                   149     2.00    33200.00        1/10/10 
        GA              2580111 80.00                   1/10/95
        30130                   24
                                        10.5%



        DEARBORN  MI            180             $61,420.00
        UNKNW                   150     1.25    80000.00        2/15/10 
        MI              2580112 67.00                   2/15/95
        48127                   35
                                        9.75%



        MILFORD,  MA            180             $50,540.00
        UNKNW                   149     1.25    60000.00        1/24/10 
        MA              2580113 42.00                   1/24/95
        01757                   41
                                        9.75%



        GREATNEC  NY            180             $12,379.82
        UNKNW                   150     2.00    13000.00        2/15/10 
        NY              2580114 80.00                   2/15/95
        11020                   34
                                        10.5%





        DOVER,  NH
        UNKNW                   180     2.00    $324.21
        NH              2580115 69.00 150               40000.00        2/17/95
        03820                   31                      12:00 AM
                                        10.5%



        BIG  BEAR LAKE, CA.     180             $21,726.12
        UNKNW                   149     2.00    25000.00        1/4/10 
        CA              2580116 37.00                   1/4/95
        92315                   33
                                        10.5%



        DETROIT,  MI.           180             $19,956.65
        UNKNW                   149     2.00    20000.00        1/4/10 
        MI              2580117 54.00                   1/4/95
        48221                   45
                                        10.5%



        ANDERSON  IN.           180             $52,902.81
        UNKNW                   149     1.25    58000.00        1/4/10 
        IN              2580118 80.00                   1/4/95
        46012                   14
                                        9.75%



        CINCINNA  OH.           180             $20,618.62
        UNKNW                   149     1.75    50000.00        1/5/10 
        OH              2580119 40.00                   1/5/95
        45240                   38
                                        10.25%



        NEWTOWN  SQUARE, PA.    180             $88,742.87
        UNKNW                   149     1.50    300000.00 1/6/10 
        PA              2580120 80.00                   1/6/95
        19073                   27
                                        10.%



        WHITE  LAKE, MI.        180             $20,000.00
        UNKNW                   149     1.75    40000.00        1/9/10 
        MI              2580121 49.00                   1/9/95
        48383                   39
                                        10.25%



        SHILLING  PA.           180             $49,949.61
        UNKNW                   149     1.75    50000.00        1/5/10 
        PA              2580122 69.00                   1/5/95
        19607                   43
                                        10.25%



        SOO  TOWNSHIP, MI.      180             $24,910.52
        UNKNW                   149     2.00    28000.00        1/5/10 
        MI              2580123 79.00                   1/5/95
        49783                   38
                                        10.5%



        SHELBY,  MI             180             $27,331.83
        UNKNW                   149     1.75    99950.00        1/17/10 
        MI              2580124 60.00                   1/17/95
        48315                   31
                                        10.25%



        IRONS,  MI.             180             $22,000.00
        UNKNW                   149     2.00    28400.00        1/14/10 
        MI              2580125 80.00                   1/14/95
        49644                   24
                                        10.5%





        PAINESVI  OH
        UNKNW                   180     1.50    $62,139.35
        OH              2580126 56.00 149               70000.00        1/23/95
        44077                   44                      12:00 AM
                                        10.%



        1817  WEST 107TH STREET 180             $39,497.10
        CHICAGO,                149     1.50    40000.00        1/27/10 
        IL              2580127 61.00                   1/27/95
        60643                   48
                                        10.%



        FLINT,  MI              180             $16,856.00
        UNKNW                   149     1.50    25000.00        1/19/10 
        MI              2580128 33.00                   1/19/95
        48507                   0
                                        10.%



        MINNETRI  MN.           180             $49,277.77
        UNKNW                   148     1.75    75000.00        12/16/09 
        MN              2580129 62.00                   12/16/94
        55364                   33
                                        10.25%



        JACKSONV  FL.           180             $15,175.17
        UNKNW                   148     2.00    50000.00        12/27/09 
        FL              2580130 76.00                   12/27/94
        32246                   43
                                        10.5%



        RICHMOND  VA.           180             $40,000.00
        UNKNW                   148     1.75    100000.00 12/16/09 
        VA              2580131 69.00                   12/16/94
        23235                   43
                                        10.25%



        DETROIT,  MI.           180             $17,854.27
        UNKNW                   148     2.00    20000.00        12/19/09 
        MI              2580132 80.00                   12/19/94
        48209                   27
                                        10.5%



        SEEKONK,  MA.           120             $24,918.20
        UNKNW                   88      2.00    25000.00        12/21/04 
        MA              2580133 66.00                   12/21/94
        02771                   40
                                        10.5%



        SCHENECT  NY.           180             $34,887.08
        UNKNW                   148     1.75    35000.00        12/16/09 
        NY              2580134 40.00                   12/16/94
        12303                   43
                                        10.25%



        ST  PETERS MO           180             $57,008.46
        UNKNW                   148     1.25    67600.00        12/27/09 
        IN              2580135 65.00                   12/27/94
        63376                   24
                                        9.75%



        BRIGHTON  MI.           180             $24,650.16
        UNKNW                   148     1.50    25000.00        12/28/09 
        MI              2580136 80.00                   12/28/94
        48116                   43
                                        10.%





        COLEBROO  NH.
        UNKNW                   180     1.75    $49,894.66
        NH              2580137 77.00 148               50000.00        12/30/94
        03576                   19                      12:00 AM
                                        10.25%



        LIGHTHOU  POINT, FL.    180             $24,696.88
        UNKNW                   148     2.00    25000.00        12/27/09 
        FL              2580138 78.00                   12/27/94
        33064                   50
                                        10.5%



        SUITE  202              180             $29,630.53
        MARQUETTE, MI   148     1.75    52000.00        12/28/09 
        MI              2580139 80.00                   12/28/94
        49855                   20
                                        10.25%



        MIDDLEBU  FL            180             $24,884.05
        UNKNW                   148     2.00    24900.00        12/29/09 
        FL              2580140 80.00                   12/29/94
        32068                   27
                                        10.5%



        GASTON,  OR.            120             $54,824.81
        UNKNW                   88      1.50    100000.00 12/29/04 
        OR              2580141 65.00                   12/29/94
        97119                   40
                                        10.%



        PHILADEL  PA.           120             $50,000.00
        UNKNW                   87      2.75    50000.00        11/15/04 
        PA              2580142 89.00                   11/15/94
        19118                   35
                                        11.25%



        HOVLAND,  MN            180             $24,785.27
        UNKNW                   147     2.00    25000.00        11/29/09 
        MN              2580143 72.00                   11/29/94
        55606                   37
                                        10.5%



        MASSENA,  NY.           180             $16,366.01
        UNKNW                   147     1.75    45000.00        11/29/09 
        NY              2580144 79.00                   11/29/94
        13662                   40
                                        10.25%



        TEMPERAN  MI.           180             $11,941.73
        UNKNW                   148     1.75    12000.00        12/5/09 
        MI              2580145 80.00                   12/5/94
        48182                   33
                                        10.25%



        STEAMBOA  SPRINGS, CO   180             $27,538.86
        UNKNW                   147     1.75    81000.00        11/18/09 
        CO              2580146 67.00                   11/18/94
        80477                   34
                                        10.25%



        JACKSONV  OR            120             $31,883.00
        UNKNW                   88      1.75    32000.00        12/1/04 
        OR              2580147 90.00                   12/1/94
        97530                   34
                                        10.25%





        SPRAKERS  NY.
        UNKNW                   180     1.75    $28,134.28
        NY              2580148 80.00 148               32000.00        12/7/94
        12116                   35                      12:00 AM
                                        10.25%



        OSCODA,  MI.            180             $18,630.82
        UNKNW                   148     1.75    25000.00        12/8/09 
        MI              2580149 68.00                   12/8/94
        48750                   43
                                        10.25%



        MADRAS  OR              120             $59,970.15
        UNKNW                   88      1.50    60000.00        12/9/04 
        OR              2580150 80.00                   12/9/94
        97741                   28
                                        10.%



        FAIRMOUN  IN.           180             $31,116.19
        UNKNW                   147     1.75    31600.00        11/29/09 
        IN              2580151 80.00                   11/29/94
        46928                   29
                                        10.25%



        WINCHEST  IN            180             $31,393.44
        UNKNW                   148     1.50    34000.00        12/22/09 
        IN              2580152 80.00                   12/22/94
        47394                   39
                                        10.%



        HOWELL,  MI.            180             $36,160.44
        UNKNW                   148     1.50    36600.00        12/15/09 
        MI              2580153 80.00                   12/15/94
        48843                   32
                                        10.%



        WEST  BLOOMFIELD, MI.   180             $49,845.37
        UNKNW                   148     1.50    50000.00        12/14/09 
        MI              2580154 50.00                   12/14/94
        48323                   34
                                        10.%



        CARBONDA  CO            180             $17,292.18
        UNKNW                   147     2.00    25000.00        11/17/09 
        CO              2580155 53.00                   11/17/94
        81623                   58
                                        10.5%



        LAUDERDA  BY THE SEA, FL 180            $49,793.82
        UNKNW                   147     1.75    50000.00        11/14/09 
        FL              2580156 56.00                   11/14/94
        33308                   42
                                        10.25%



        WOODBURY  NY.           180             $188,565.78
        UNKNW                   147     1.50    190000.00 11/10/09 
        NY              2580157 75.00                   11/10/94
        11797                   47
                                        10.%



        MONT  CLARE PA  180             $46,399.20
        UNKNW                   147     1.75    48000.00        11/18/09 
        PA              2580158 80.00                   11/18/94
        19453                   24
                                        10.25%





        CARPENTE  CA.
        UNKNW                   180     2.00    $16,204.00
        CA              2580159 75.00 147               55000.00        11/18/94
        93013                   32                      12:00 AM
                                        10.5%



        WARREN,  NJ             180             $70,000.00
        UNKNW                   147     1.50    70400.00        11/16/09 
        NJ              2580160 75.00                   11/16/94
        07059                   28
                                        10.%



        KEY  LARGO, FL. 180             $175,532.04
        UNKNW                   147     1.00    200000.00 11/7/09 
        FL              2580161 49.00                   11/7/94
        33037                   0
                                        9.5%



        NORWALK,  OH            120             $24,837.56
        UNKNW                   87      1.75    38200.00        11/25/04 
        OH              2580162 90.00                   11/25/94
        44857                   34
                                        10.25%



        TROY,  MI               180             $36,370.28
        UNKNW                   147     1.50    40000.00        11/23/09 
        MI              2580163 48.00                   11/23/94
        48083                   40
                                        10.%



        STEAMBOA  SPRINGS, CO   180             $26,609.59
        UNKNW                   147     1.75    74200.00        11/18/09 
        CO              2580164 75.00                   11/18/94
        80487                   39
                                        10.25%



        ANTRIM,  NH.            180             $15,108.93
        UNKNW                   147     2.00    30000.00        11/30/09 
        NH              2580165 39.00                   11/30/94
        03440                   30
                                        10.5%



        DENVILLE  NJ.           180             $62,000.00
        UNKNW                   147     1.50    80000.00        11/21/09 
        NJ              2580166 80.00                   11/21/94
        07834                   53
                                        10.%



        BROOKPAR  OH.           180             $24,133.05
        UNKNW                   147     1.75    25000.00        11/22/09 
        OH              2580167 28.00                   11/22/94
        44142                   40
                                        10.25%



        MOORESTO  NJ.           120             $53,804.08
        UNKNW                   87      2.50    91500.00        11/28/04 
        NJ              2580168 90.00                   11/28/94
        08057                   43
                                        11.%



        GAINES,  MI.            180             $40,748.50
        UNKNW                   146     1.50    42600.00        10/17/09 
        MI              2580169 80.00                   10/17/94
        48436                   30
                                        10.%





        BUFFALO,  NY
        UNKNW                   120     2.50    $9,916.06
        NY              2580170 95.00 86                10000.00        10/12/94
        14215                   29                      12:00 AM
                                        11.%



        RICHBORO  PA            120             $33,300.00
        UNKNW                   86      2.75    33300.00        10/31/04 
        PA              2580171 90.00                   10/31/94
        18940                   35
                                        11.25%



        MICHIGAN  MI            180             $62,681.98
        UNKNW                   146     1.25    68000.00        10/27/09 
        MI              2580172 80.00                   10/27/94
        49254                   23
                                        9.75%



        TRUMBULL  CT.           180             $28,837.03
        UNKNW                   146     1.75    31600.00        10/25/09 
        CT              2580173 80.00                   10/25/94
        06611                   45
                                        10.25%



        BRIGHTON  MI.           120             $20,458.26
        UNKNW                   86      2.75    20600.00        10/27/04 
        MI              2580174 91.00                   10/27/94
        48116                   25
                                        11.25%



        MONUT  MORRIS, MI.      180             $27,342.43
        UNKNW                   146     1.50    28000.00        10/24/09 
        MI              2580175 80.00                   10/24/94
        48458                   30
                                        10.%



        VANDALIA  OH.           180             $19,425.46
        UNKNW                   146     1.75    42000.00        10/21/09 
        OH              2580176 63.00                   10/21/94
        45377                   21
                                        10.25%



        NAPERVIL  IL            120             $35,000.00
        UNKNW                   86      2.75    35000.00        10/28/04 
        IL              2580177 85.00                   10/28/94
        60564                   44
                                        11.25%



        ROCHESTE  HILLS , MI    180             $88,910.13
        UNKNW                   147     1.00    160000.00 11/4/09 
        MI              2580178 80.00                   11/4/94
        48309                   0
                                        9.5%



        SPRING  CITY, PA        120             $34,500.00
        UNKNW                   87      2.75    34500.00        11/14/04 
        PA              2580179 90.00                   11/14/94
        19475                   37
                                        11.25%



        PARAMUS,  NJ.           180             $24,048.08
        UNKNW                   147     2.00    47900.00        11/9/09 
        NJ              2580180 80.00                   11/9/94
        07652                   40
                                        10.5%





        CUYAHOGA  FALLS, OH
        UNKNW                   180     1.75    $6,643.21
        OH              2580181 42.00 147               25000.00        11/14/94
        44224                   37                      12:00 AM
                                        10.25%



        102  STATE STREET       120             $20,505.19
        BRISTOL         113     0.99    52000.00        1/31/07 
        RI              2580182 73.00                   1/14/97
        02809                   35
                                        9.49%



        37972  MEADOW HILL DRIVE  120           $18,084.75
        NORTHVILLE              113     0.99    49000.00        1/31/07 
        MI              2580183 74.00                   1/31/97
        48167                   24
                                        9.49%



        631  MI TIERRA LANE     120             $49,209.39
        SANTA MARIA             114     0.99    50000.00        2/11/07 
        CA              2580184 79.00                   2/11/97
        93455                   48
                                        9.49%



        300  NAKOTA             120             $9,394.38
        CLAWSON         113     0.99    10000.00        1/31/07 
        MI              2580185 70.00                   1/31/97
        48017                   39
                                        9.49%



        SALINAS  CA             180             $20,320.76
        UNKNW                   136     2.00    40500.00        12/7/08 
        CA              2580186 75.00                   12/7/93
        93906                   18
                                        10.5%



        JAMISON,  PA            180             $23,857.80
        UNKNW                   145     2.00    24200.00        9/9/09 
        PA              2580187 80.00                   9/9/94
        18929                   38
                                        10.5%



        RIDLEY  PARK, PA        120             $9,285.42
        UNKNW                   84      3.00    12200.00        8/30/04 
        PA              2580188 90.00                   8/30/94
        19078                   35
                                        11.5%



        SPERRYVI  VA            180             $99,719.49
        UNKNW                   144     1.25    100000.00 8/24/09 
        VA              2580189 70.00                   8/24/94
        22740                   62
                                        9.75%



        WEST  CHESTER, PA       180             $28,868.12
        UNKNW                   144     1.75    28900.00        8/16/09 
        PA              2580190 75.00                   8/16/94
        19382                   41
                                        10.25%



        BAY  CITY, MI           120             $25,571.90
        UNKNW                   85      2.25    25600.00        9/2/04 
        MI              2580191 90.00                   9/2/94
        48706                   0
                                        10.75%





        RENO,  NV
        UNKNW                   120     1.50    $30,221.89
        NV              2580192 75.00 85                59350.00        9/14/94
        89509                   37                      12:00 AM
                                        10.%



        STRATHMO  CA            180             $8,762.42
        UNKNW                   146     2.00    10000.00        10/5/09 
        CA              2580193 74.00                   10/5/94
        93267                   33
                                        10.5%



        LIVONIA,  MI            180             $26,652.22
        UNKNW                   146     1.25    56700.00        10/7/09 
        MI              2580194 80.00                   10/7/94
        48154                   0
                                        9.75%



        274  ST. AUGUSTINE DRIVE 120            $30,000.00
        CHICO                   110     0.99    70000.00        10/7/06 
        CA              2580195 72.00                   10/7/96
        95928                   42
                                        7.5%



        1623  QUINCY AVENUE     120             $19,109.23
        DUNMORE         117     0.99    30000.00        5/16/07 
        PA              2580196 80.00                   5/16/97
        18509                   0
                                        7.5%



        TAYLOR  MI              120             $11,402.00
        UNKNW                   113     1.99    16500.00        1/31/07 
        MI              2580197 90.00                   1/31/97
        48190                   43
                                        10.49%



        803  POPLAR SPRINGS     120             $30,398.52
        SHELBY                  113     0.99    30600.00        1/31/07 
        NC              2580198 80.00                   1/31/97
        28150                   43
                                        9.49%



        2044  GRAYSTONE 120             $15,117.51
        ST CHARLES              113     1.99    15800.00        1/31/07 
        MO              2580199 90.00                   1/31/97
        63303                   31
                                        10.49%



        45  GREENING LANE       120             $50,000.00
        CRANSTON                113     0.99    50000.00        1/31/07 
        MA              2580200 29.00                   1/31/97
        02920                   43
                                        9.49%



        PHILADEL  PA            120             $61,404.07
        UNKNW                   113     0.99    80000.00        1/31/07 
        PA              2580201 80.00                   1/31/97
        19150                   24
                                        9.49%



        612  ESSEX              120             $29,041.46
        ROCHESTER               113     0.99    30000.00        1/31/07 
        MI              2580202 71.00                   1/31/97
        48307                   29
                                        9.49%





        5131  CORNERS DRIVE
        WEST                    120     0.99    $30,000.00
        MI              2580203 60.00 113               30000.00        1/31/97
        48322                   29                      12:00 AM
                                        9.49%



        10  CAROLINA MAIN STREET 120            $14,495.38
        RICHMOND                113     0.99    15000.00        1/31/07 
        RI              2580204 61.00                   1/31/97
        02812                   30
                                        9.49%



        178  SHIPLEY AVENUE     120             $41,562.99
        DALY CITY               113     1.99    43000.00        1/31/07 
        CA              2580205 90.00                   1/31/97
        94015                   33
                                        10.49%



        242  MERCER STREET      120             $21,800.00
        HIGHTSTOWN              113     0.99    40000.00        1/31/07 
        NJ              2580206 67.00                   1/31/97
        08520                   45
                                        9.49%



        1721  FREEMONT DR.      120             $47,115.36
        TROY                    117     1.99    50000.00        5/12/07 
        MI              2580207 83.00                   5/12/97
        48098                   0
                                        7.5%



        11342  DORCHESTER DRIVE 120             $18,359.04
        TRUCKEE         117     1.99    26200.00        5/21/07 
        CA              2580208 90.00                   5/21/97
        96161                   0
                                        7.5%



        4782  DONALD AVENUE     120             $6,038.00
        RICHMOND                117     0.99    15000.00        5/15/07 
        OH              2580209 65.00                   5/19/97
        44143                   0
                                        7.5%



        463  RED APPLE LANE     120             $20,458.73
        GREECE                  117     1.99    24400.00        5/13/07 
        NY              2580210 90.00                   5/13/97
        14612                   0
                                        7.5%



        18900  SW 54 PLACE      120             $41,166.67
        FT. LAUDERDALE          117     1.99    41500.00        5/19/07 
        FL              2580211 15.00                   5/19/97
        33332                   0
                                        7.5%



        CANTON  MI              120             $13,460.69
        UNKNW                   117     1.99    29700.00        5/21/07 
        MI              2580212 90.00                   5/21/97
        48188                   0
                                        7.5%



        14572  RANCH ROAD       120             $34,757.38
        ELK RIVER               117     1.99    35000.00        5/21/07 
        MN              2580213 88.00                   5/21/97
        55330                   0
                                        7.5%





        MESILLA  PARK NM
        UNKNW                   120     0.99    $26,976.02
        NM              2580214 76.00 117               27000.00        5/20/97
        88047                   0                       12:00 AM
                                        7.5%



        UNIONTOW  PA            120             $27,764.64
        UNKNW                   117     0.99    29000.00        5/21/07 
        PA              2580215 80.00                   5/21/97
        15401                   0
                                        7.5%



        328  CAMEO DRIVE        120             $10,552.86
        LESLIE                  117     0.99    15000.00        5/21/07 
        MI              2580216 49.00                   5/21/97
        49251                   0
                                        7.5%



        BURTON  MI              120             $14,347.32
        UNKNW                   117     0.99    15000.00        5/19/07 
        MI              2580217 77.00                   5/19/97
        48509                   0
                                        7.5%



        130  E STRAUB ROAD      120             $24,899.88
        MANSFIELD               117     0.99    42600.00        5/23/07 
        OH              2580218 85.00                   5/23/97
        44907                   0
                                        7.5%



        755  CAMBRIAN DRIVE     120             $42,697.44
        CAMPBELL                117     1.99    75000.00        5/12/07 
        CA              2580219 85.00                   5/12/97
        95008                   0
                                        7.5%



        5765  JENSEN ST 120             $39,472.87
        LAS VEGAS               117     0.99    40000.00        5/19/07 
        NV              2580220 36.00                   5/19/97
        89129                   0
                                        7.5%



        153  BIRCH LANE 120             $19,471.56
        GLENVILLE               117     1.99    21000.00        5/17/07 
        NY              2580221 90.00                   5/17/97
        12302                   0
                                        7.5%



        8146  N W LAKEVIEW DRIVE 120            $28,007.57
        PARKVILLE               117     0.99    70000.00        5/17/07 
        MO              2580222 77.00                   5/17/97
        64152                   0
                                        7.5%



        SHOHOLA  PA             120             $31,986.21
        UNKNW                   117     1.99    32000.00        5/16/07 
        PA              2580223 90.00                   5/17/97
        18458                   0
                                        7.5%



        7625  KIMCOE LANE       120             $91,327.36
        INDIANAPOLIS            117     0.99    141800.00 5/16/07 
        IN              2580224 80.00                   5/16/97
        46254                   0
                                        7.5%





        1900  WEST 55TH STREET
        MISSION HILLS           120     0.99    $47,328.76
        KS              2580225 52.00 117               150000.00 5/17/97
        66208                   0                       12:00 AM
                                        7.5%



        BIRMINGH  AL            120             $16,157.43
        UNKNW                   117     1.99    17000.00        5/19/07 
        AL              2580226 86.00                   5/19/97
        35208                   0
                                        7.5%



        103  HESSIAN AVENUE     120             $12,560.19
        NATIONAL PARK           117     0.99    12800.00        5/19/07 
        NJ              2580227 85.00                   5/19/97
        08063                   0
                                        7.5%



        1760  NISKEY COVE ROAD 120              $41,637.12
        ATLANTA         117     1.99    73900.00        5/19/07 
        GA              2580228 90.00                   5/19/97
        30331                   0
                                        7.5%



        985  TILLSON DRIVE      120             $79,890.74
        ZIONSVILLE              117     0.99    96000.00        5/19/07 
        IN              2580229 80.00                   5/19/97
        46077                   0
                                        7.5%



        MOBILE  AL              120             $67,314.19
        UNKNW                   117     0.99    70000.00        5/19/07 
        AL              2580230 44.00                   5/19/97
        36695                   0
                                        7.5%



        3600  SAINT ANDREWS DRIVE 120           $75,200.00
        SIERRA VISTA            117     0.99    100000.00 5/16/07 
        AZ              2580231 80.00                   5/16/97
        85635                   0
                                        7.5%



        623  GRAND AVENUE       120             $35,211.64
        MANCOS                  117     0.99    50000.00        5/15/07 
        CO              2580232 77.00                   5/15/97
        81328                   0
                                        7.5%



        36  GEORGANNA STREET    120             $9,567.80
        BRAINTREE               116     1.99    20300.00        4/29/07 
        MA              2580233 90.00                   4/29/97
        02184                   0
                                        7.5%



        17006  THE STRAND       120             $70,656.37
        MINNETONKA              117     0.99    79500.00        5/16/07 
        MN              2580234 80.00                   5/16/97
        55345                   0
                                        7.5%



        HACIENDA  HEIGHTS CA    120             $13,716.21
        UNKNW                   117     0.99    20000.00        5/16/07 
        CA              2580235 67.00                   5/16/97
        91745                   0
                                        7.5%





        SILVER  SPRINGS NV
        UNKNW                   120     1.99    $7,819.86
        NV              2580236 90.00 117               11700.00        5/13/97
        89429                   0                       12:00 AM
                                        7.5%



        7  WABAN STREET 120             $22,289.49
        SAUGUS                  117     1.99    22300.00        5/16/07 
        MA              2580237 90.00                   5/16/97
        01906                   0
                                        7.5%



        4809  E LONGDALE DRIVE 120              $9,794.97
        NASHVILLE               117     0.99    10000.00        5/15/07 
        TN              2580238 76.00                   5/15/97
        37211                   0
                                        7.5%



        ALBUQUER  NM            120             $36,700.00
        UNKNW                   117     1.99    36700.00        5/16/07 
        NM              2580239 90.00                   5/16/97
        87123                   0
                                        7.5%



        KENNETT  SQUARE, PA     120             $62,659.63
        UNKNW                   94      0.99    100000.00 6/29/05 
        PA              2580240 36.00                   6/29/95
        19348                   44
                                        7.5%



        MORGAN  HILL CA 120             $44,097.43
        UNKNW                   116     0.99    45000.00        4/12/07 
        CA              2580241 65.00                   4/12/97
        95037                   0
                                        7.5%



        14525  S W 97TH STREET 120              $10,937.71
        MIAMI                   117     0.99    29000.00        5/17/07 
        FL              2580242 80.00                   5/17/97
        33186                   0
                                        7.5%



        WINTER  PARK FL 120             $37,283.33
        UNKNW                   117     0.99    50000.00        5/15/07 
        FL              2580243 75.00                   5/15/97
        32792                   0
                                        7.5%



        1193  HOLTWOOD ROAD     120             $18,544.92
        HOLTWOOD                117     0.99    20000.00        5/15/07 
        PA              2580244 68.00                   5/15/97
        17532                   0
                                        7.5%



        29724  JEFFERSON        120             $24,010.46
        SAINT CLAIR             117     1.99    50000.00        5/5/07 
        MI              2580245 82.00                   5/5/97
        48080                   0
                                        7.5%



        G-5456  W COURT ST      120             $17,087.92
        FLINT                   117     1.99    22700.00        5/12/07 
        MI              2580246 90.00                   5/12/97
        48532                   0
                                        7.5%





        1209  NEWIT VICK DRIVE
        VICKSBURG               120     0.99    $18,249.62
        MS              2580247 65.00 117               20000.00        5/15/97
        39180                   0                       12:00 AM
                                        7.5%



        ALLEN  PARK MI  120             $23,631.36
        UNKNW                   117     0.99    25000.00        5/15/07 
        MI              2580248 73.00                   5/15/97
        48101                   0
                                        7.5%



        EDISON  NJ              120             $11,776.21
        UNKNW                   117     1.99    25000.00        5/15/07 
        NJ              2580249 85.00                   5/15/97
        08837                   0
                                        7.5%



        74  ST. ANDREWS FAIRWAY 120             $25,852.72
        MEMPHIS         117     1.99    26200.00        5/15/07 
        TN              2580250 85.00                   5/15/97
        38111                   0
                                        7.5%



        79  CORRAL DRIVE        120             $42,418.32
        PENFIELD                117     0.99    47000.00        5/9/07 
        NY              2580251 80.00                   5/14/97
        14526                   0
                                        7.5%



        2880  MASON             120             $78,822.22
        HUDSONVILLE             117     0.99    80000.00        5/16/07 
        MI              2580252 79.00                   5/16/97
        49426                   0
                                        7.5%



        29  HAMILTON COURT      120             $17,954.00
        WHIPPANY                117     0.99    18000.00        5/16/07 
        NJ              2580253 80.00                   5/16/97
        07981                   0
                                        7.5%



        9  BRIARWOOD DRIVE      120             $77,051.42
        MATAWAN         117     0.99    94600.00        5/16/07 
        NJ              2580254 80.00                   5/16/97
        07747                   0
                                        7.5%



        2605  LINKS ENDS        120             $28,878.52
        ROWSELL         117     0.99    50000.00        5/14/07 
        GA              2580255 72.00                   5/14/97
        30076                   0
                                        7.5%



        14952  AIMY DRIVE       120             $8,570.84
        MONROE                  117     1.99    11300.00        5/14/07 
        MI              2580256 90.00                   5/14/97
        48161                   0
                                        7.5%



        MOUND  MN               120             $39,376.50
        UNKNW                   117     0.99    40000.00        5/14/07 
        MN              2580257 39.00                   5/14/97
        55364                   0
                                        7.5%





        775  COMANCHE LANE
        FRANKLIN LAKES  120     0.99    $43,546.09
        NJ              2580258 79.00 117               70000.00        5/14/97
        07417                   0                       12:00 AM
                                        7.5%



        436  LORRAINE AVENUE    120             $8,798.52
        MIDDLESEX               117     1.99    10000.00        5/14/07 
        NJ              2580259 86.00                   5/14/97
        08846                   0
                                        7.5%



        211  MOBILE DRIVE       120             $19,240.42
        GREECE                  117     1.99    20100.00        5/5/07 
        NY              2580260 90.00                   5/5/97
        14616                   0
                                        7.5%



        AMHERST  NY             120             $13,241.66
        UNKNW                   117     1.99    13500.00        5/5/07 
        NY              2580261 90.00                   5/5/97
        14228                   0
                                        7.5%



        5825  HARTLAKE RD.      120             $39,006.63
        OTTER LAKE              117     0.99    40000.00        5/14/07 
        MI              2580262 27.00                   5/14/97
        48464                   0
                                        7.5%



        639  ANTIQUITY DRIVE    120             $29,800.00
        FAIRFIELD               117     1.99    29800.00        5/8/07 
        CA              2580263 15.00                   5/8/97
        94585                   0
                                        7.5%



        3726  FAIRWAY DRIVE     120             $29,769.39
        ARNOLD                  117     0.99    30000.00        5/14/07 
        CA              2580264 71.00                   5/14/97
        95223                   0
                                        7.5%



        3505  GREYFIELD LANE    119             $9,004.27
        KENNESAW                116     0.99    10000.00        4/26/07 
        GA              2580265 72.00                   5/15/97
        30152                   0
                                        7.5%



        SAN  JOSE CA            120             $14,208.09
        UNKNW                   117     0.99    20000.00        5/5/07 
        CA              2580266 53.00                   5/5/97
        95123                   0
                                        7.5%



        35  REGAL COURT 120             $30,000.00
        BABSON PARK             117     0.99    30000.00        5/12/07 
        FL              2580267 80.00                   5/12/97
        33827                   0
                                        7.5%



        5001  ADELAIDE COURT    120             $28,704.20
        WINNEMUCCA              117     0.99    50000.00        5/12/07 
        NV              2580268 70.00                   5/12/97
        89445                   0
                                        7.5%





        19  WAYNE COURT
        REDWOOD CITY            120     0.99    $30,000.00
        CA              2580269 41.00 117               30000.00        5/12/97
        94063                   0                       12:00 AM
                                        7.5%



        OLIVE  BRANCH MS        120             $22,100.00
        UNKNW                   116     1.99    22100.00        4/30/07 
        MS              2580270 90.00                   4/30/97
        38654                   0
                                        7.5%



        3333  LOCKHEAD  120             $13,604.22
        BURTON                  117     1.99    26600.00        5/12/07 
        MI              2580271 90.00                   5/12/97
        48529                   0
                                        7.5%



        816  TACKEN             120             $50,000.00
        FLINT                   117     1.99    50000.00        5/12/07 
        MI              2580272 85.00                   5/12/97
        48532                   0
                                        7.5%



        1005  FRY ROAD  120             $80,000.00
        GREENWOOD               117     0.99    80000.00        5/12/07 
        IN              2580273 67.00                   5/12/97
        46142                   0
                                        7.5%



        3  CONTRA COSTA PLACE   120             $40,868.00
        OAKLAND         117     0.99    114000.00 5/13/07 
        CA              2580274 80.00                   5/13/97
        94618                   0
                                        7.5%



        95  HARVARD AVENUE      120             $47,383.50
        MAPLEWOOD               117     1.99    48000.00        5/13/07 
        NJ              2580275 90.00                   5/13/97
        07040                   0
                                        7.5%



        3140  SMITH ROAD        120             $14,907.99
        LAMBERTVILLE            117     0.99    15000.00        5/13/07 
        MI              2580276 76.00                   5/13/97
        48144                   0
                                        7.5%



        201  KRISTEN LANE       120             $41,700.00
        CHESTER         117     1.99    41700.00        5/13/07 
        VA              2580277 86.00                   5/13/97
        23831                   0
                                        7.5%



        12520  TURKS TURN       120             $40,173.79
        ANCHORAGE               117     1.99    50000.00        5/14/07 
        AK              2580278 87.00                   5/14/97
        99516                   0
                                        7.5%



        10021  MATHEW AVENUE NE 120             $53,983.65
        ALBUQUERQUE             117     1.99    54400.00        5/7/07 
        NM              2580279 90.00                   5/7/97
        87112                   0
                                        7.5%





        26  W 703 LINDSEY
        WINFIELD                120     1.99    $224.04
        IL              2580280 90.00 117               73100.00        5/15/97
        60190                   0                       12:00 AM
                                        7.5%



        NORTH  BERWICK ME       120             $20,000.00
        UNKNW                   117     1.99    20000.00        5/7/07 
        ME              2580281 88.00                   5/7/97
        03906                   0
                                        7.5%



        STONE  MOUNTAIN GA      120             $27,750.00
        UNKNW                   117     1.99    27800.00        5/9/07 
        GA              2580282 90.00                   5/9/97
        30087                   0
                                        7.5%



        12876  CRAIG DRIVE      120             $25,860.00
        RANCHO          117     1.99    25800.00        5/2/07 
        CA              2580283 10.00                   5/12/97
        91739                   0
                                        7.5%



        312  GREATVIEW CIRCLE   120             $9,698.47
        HOOVER                  117     0.99    10000.00        5/12/07 
        AL              2580284 61.00                   5/12/97
        35226                   0
                                        7.5%



        1204T  S HIGH STREET    120             $9,982.58
        BURLINGTON              117     1.99    10800.00        5/9/07 
        NJ              2580285 90.00                   5/9/97
        08016                   0
                                        7.5%



        2803  MARQUETTE DRIVE   120             $34,159.33
        ST CLOUD                117     1.99    40000.00        5/8/07 
        MN              2580286 83.00                   5/9/97
        56301                   0
                                        7.5%



        SULPHUR  LA             120             $23,738.60
        UNKNW                   117     0.99    28000.00        5/6/07 
        LA              2580287 36.00                   5/6/97
        70663                   0
                                        7.5%



        1107  FAIRWAY DRIVE     120             $28,283.83
        WINTER PARK             117     0.99    30000.00        5/5/07 
        FL              2580288 73.00                   5/5/97
        32789                   0
                                        7.5%



        1932  HUIZENS S.W.      120             $11,666.94
        WYOMING         117     1.99    38200.00        5/5/07 
        MI              2580289 90.00                   5/5/97
        49509                   0
                                        7.5%



        210  W. HILLSIDE DRIVE 120              $24,907.88
        FARMINGTON              117     0.99    25000.00        5/12/07 
        MO              2580290 78.00                   5/12/97
        63640                   0
                                        7.5%





        SOUTHFIE  MI
        UNKNW                   120     0.99    $29,894.00
        MI              2580291 75.00 117               30000.00        5/9/97
        48076                   0                       12:00 AM
                                        7.5%



        4393  DEXTER TOWN HALL 120              $14,899.32
        DEXTER                  117     1.99    16600.00        5/3/07 
        MI              2580292 88.00                   5/3/97
        48130                   0
                                        7.5%



        899  BELLE ST.  120             $11,849.72
        WATERLOO                117     0.99    30000.00        5/9/07 
        IA              2580293 71.00                   5/9/97
        50702                   0
                                        7.5%



        2946  ANN MARIE LANE    120             $4,624.25
        REX                     117     0.99    10000.00        5/8/07 
        GA              2580294 48.00                   5/8/97
        30273                   0
                                        7.5%



        69  NOBADEER ROAD       120             $49,920.43
        CENTERVILLE             117     0.99    50000.00        5/10/07 
        MA              2580295 70.00                   5/10/97
        02632                   0
                                        7.5%



        4620  PERIWINKLE COURT N W 120          $10,476.82
        ALBUQUERQUE             117     1.99    10500.00        5/10/07 
        NM              2580296 90.00                   5/10/97
        87120                   0
                                        7.5%



        1340  WOO BOULEVARD     120             $48,721.60
        ANCHORAGE               117     0.99    94000.00        5/9/07 
        AK              2580297 75.00                   5/9/97
        99515                   0
                                        7.5%



        1353  W 109TH PLACE     120             $5,471.90
        CHICAGO         117     0.99    20000.00        5/10/07 
        IL              2580298 47.00                   5/10/97
        60643                   0
                                        7.5%



        8647  HAVENHURST DRIVE 120              $6,895.23
        GERMANTOWN              117     0.99    18600.00        5/10/07 
        TN              2580299 80.00                   5/10/97
        38138                   0
                                        7.5%



        78  BROOKSIDE ROAD      120             $16,494.00
        NEEDHAM         117     0.99    30000.00        5/9/07 
        MA              2580300 80.00                   5/9/97
        02192                   0
                                        7.5%



        6815  LONG ROAD 120             $4,311.90
        CHARLOTTE               116     1.99    56500.00        4/14/07 
        NC              2580301 41.00                   4/14/97
        28227                   0
                                        7.5%





        MARGATE  FL
        UNKNW                   120     0.99    $24,029.39
        FL              2580302 28.00 117               25000.00        5/10/97
        33063                   0                       12:00 AM
                                        7.5%



        1665  ASHLEY LAKE ROAD 120              $12,306.36
        KALISPELL               117     0.99    50000.00        5/9/07 
        MT              2580303 63.00                   5/9/97
        59901                   0
                                        7.5%



        3708  MT. VERNON DRIVE 120              $17,826.60
        LAKE ORION              117     1.99    18000.00        5/9/07 
        MI              2580304 89.00                   5/9/97
        48360                   0
                                        7.5%



        195  MAIN STREET        120             $12,670.62
        HANSON                  117     1.99    15000.00        5/9/07 
        MA              2580305 89.00                   5/9/97
        02341                   0
                                        7.5%



        100  FOX STREET 120             $21,761.86
        SPRINGFIELD             117     0.99    24300.00        5/9/07 
        GA              2580306 75.00                   5/9/97
        31329                   0
                                        7.5%



        11245  HILL ROAD        120             $4,240.07
        GOODRICH                117     0.99    84600.00        5/9/07 
        MI              2580307 85.00                   5/9/97
        48438                   0
                                        7.5%



        FENTON  MI              120             $46,139.69
        UNKNW                   117     1.99    53500.00        5/9/07 
        MI              2580308 90.00                   5/9/97
        48430                   0
                                        7.5%



        CLAYTON  CA             120             $8,352.71
        UNKNW                   117     0.99    21300.00        5/9/07 
        CA              2580309 80.00                   5/9/97
        94517                   0
                                        7.5%



        INDIANAP  IN            120             $29,763.85
        UNKNW                   117     0.99    30000.00        5/9/07 
        IN              2580310 79.00                   5/9/97
        46234                   0
                                        7.5%



        4100  RHODES AVENUE     120             $24,430.06
        STUDIO CITY             117     0.99    26000.00        5/10/07 
        CA              2580311 82.00                   5/10/97
        91604                   0
                                        7.5%



        705  WEST MUSSER STREET 120             $35,614.63
        CARSON CITY             117     0.99    40000.00        5/9/07 
        NV              2580312 75.00                   5/9/97
        89703                   0
                                        7.5%





        1  STACEY LANE
        HOPKINTON               120     0.99    $6,178.16
        RI              2580313 80.00 117               22000.00        5/9/97
        02833                   0                       12:00 AM
                                        7.5%



        BETTENDO  IA            120             $28,697.71
        UNKNW                   117     0.99    29900.00        5/9/07 
        IA              2580314 80.00                   5/9/97
        52722                   0
                                        7.5%



        32343  SHERIDAN 120             $14,807.71
        GARDEN CITY             117     1.99    15000.00        5/8/07 
        MI              2580315 90.00                   5/8/97
        48135                   0
                                        7.5%



        221  MAPLE STREET       120             $11,033.63
        LAKE ODESSA             117     0.99    30000.00        5/8/07 
        MI              2580316 55.00                   5/8/97
        48849                   0
                                        7.5%



        BRICK  NJ               120             $23,154.67
        UNKNW                   117     1.99    23100.00        5/9/07 
        NJ              2580317 90.00                   5/9/97
        08723                   0
                                        7.5%



        245  MOSELEY CROSSING  120              $9,263.93
        STOCKBRIDGE             117     0.99    20900.00        5/8/07 
        GA              2580318 80.00                   5/8/97
        30281                   0
                                        7.5%



        260  E 320TH STREET     120             $35,401.11
        WILLOWICK               117     0.99    50000.00        5/9/07 
        OH              2580319 38.00                   5/9/97
        44095                   0
                                        7.5%



        1401  OLIVE LANE        120             $19,900.00
        DAUPHIN ISLAND          117     0.99    30000.00        5/8/07 
        AL              2580320 37.00                   5/8/97
        36528                   0
                                        7.5%



        R  R 1 BOX 285  120             $16,602.34
        12504 HIGHWA            117     1.99    20000.00        5/9/07 
        IA              2580321 90.00                   5/9/97
        50478                   0
                                        7.5%



        WEST  LONG BRANCH NJ    120             $29,837.52
        UNKNW                   117     1.99    50000.00        5/6/07 
        NJ              2580322 90.00                   5/6/97
        07764                   0
                                        7.5%



        1952  COUNTY ROAD 4 N E 120             $34,836.32
        ATWATER         117     0.99    38500.00        5/8/07 
        MN              2580323 75.00                   5/8/97
        56209                   0
                                        7.5%





        350  MAIN STREET
        MATAWAN         120     1.99    $13,698.43
        NJ              2580324 90.00 117               28200.00        5/9/97
        07747                   0                       12:00 AM
                                        7.5%



        1627  STACK ROAD        120             $12,433.65
        MONROE                  117     1.99    13000.00        5/1/07 
        NC              2580325 90.00                   5/1/97
        28112                   0
                                        7.5%



        KENNER  LA              120             $8,676.87
        UNKNW                   117     0.99    10000.00        5/9/07 
        LA              2580326 48.00                   5/9/97
        70065                   0
                                        7.5%



        13724  BERKLEY DAVIS DRIVE 120          $14,489.71
        CHESTERFIELD            117     1.99    26000.00        5/8/07 
        VA              2580327 90.00                   5/8/97
        23838                   0
                                        7.5%



        27  ANDERSON AVENUE     120             $30,260.67
        BERGENFIELD             117     0.99    32000.00        5/5/07 
        NJ              2580328 80.00                   5/5/97
        07621                   0
                                        7.5%



        1850  HICKORY BARK LANE 120             $42,238.11
        BLOOMFIELD              117     0.99    43000.00        5/8/07 
        MI              2580329 61.00                   5/8/97
        48304                   0
                                        7.5%



        209  S. SHERMAN 119             $11,268.95
        LESLIE                  116     1.99    12900.00        4/30/07 
        MI              2580330 90.00                   5/2/97
        49251                   0
                                        7.5%



        1075  BROOKSIDE DRIVE   120             $36,856.41
        GRAND LEDGE             117     0.99    40000.00        5/8/07 
        MI              2580331 65.00                   5/8/97
        48837                   0
                                        7.5%



        1310  SOUTH EVERGREEN  120              $12,623.81
        SHAWANO         117     0.99    25000.00        5/8/07 
        WI              2580332 55.00                   5/8/97
        54166                   0
                                        7.5%



        356  ELLIOT PLACE       120             $34,798.53
        PARAMUS         117     1.49    50000.00        5/6/07 
        NJ              2580333 70.00                   5/8/97
        07652                   0
                                        7.5%



        O'FALLON  MO            120             $15,000.00
        UNKNW                   117     1.99    15000.00        5/8/07 
        MO              2580334 90.00                   5/8/97
        63366                   0
                                        7.5%





        JEFFERSO  OR
        UNKNW                   120     0.99    $19,266.25
        OR              2580335 63.00 117               20000.00        5/6/97
        97352                   0                       12:00 AM
                                        7.5%



        133  BRUSH HOLLOW       120             $77,963.50
        RYE BROOK               117     0.99    99000.00        5/8/07 
        NY              2580336 34.00                   5/8/97
        10573                   0
                                        7.5%



        405  ARLINGTON ROAD     120             $24,715.85
        SAVANNAH                117     0.99    30000.00        5/8/07 
        GA              2580337 64.00                   5/8/97
        31419                   0
                                        7.5%



        BELOIT  WI              120             $7,061.35
        UNKNW                   117     0.99    10000.00        5/8/07 
        WI              2580338 17.00                   5/8/97
        53511                   0
                                        7.5%



        9372  WILLOW OAK ROAD   120             $26,936.46
        SALINAS         117     0.99    43200.00        5/7/07 
        CA              2580339 80.00                   5/7/97
        93907                   0
                                        7.5%



        3988  GREEN CORNERS RD. 120             $4,134.45
        METAMORA                116     1.99    12400.00        4/29/07 
        MI              2580340 84.00                   4/29/97
        48455                   0
                                        7.5%



        16  OLD LONG PLAIN ROAD 120             $23,254.38
        LEVERETT                117     1.99    25000.00        5/5/07 
        MA              2580341 86.00                   5/5/97
        01054                   0
                                        7.5%



        1259  MILES ROAD        120             $42,944.56
        MERCED                  117     1.99    61600.00        5/6/07 
        CA              2580342 90.00                   5/6/97
        95340                   0
                                        7.5%



        621  10TH STREET        120             $19,212.15
        OREGON CITY             117     0.99    50000.00        5/7/07 
        OR              2580343 87.00                   5/7/97
        97045                   0
                                        7.5%



        6340  W. EATON HIGHWAY 120              $9,464.96
        LANSING         117     0.99    10000.00        5/7/07 
        MI              2580344 63.00                   5/7/97
        48906                   0
                                        7.5%



        TORRANCE  CA            120             $19,995.93
        UNKNW                   116     0.99    20000.00        4/28/07 
        CA              2580345 71.00                   4/30/97
        90504                   0
                                        7.5%





        SALEM  OR
        UNKNW                   120     0.99    $6,097.83
        OR              2580346 58.00 117               40000.00        5/8/97
        97304                   0                       12:00 AM
                                        7.5%



        1321  BISHOP ROAD       120             $15,849.98
        GROSSE POINTE           117     0.99    24400.00        5/7/07 
        MI              2580347 80.00                   5/7/97
        48230                   0
                                        7.5%



        5085  HIGH HOLLY BYRON  119             $27,080.56
        HOLLEY                  116     0.99    50000.00        4/30/07 
        NY              2580348 67.00                   5/2/97
        14470                   0
                                        7.5%



        1122  HILLGATE WAY      120             $25,482.43
        LANSING         117     1.99    25500.00        5/8/07 
        MI              2580349 90.00                   5/8/97
        48912                   0
                                        7.5%



        5  CARY AVENUE  120             $9,404.15
        OAKFIELD                117     1.99    19200.00        5/8/07 
        NY              2580350 90.00                   5/8/97
        14125                   0
                                        7.5%



        10  BEECHWOOD COURT     120             $9,074.53
        NEWINGTON               117     1.99    12300.00        5/7/07 
        CT              2580351 90.00                   5/7/97
        06111                   0
                                        7.5%



        ROCKLAND  ME            120             $10,759.29
        UNKNW                   117     1.99    10800.00        5/7/07 
        ME              2580352 90.00                   5/7/97
        04841                   0
                                        7.5%



        SANTA  ANA CA           120             $17,900.75
        UNKNW                   117     0.99    18000.00        5/7/07 
        CA              2580353 63.00                   5/7/97
        92704                   0
                                        7.5%



        23558  BURBANK BOULEVARD 120            $36,673.09
        WOODLAND HILLS          117     0.99    40000.00        5/5/07 
        CA              2580354 79.00                   5/5/97
        91367                   0
                                        7.5%



        5919  POST ROAD 120             $70,345.72
        NASHVILLE               117     1.99    100000.00 5/6/07 
        TN              2580355 88.00                   5/6/97
        37205                   0
                                        7.5%



        6090  N. MCKINLEY       120             $10,895.53
        FLUSHING                117     0.99    35000.00        5/7/07 
        MI              2580356 67.00                   5/7/97
        48433                   0
                                        7.5%





        MARLBORO  NJ
        UNKNW                   120     1.99    $34,705.00
        NJ              2580357 77.00 117               44000.00        5/9/97
        07746                   0                       12:00 AM
                                        7.5%



        1263  QUIET CIRCLE      120             $36,948.19
        CONCORD         117     1.99    37500.00        5/7/07 
        CA              2580358 90.00                   5/7/97
        94521                   0
                                        7.5%



        MOORHEAD  MN            120             $22,258.20
        UNKNW                   117     1.99    22300.00        5/7/07 
        MN              2580359 90.00                   5/7/97
        56560                   0
                                        7.5%



        10301  ISLAND VIEW DRIVE 120            $15,855.03
        OKLAHOMA CITY           117     0.99    25000.00        5/7/07 
        OK              2580360 79.00                   5/7/97
        73162                   0
                                        7.5%



        1041  SUMMERSONG COURT 120              $47,763.34
        SAN JOSE                117     1.99    48000.00        5/6/07 
        CA              2580361 90.00                   5/7/97
        95132                   0
                                        7.5%



        34279  BARNFIELD PLACE 120              $17,537.89
        FREMONT         117     1.99    17600.00        5/5/07 
        CA              2580362 90.00                   5/7/97
        94555                   0
                                        7.5%



        1805  LAWNVIEW DRIVE    120             $3,587.08
        FREDERICK               117     1.99    10000.00        5/5/07 
        MD              2580363 89.00                   5/5/97
        21702                   0
                                        7.5%



        2032  WATERFALL COURT   120             $43,408.18
        MODESTO         117     1.99    43900.00        5/2/07 
        CA              2580364 90.00                   5/2/97
        95355                   0
                                        7.5%



        3807  RIVERTON AVENUE   120             $8,369.21
        EAGAN                   117     0.99    10000.00        5/1/07 
        MN              2580365 65.00                   5/5/97
        55122                   0
                                        7.5%



        2214  HIGH POINT        120             $136.10
        SLATINGTON              116     1.99    30000.00        4/30/07 
        PA              2580366 90.00                   4/30/97
        18080                   0
                                        7.5%



        760  STONE HARBOR       120             $4,000.00
        MARIETTA                117     1.99    17200.00        5/5/07 
        GA              2580367 90.00                   5/5/97
        30060                   0
                                        7.5%





        OLD  WOOD ROAD
        RUTLAND         120     0.99    $113,000.00
        VT              2580368 67.00 117               113000.00 5/5/97
        05701                   0                       12:00 AM
                                        7.5%



        153  PALISADE AVENUE    120             $29,069.12
        BOGOTA                  117     0.99    30000.00        5/6/07 
        NJ              2580369 78.00                   5/6/97
        07603                   0
                                        7.5%



        NEWARK  NJ              120             $34,601.42
        UNKNW                   117     1.99    35000.00        5/5/07 
        NJ              2580370 84.00                   5/6/97
        07106                   0
                                        7.5%



        G-5330  REUBEN ST       120             $42,900.00
        FLINT                   117     0.99    50000.00        5/6/07 
        MI              2580371 53.00                   5/6/97
        48532                   0
                                        7.5%



        8  PINEHURST DRIVE      120             $57,296.43
        PURCHASE                117     1.99    80000.00        5/6/07 
        NY              2580372 81.00                   5/6/97
        10577                   0
                                        7.5%



        COLUMBIA  PA            120             $58,143.78
        UNKNW                   117     0.99    100000.00 5/5/07 
        PA              2580373 79.00                   5/6/97
        17512                   0
                                        7.5%



        7615  BRIGHAM DRIVE     120             $18,976.62
        ATLANTA         117     0.99    30000.00        5/2/07 
        GA              2580374 74.00                   5/2/97
        30350                   0
                                        7.5%



        DALLAS  GA              120             $8,100.00
        UNKNW                   117     0.99    13300.00        5/3/07 
        GA              2580375 80.00                   5/3/97
        30132                   0
                                        7.5%



        103  BUCKEYE LANE       120             $8,148.34
        RADFORD         117     0.99    30000.00        5/3/07 
        VA              2580376 78.00                   5/3/97
        24141                   0
                                        7.5%



        125  2ND AVENUE NORTHWEST 120           $15,242.18
        OELWEIN         117     0.99    20000.00        5/3/07 
        IA              2580377 80.00                   5/3/97
        50662                   0
                                        7.5%



        MARLBORO  NJ            120             $39,624.95
        UNKNW                   117     1.99    40000.00        5/3/07 
        NJ              2580378 90.00                   5/3/97
        07746                   0
                                        7.5%





        1091  TREELINE DRIVE
        ALLENTOWN               120     1.99    $29,956.85
        PA              2580379 83.00 116               30000.00        4/25/97
        18103                   0                       12:00 AM
                                        7.5%



        723  ARBOR RD.  120             $28,647.94
        PARAMUS         117     1.99    30000.00        5/8/07 
        NJ              2580380 45.00                   5/8/97
        07652                   0
                                        7.5%



        CHARLOTT  MI            120             $47,815.76
        UNKNW                   116     0.99    50000.00        4/25/07 
        MI              2580381 77.00                   4/25/97
        48813                   0
                                        7.5%



        WESTMINS  CA            120             $15,760.32
        UNKNW                   117     0.99    20000.00        5/5/07 
        CA              2580382 72.00                   5/5/97
        92683                   0
                                        7.5%



        7122  S W 8TH AVENUE    120             $61,164.22
        PORTLAND                117     0.99    69000.00        5/5/07 
        OR              2580383 80.00                   5/5/97
        97219                   0
                                        7.5%



        508  TESLIN COURT       120             $12,226.32
        BAKERSFIELD             117     1.99    12500.00        5/5/07 
        CA              2580384 90.00                   5/5/97
        93308                   0
                                        7.5%



        KENTWOOD  MI            120             $9,994.23
        UNKNW                   117     1.99    10000.00        5/2/07 
        MI              2580385 88.00                   5/2/97
        49508                   0
                                        7.5%



        7496  W. LEONARD        120             $26,411.49
        EASTMANVILLE            117     0.99    75000.00        5/5/07 
        MI              2580386 48.00                   5/5/97
        49404                   0
                                        7.5%



        31  JAMES STREET        120             $12,199.05
        COHOES                  117     1.99    12600.00        5/2/07 
        NY              2580387 90.00                   5/2/97
        12047                   0
                                        7.5%



        1132  CLOVERDALE DRIVE 120              $12,612.45
        GREENVILLE              117     0.99    15000.00        5/2/07 
        MS              2580388 79.00                   5/2/97
        38701                   0
                                        7.5%



        597  CORN NECK RD       119             $20,265.00
        BLOCK ISLAND            116     0.99    50000.00        4/30/07 
        RI              2580389 56.00                   5/2/97
        02807                   0
                                        7.5%





        307  SPRINGFIELD
        PARK FOREST             120     0.99    $7,746.73
        IL              2580390 66.00 116               10000.00        4/25/97
        60466                   0                       12:00 AM
                                        7.5%



        115  WILLOW LAWN DR.    120             $1,600.00
        WAVERLY         116     0.99    20000.00        4/25/07 
        IA              2580391 80.00                   4/25/97
        50677                   0
                                        7.5%



        5087  LAUR ROAD 120             $27,941.00
        NORTH BRANCH            117     1.99    29200.00        5/2/07 
        MI              2580392 90.00                   5/2/97
        48461                   0
                                        7.5%



        CONYERS  GA             120             $12,980.13
        UNKNW                   117     0.99    15000.00        5/2/07 
        GA              2580393 87.00                   5/2/97
        30208                   0
                                        7.5%



        CLARKSTO  MI            120             $3,813.97
        UNKNW                   117     0.99    10000.00        5/1/07 
        MI              2580394 59.00                   5/1/97
        48346                   0
                                        7.5%



        WETUMKA  OK             120             $3,913.96
        UNKNW                   116     0.99    19000.00        4/25/07 
        OK              2580395 80.00                   4/25/97
        74883                   0
                                        7.5%



        1805  SYCAMORE  120             $44,454.30
        GRANGER         117     0.99    55000.00        5/2/07 
        IA              2580396 46.00                   5/3/97
        50109                   0
                                        7.5%



        206  GRATTON STREET     120             $23,817.15
        BURLINGTON              117     1.99    24000.00        5/3/07 
        IA              2580397 71.00                   5/3/97
        52601                   0
                                        7.5%



        PHOENIX  AZ             120             $25,214.35
        UNKNW                   117     0.99    30000.00        5/3/07 
        AZ              2580398 45.00                   5/3/97
        85029                   0
                                        7.5%



        SEVEN  SPRINGS NC       120             $13,614.61
        UNKNW                   116     0.99    14100.00        4/26/07 
        NC              2580399 80.00                   4/26/97
        28578                   0
                                        7.5%



        8960  AUTUMNGLO DRIVE   120             $31,951.29
        CLARKSTON               117     1.99    230000.00 5/2/07 
        MI              2580400 90.00                   5/2/97
        48348                   0
                                        7.5%





        2428  EAST VERMONTVILLE 
        CHARLOTTE               120     0.99    $40,546.86
        MI              2580401 75.00 117               100000.00 5/2/97
        48813                   0                       12:00 AM
                                        7.5%



        120  N VAN DYKE 120             $9,716.61
        MARLETTE                117     1.99    11200.00        5/1/07 
        MI              2580402 87.00                   5/1/97
        48453                   0
                                        7.5%



        406  BOWER HILL ROAD    119             $36,550.95
        VENETIA         116     0.99    50000.00        4/29/07 
        PA              2580403 53.00                   5/2/97
        15367                   0
                                        7.5%



        BURNSVIL  MN            120             $36,752.52
        UNKNW                   117     1.99    36900.00        5/2/07 
        MN              2580404 90.00                   5/2/97
        55337                   0
                                        7.5%



        OREGON  CITY OR 120             $6,807.93
        UNKNW                   116     0.99    15000.00        4/29/07 
        OR              2580405 40.00                   4/29/97
        97045                   0
                                        7.5%



        112  PRAIRIE            119             $11,300.42
        OKTAHA                  116     1.99    13000.00        4/30/07 
        OK              2580406 88.00                   5/2/97
        74450                   0
                                        7.5%



        751  LOS COCHES AVENUE 120              $11,182.56
        SALINAS         117     0.99    15000.00        5/1/07 
        CA              2580407 71.00                   5/1/97
        93906                   0
                                        7.5%



        4  TEAL DRIVE           120             $5,959.26
        LANGHORNE               117     0.99    10000.00        5/2/07 
        PA              2580408 49.00                   5/2/97
        19047                   0
                                        7.5%



        1098  LORI STREET       120             $17,990.91
        YPSILANTI               117     1.99    18600.00        5/2/07 
        MI              2580409 90.00                   5/2/97
        48198                   0
                                        7.5%



        81  ANDERSON ROAD       120             $14,199.84
        WINDHAM         117     0.99    20000.00        5/2/07 
        ME              2580410 79.00                   5/2/97
        04062                   0
                                        7.5%



        PINEVILL  MO            120             $9,236.16
        UNKNW                   116     0.99    10000.00        4/30/07 
        MO              2580411 66.00                   4/30/97
        64856                   0
                                        7.5%





        BERLIN  MD
        UNKNW                   120     0.99    $5,727.56
        MD              2580412 65.00 117               10000.00        5/1/97
        21811                   0                       12:00 AM
                                        7.5%



        FORREST  ROAD 80        120             $24,959.84
        PRESCOTT                117     0.99    30000.00        5/1/07 
        AZ              2580413 68.00                   5/1/97
        86302                   0
                                        7.5%



        813  E SCOTT AVENUE     119             $38,835.92
        GILBERT         116     0.99    43400.00        4/29/07 
        AZ              2580414 80.00                   5/1/97
        85234                   0
                                        7.5%



        3049  12TH STREET       120             $19,481.27
        NEW BRIGHTON            117     0.99    35000.00        5/1/07 
        MN              2580415 71.00                   5/1/97
        55112                   0
                                        7.5%



        6202  HOMESTEAD DRIVE   120             $8,591.46
        PLACERVILLE             117     1.99    19400.00        5/1/07 
        CA              2580416 90.00                   5/1/97
        95667                   0
                                        7.5%



        4  RAINBOW TRAIL        120             $13,485.94
        HIGHLAND LAKES          116     0.99    20000.00        4/29/07 
        NJ              2580417 46.00                   4/30/97
        07422                   0
                                        7.5%



        1801  SOUTHPOINTE CIRCLE 120            $57,080.89
        HOOVER                  117     0.99    63000.00        5/1/07 
        AL              2580418 80.00                   5/1/97
        35224                   0
                                        7.5%



        12300  SHADY LAKE PLACE 120             $14,869.79
        RICHMOND                117     0.99    50000.00        5/1/07 
        VA              2580419 60.00                   5/1/97
        23233                   0
                                        7.5%



        38486  HARTWELL 120             $96,000.00
        STERLING                117     0.99    96000.00        5/1/07 
        MI              2580420 79.00                   5/1/97
        48312                   0
                                        7.5%



        BERKLEY  MI             120             $7,476.87
        UNKNW                   116     0.99    20000.00        4/29/07 
        MI              2580421 58.00                   4/29/97
        48072                   0
                                        7.5%



        14917  WHITE OAK DR     120             $59,700.00
        BURNSVILLE              116     1.99    59700.00        4/25/07 
        MN              2580422 90.00                   4/25/97
        55306                   0
                                        7.5%





        6906  IVISON ROAD
        BYRON                   120     0.99    $18,991.31
        NY              2580423 79.00 116               20000.00        4/30/97
        14422                   0                       12:00 AM
                                        7.5%



        44  HURTLE AVENUE       120             $27,274.23
        WORCESTER               116     0.99    27300.00        4/17/07 
        MA              2580424 80.00                   4/23/97
        01604                   0
                                        7.5%



        PACIFICA  CA            120             $3,953.27
        UNKNW                   116     0.99    20000.00        4/28/07 
        CA              2580425 75.00                   4/30/97
        94044                   0
                                        7.5%



        2008  TAFT AVENUE       120             $9,473.62
        BERKELEY                116     0.99    19600.00        4/28/07 
        IL              2580426 80.00                   4/28/97
        60163                   0
                                        7.5%



        1176  WEST VALLEY VIEW  120             $11,975.51
        LARKSPUR                116     0.99    12000.00        4/30/07 
        CO              2580427 66.00                   4/30/97
        80118                   0
                                        7.5%



        BOX  2309 HALLS POND ROAD 120           $13,885.85
        SALEM                   116     0.99    25000.00        4/30/07 
        NY              2580428 53.00                   4/30/97
        12865                   0
                                        7.5%



        18  TICE ROAD           120             $7,219.02
        HEWITT                  116     0.99    75000.00        4/30/07 
        NJ              2580429 65.00                   4/30/97
        07421                   0
                                        7.5%



        750  FAIRFIELD LANE     120             $14,697.89
        ALGONQUIN               116     0.99    24500.00        4/30/07 
        IL              2580430 53.00                   4/30/97
        60102                   0
                                        7.5%



        7458  SANTA BARBARA DRIVE 120           $25,114.46
        ROHNERT PARK            116     1.99    25600.00        4/30/07 
        CA              2580431 90.00                   4/30/97
        94928                   0
                                        7.5%



        37829  CARPATHIA        120             $27,621.74
        STERLING                116     0.99    95100.00        4/29/07 
        MI              2580432 80.00                   4/29/97
        48310                   0
                                        7.5%



        WATERFOR  MI            120             $17,000.00
        UNKNW                   116     1.99    17000.00        4/30/07 
        MI              2580433 90.00                   4/30/97
        48329                   0
                                        7.5%





        4514  S. SKIPWORTH ROAD
        SPOKANE         120     4.00    $11,134.13
        WA              2580434 10.00 117               14800.00        5/5/97
        99206                   0                       12:00 AM
                                        7.22%



        953  PINES TERRACE      120             $29,142.91
        FRANKLIN LAKES          116     1.99    29200.00        4/28/07 
        NJ              2580435 80.00                   4/28/97
        07417                   0
                                        7.5%



        13154  GATEHALL AVENUE 120              $3,008.35
        CORONA                  116     1.99    10400.00        4/29/07 
        CA              2580436 90.00                   4/29/97
        91719                   0
                                        7.5%



        KEENE  NH               120             $11,968.44
        UNKNW                   116     0.99    15000.00        4/29/07 
        NH              2580437 64.00                   4/29/97
        03431                   0
                                        7.5%



        BRICK  NJ               120             $19,450.70
        UNKNW                   116     0.99    20000.00        4/29/07 
        NJ              2580438 78.00                   4/29/97
        08724                   0
                                        7.5%



        7295  TWIN CANYON       120             $45,189.52
        LAMBERTVILLE            116     0.99    45300.00        4/28/07 
        MI              2580439 90.00                   4/28/97
        48144                   0
                                        7.5%



        204  NORTH MAIN STREET 120              $47,482.96
        HOLLY SPRINGS           116     0.99    60000.00        4/28/07 
        NC              2580440 70.00                   4/28/97
        27540                   0
                                        7.5%



        1565  BAY FLAT ROAD     120             $39,071.50
        BODEGA BAY              116     0.99    40000.00        4/25/07 
        CA              2580441 53.00                   4/26/97
        94923                   0
                                        7.5%



        2075  CLIFFVIEW DRIVE   120             $14,857.00
        SAINT PAUL              116     1.99    15000.00        4/30/07 
        MN              2580442 83.00                   4/30/97
        55122                   0
                                        7.5%



        3501  DAYTONA AVENUE    120             $19,837.91
        CINCINNATI              116     0.99    25000.00        4/30/07 
        OH              2580443 77.00                   4/30/97
        45211                   0
                                        7.5%



        3329  KEMPTOWN CHURCH  120              $16,544.85
        MONROVIA                116     0.99    25200.00        4/28/07 
        MD              2580444 76.00                   4/29/97
        21770                   0
                                        7.5%





        NEW  OXFORD PA
        UNKNW                   120     0.99    $13,681.37
        PA              2580445 65.00 116               20000.00        4/30/97
        17350                   0                       12:00 AM
                                        7.5%



        4640  PICKERING ROAD    120             $156,296.43
        BLOOMFIELD              116     0.99    157100.00 4/30/07 
        MI              2580446 80.00                   4/30/97
        48301                   0
                                        7.5%



        4  SPRINGDALE ROAD      120             $6,574.09
        LEXINGTON               116     0.99    75000.00        4/28/07 
        MA              2580447 50.00                   4/28/97
        02173                   0
                                        7.5%



        POINCIAN  FL            120             $6,441.34
        UNKNW                   116     1.99    10000.00        4/28/07 
        FL              2580448 90.00                   4/28/97
        34759                   0
                                        7.5%



        3033  S E 3RD STREET    120             $26,436.87
        GRESHAM         116     0.99    30000.00        4/28/07 
        OR              2580449 53.00                   4/28/97
        97080                   0
                                        7.5%



        NOGALES  AZ             120             $50,157.71
        UNKNW                   116     0.99    50300.00        4/28/07 
        AZ              2580450 80.00                   4/28/97
        85621                   0
                                        7.5%



        47109  YARMOUTH DRIVE   120             $29,161.25
        CANTON                  116     0.99    35000.00        4/26/07 
        MI              2580451 69.00                   4/28/97
        48188                   0
                                        7.5%



        12995  BROILI DRIVE     120             $42,095.00
        RENO                    116     0.99    62000.00        4/28/07 
        NV              2580452 80.00                   4/28/97
        89511                   0
                                        7.5%



        7525  S W 60 STREET     120             $15,277.58
        MIAMI                   116     0.99    30000.00        4/28/07 
        FL              2580453 78.00                   4/28/97
        33143                   0
                                        7.5%



        GOODLETT  TN            120             $14,746.06
        UNKNW                   116     1.99    15000.00        4/28/07 
        TN              2580454 85.00                   4/28/97
        37072                   0
                                        7.5%



        WATERFOR  MI            120             $7,850.21
        UNKNW                   116     0.99    20000.00        4/28/07 
        MI              2580455 79.00                   4/28/97
        48328                   0
                                        7.5%





        1242  MADRID ROAD
        SANTA FE                120     0.99    $12,680.56
        NM              2580456 58.00 116               13000.00        4/28/97
        87501                   0                       12:00 AM
                                        7.5%



        15413  THOMAS           120             $12,981.50
        ALLEN PARK              116     1.99    13000.00        4/28/07 
        MI              2580457 90.00                   4/28/97
        48101                   0
                                        7.5%



        20215  FLORAL AVE.      120             $6,392.10
        LIVONIA         116     1.99    26500.00        4/28/07 
        MI              2580458 90.00                   4/28/97
        48152                   0
                                        7.5%



        7950  DEERWOOD DRIVE    120             $12,816.69
        PALOS PARK              116     0.99    25000.00        4/26/07 
        IL              2580459 69.00                   4/26/97
        60464                   0
                                        7.5%



        288  EAST 10TH STREET   120             $14,132.00
        OSWEGO                  116     0.99    15000.00        4/26/07 
        NY              2580460 79.00                   4/26/97
        13126                   0
                                        7.5%



        23118  DOLOROSA STREET 120              $58,823.36
        WOODLAND HILLS          116     0.99    100000.00 4/26/07 
        CA              2580461 78.00                   4/26/97
        91367                   0
                                        7.5%



        101  TORY ROAD  120             $4,271.16
        TOLLAND         116     0.99    60000.00        4/26/07 
        CT              2580462 44.00                   4/26/97
        06084                   0
                                        7.5%



        412  WHITE OAK TRACE    120             $11,895.24
        SPRING HILL             115     1.99    18000.00        3/26/07 
        TN              2580463 90.00                   3/26/97
        37174                   0
                                        7.5%



        1016  PROPP AVENUE      120             $15,500.23
        FRANKLIN                116     0.99    30000.00        4/23/07 
        NY              2580464 71.00                   4/26/97
        11010                   0
                                        7.5%



        340  VALLEYVIEW DRIVE   120             $26,852.23
        FENTON                  116     0.99    30000.00        4/26/07 
        MI              2580465 80.00                   4/26/97
        48430                   0
                                        7.5%



        5006  HACKAMORE COURT   120             $6,300.00
        COLORADO                116     0.99    15000.00        4/26/07 
        CO              2580466 44.00                   4/26/97
        80918                   0
                                        7.5%





        6097  COUNTY ROAD 54
        KILLEN          120     1.99    $14,697.20
        AL              2580467 90.00 116               15000.00        4/17/97
        35645                   0                       12:00 AM
                                        7.5%



        WOODBRID  VA            120             $7,515.01
        UNKNW                   116     1.99    14700.00        4/28/07 
        VA              2580468 83.00                   4/28/97
        22193                   0
                                        7.5%



        MENDON  NY              120             $19,465.50
        UNKNW                   116     0.99    30000.00        4/28/07 
        NY              2580469 68.00                   4/28/97
        14472                   0
                                        7.5%



        QUEENS  VILLAGE NY      120             $23,058.93
        UNKNW                   116     0.99    23000.00        4/28/07 
        NY              2580470 20.00                   4/28/97
        11429                   0
                                        7.5%



        TEMECULA  CA            120             $16,891.08
        UNKNW                   116     1.99    16900.00        4/25/07 
        CA              2580471 90.00                   4/25/97
        92591                   0
                                        7.5%



        SPRINGVI  CA            120             $25,888.20
        UNKNW                   116     1.99    34000.00        4/18/07 
        CA              2580472 89.00                   4/25/97
        93265                   0
                                        7.5%



        COOKE  CITY MT  120             $26,322.71
        UNKNW                   116     0.99    30000.00        4/25/07 
        MT              2580473 56.00                   4/25/97
        59020                   0
                                        7.5%



        110  HILLSIDE DRIVE     120             $47,537.84
        HUEYTOWN                116     0.99    50000.00        4/23/07 
        AL              2580474 69.00                   4/23/97
        35023                   0
                                        7.5%



        BRISTOL  VT             120             $10,897.63
        UNKNW                   116     1.99    12600.00        4/25/07 
        VT              2580475 90.00                   4/25/97
        05443                   0
                                        7.5%



        3242  LAKE PLEASANT ROAD 120            $60,000.00
        OSSEO                   116     1.99    60000.00        4/25/07 
        MI              2580476 55.00                   4/25/97
        49266                   0
                                        7.5%



        45301  BROWNELL 120             $58,401.48
        UTICA                   116     0.99    60000.00        4/23/07 
        MI              2580477 52.00                   4/23/97
        48317                   0
                                        7.5%





        20636  EMMETT AVENUE
        TAYLOR          120     1.99    $12,156.62
        MI              2580478 90.00 116               12400.00        4/25/97
        48180                   0                       12:00 AM
                                        7.5%



        8206  INDIGO COURT N. E. 120            $40,551.13
        ALBUQUERQUE             116     1.99    40800.00        4/25/07 
        NM              2580479 83.00                   4/25/97
        87122                   0
                                        7.5%



        COMSTOCK  PARK MI       120             $11,960.78
        UNKNW                   116     0.99    20000.00        4/25/07 
        MI              2580480 44.00                   4/25/97
        49321                   0
                                        7.5%



        8200  BELLEVUE STREET   120             $33,498.76
        GROSSE ILE              116     0.99    50000.00        4/26/07 
        MI              2580481 76.00                   4/26/97
        48138                   0
                                        7.5%



        10699  CAMBAY DRIVE     120             $14,389.09
        BOYNTON BEACH           116     0.99    15000.00        4/24/07 
        FL              2580482 81.00                   4/24/97
        33437                   0
                                        7.5%



        1650  OAKWOOD           120             $26,861.12
        ORTONVILLE              116     0.99    30000.00        4/23/07 
        MI              2580483 79.00                   4/24/97
        48462                   0
                                        7.5%



        MILL  VALLEY CA 120             $100,841.14
        UNKNW                   116     0.99    101000.00 4/23/07 
        CA              2580484 34.00                   4/24/97
        94941                   0
                                        7.5%



        840  COLEHERNE RD.      120             $29,250.00
        COLLIERVILLE            116     1.99    30000.00        4/24/07 
        TN              2580485 90.00                   4/24/97
        38017                   0
                                        7.5%



        FREEHOLD  NJ            120             $64,358.72
        UNKNW                   116     0.99    65000.00        4/25/07 
        NJ              2580486 78.00                   4/25/97
        07728                   0
                                        7.5%



        13219  SW 85TH STREET ROAD 120          $28,175.74
        MIAMI                   116     1.99    43000.00        4/25/07 
        FL              2580487 86.00                   4/25/97
        33183                   0
                                        7.5%



        36  ELM STREET  120             $6,113.00
        NORTH UXBRIDGE          116     1.99    10600.00        4/25/07 
        MA              2580488 90.00                   4/25/97
        01538                   0
                                        7.5%





        WASHINGT  TWP. NJ
        UNKNW                   120     0.99    $16,166.37
        NJ              2580489 65.00 116               20000.00        4/11/97
        07675                   0                       12:00 AM
                                        7.5%



        CANTON  OH              120             $12,287.58
        UNKNW                   116     1.99    13700.00        4/25/07 
        OH              2580490 90.00                   4/25/97
        44707                   0
                                        7.5%



        1453  MONTEREY LANE     120             $16,800.00
        JANESVILLE              116     1.99    16800.00        4/25/07 
        WI              2580491 81.00                   4/25/97
        53546                   0
                                        7.5%



        COLUMBUS  MS            120             $4,950.00
        UNKNW                   116     1.99    11000.00        4/25/07 
        MS              2580492 84.00                   4/25/97
        39702                   0
                                        7.5%



        6135  N. GENESEE RD.    120             $10,035.90
        FLINT                   116     0.99    32000.00        4/18/07 
        MI              2580493 48.00                   4/18/97
        48506                   0
                                        7.5%



        1200  S BROADWAY        120             $35,099.69
        ADA                     116     0.99    75000.00        4/25/07 
        OK              2580494 79.00                   4/25/97
        74820                   0
                                        7.5%



        GRAND  JUNCTIO CO       120             $23,722.44
        UNKNW                   116     0.99    25000.00        4/24/07 
        CO              2580495 57.00                   4/24/97
        81501                   0
                                        7.5%



        DOVER  TOWNSHIP NJ      120             $12,162.78
        UNKNW                   116     0.99    35000.00        4/24/07 
        NJ              2580496 43.00                   4/24/97
        08753                   0
                                        7.5%



        3101  SUNBURY COURT     120             $9,248.71
        ROCHESTER               116     1.99    15000.00        4/24/07 
        MI              2580497 84.00                   4/24/97
        48309                   0
                                        7.5%



        863  SURF STREET        120             $7,476.37
        LINDENHURST             116     0.99    30000.00        4/23/07 
        NY              2580498 79.00                   4/23/97
        11757                   0
                                        7.5%



        11901  ROCKING HORSE ROAD 120           $41,103.11
        ROCKVILLE               116     1.99    42000.00        4/22/07 
        MD              2580499 90.00                   4/22/97
        20852                   0
                                        7.5%





        FREMONT  CA
        UNKNW                   120     1.99    $24,234.76
        CA              2580500 88.00 116               32200.00        4/14/97
        94536                   0                       12:00 AM
                                        7.5%



        71  OLD POST ROAD       120             $18,863.33
        FREEHOLD                116     0.99    30000.00        4/24/07 
        NJ              2580501 72.00                   4/24/97
        07728                   0
                                        7.5%



        SHANDAKE  NY            120             $11,441.13
        UNKNW                   116     1.99    12000.00        4/24/07 
        NY              2580502 90.00                   4/24/97
        12480                   0
                                        7.5%



        ROSCOMMO  MI            120             $10,385.39
        UNKNW                   116     0.99    12000.00        4/24/07 
        MI              2580503 70.00                   4/24/97
        48653                   0
                                        7.5%



        EAST  STROUDSBURG PA    120             $94,350.35
        UNKNW                   116     0.99    95000.00        4/24/07 
        PA              2580504 80.00                   4/24/97
        18301                   0
                                        7.5%



        GRAND  RAPIDS MI        120             $30,000.00
        UNKNW                   116     1.99    30000.00        4/24/07 
        MI              2580505 89.00                   4/24/97
        49546                   0
                                        7.5%



        PLYMOUTH  MI            120             $7,933.33
        UNKNW                   116     0.99    15000.00        4/24/07 
        MI              2580506 10.00                   4/24/97
        48170                   0
                                        7.5%



        28  CLIFF ST.           120             $49,940.84
        NEW YORK                116     1.99    50400.00        4/28/07 
        NY              2580507 90.00                   4/28/97
        10038                   0
                                        7.5%



        6609  LOCH MOOR COURT   120             $17,734.34
        CLARKSTON               116     0.99    47100.00        4/22/07 
        MI              2580508 80.00                   4/22/97
        48346                   0
                                        7.5%



        37885  MALLAST  120             $1,960.00
        HARRISON                116     0.99    10000.00        4/17/07 
        MI              2580509 61.00                   4/17/97
        48045                   0
                                        7.5%



        46  SOUTHGATE DRIVE     120             $2,759.44
        TROY                    116     0.99    52000.00        4/21/07 
        MO              2580510 80.00                   4/21/97
        63379                   0
                                        7.5%





        FULLERTO  CA
        UNKNW                   120     1.99    $35,171.65
        CA              2580511 87.00 116               50000.00        4/23/97
        92835                   0                       12:00 AM
                                        7.5%



        6339  E CARPENTER RD    120             $20,877.38
        FLINT                   116     0.99    23000.00        4/23/07 
        MI              2580512 80.00                   4/23/97
        48506                   0
                                        7.5%



        SCOTTSDA  AZ            120             $44,000.00
        UNKNW                   116     0.99    100000.00 4/23/07 
        AZ              2580513 20.00                   4/23/97
        85259                   0
                                        7.5%



        CLARKSVI  TN            120             $27,545.94
        UNKNW                   116     0.99    50000.00        4/24/07 
        TN              2580514 65.00                   4/24/97
        37043                   0
                                        7.5%



        PERRY  MI               120             $10,016.88
        UNKNW                   116     0.99    10000.00        4/24/07 
        MI              2580515 79.00                   4/24/97
        48872                   0
                                        7.5%



        SAINT  CLAIR SHORES MI 120              $17,904.66
        UNKNW                   116     0.99    25000.00        4/21/07 
        MI              2580516 32.00                   4/22/97
        48081                   0
                                        7.5%



        PALMYRA  NY             120             $28,336.00
        UNKNW                   116     0.99    30000.00        4/24/07 
        NY              2580517 30.00                   4/24/97
        14522                   0
                                        7.5%



        81  FORESTVIEW DRIVE    120             $62,783.20
        DEPEW                   116     0.99    82000.00        4/24/07 
        NY              2580518 80.00                   4/24/97
        14043                   0
                                        7.5%



        392  TINY LANE  120             $20,624.56
        EL CAJON                116     0.99    38400.00        4/23/07 
        CA              2580519 80.00                   4/23/97
        92019                   0
                                        7.5%



        608  SHEFFIELD DRIVE    120             $13,233.13
        SILER CITY              116     0.99    15000.00        4/12/07 
        NC              2580520 35.00                   4/16/97
        27344                   0
                                        7.5%



        SAN  JOSE CA            120             $2,647.00
        UNKNW                   116     0.99    50000.00        4/28/07 
        CA              2580521 52.00                   4/28/97
        95133                   0
                                        7.5%





        4436  NEWBERRY
        WAYNE                   120     1.99    $37,812.92
        MI              2580522 89.00 116               59600.00        4/23/97
        48184                   0                       12:00 AM
                                        7.5%



        13212  S E 26TH STREET 120              $11,580.61
        VANCOUVER               116     4.00    20000.00        4/28/07 
        WA              2580523 84.00                   4/28/97
        98683                   0
                                        7.22%



        CHICAGO  IL             120             $1,863.07
        UNKNW                   116     0.99    10200.00        4/18/07 
        IL              2580524 77.00                   4/18/97
        60629                   0
                                        7.5%



        40490  SR 517           120             $24,913.37
        LISBON                  116     0.99    25000.00        4/23/07 
        OH              2580525 80.00                   4/23/97
        44432                   0
                                        7.5%



        36418  PELO ROAD        120             $23,396.87
        CLAYTON         116     0.99    25000.00        4/23/07 
        NY              2580526 71.00                   4/23/97
        13624                   0
                                        7.5%



        2920  IROQUIOS DRIVE    120             $29,094.18
        THOMPSONS               116     1.99    30500.00        4/15/07 
        TN              2580527 90.00                   4/15/97
        37179                   0
                                        7.5%



        CLEARLAK  OAKS CA       120             $17,922.04
        UNKNW                   116     1.99    18800.00        4/23/07 
        CA              2580528 90.00                   4/23/97
        95423                   0
                                        7.5%



        319  WEST NORTH STREET 120              $9,063.97
        SMYRNA                  116     0.99    21400.00        4/21/07 
        DE              2580529 80.00                   4/23/97
        19977                   0
                                        7.5%



        1  BROMLEY COURT        120             $2,540.24
        LAWRENCEVILLE           116     0.99    10000.00        4/15/07 
        NJ              2580530 78.00                   4/15/97
        08648                   0
                                        7.5%



        106  MEADOW COURT       120             $19,694.42
        ENGLISHTOWN             116     0.99    30000.00        4/7/07 
        NJ              2580531 64.00                   4/7/97
        07726                   0
                                        7.5%



        48  STANDFORD HILL ROAD 120             $18,457.06
        PEMBROKE                116     1.99    19800.00        4/22/07 
        MA              2580532 90.00                   4/22/97
        02359                   0
                                        7.5%





        NORTH  HOLLYWOOD CA
        UNKNW                   120     0.99    $20,209.78
        CA              2580533 80.00 116               20000.00        4/22/97
        91605                   0                       12:00 AM
                                        7.5%



        31838  VIRGINIA WAY     120             $41,193.97
        LAGUNA BEACH            116     1.99    41200.00        4/22/07 
        CA              2580534 10.00                   4/22/97
        92651                   0
                                        7.5%



        SAINT  CLAIR SHORES MI 120              $16,258.77
        UNKNW                   116     0.99    45800.00        4/22/07 
        MI              2580535 80.00                   4/22/97
        48081                   0
                                        7.5%



        3275  BROKEN ARROW ROAD 120             $35,000.00
        BORREGO                 116     0.99    82700.00        4/23/07 
        CA              2580536 67.00                   4/23/97
        92004                   0
                                        7.5%



        WAUKEGAN  IL            120             $12,468.48
        UNKNW                   116     0.99    50000.00        4/19/07 
        IL              2580537 77.00                   4/21/97
        60087                   0
                                        7.5%



        OAKDALE  CA             120             $19,347.54
        UNKNW                   116     0.99    20000.00        4/20/07 
        CA              2580538 42.00                   4/23/97
        95361                   0
                                        7.5%



        6111  MIDDLE LAKE ROAD 120              $139,216.86
        CLARKSTON               116     0.99    140000.00 4/23/07 
        MI              2580539 73.00                   4/23/97
        48346                   0
                                        7.5%



        272  A BOGHT ROAD       120             $10,009.24
        WATERVLIET              116     0.99    50000.00        4/16/07 
        NY              2580540 50.00                   4/16/97
        12189                   0
                                        7.5%



        TALLAHAS  FL            120             $12,547.50
        UNKNW                   116     0.99    20000.00        4/18/07 
        FL              2580541 40.00                   4/21/97
        32301                   0
                                        7.5%



        COLUMBUS  GA            120             $27,746.56
        UNKNW                   116     1.99    30000.00        4/14/07 
        GA              2580542 89.00                   4/14/97
        31901                   0
                                        7.5%



        18279  DELAWARE 120             $17,586.99
        REDFORD         116     1.99    18000.00        4/21/07 
        MI              2580543 88.00                   4/21/97
        48240                   0
                                        7.5%





        N.  ATTLEBORO MA
        UNKNW                   120     0.99    $7,862.06
        MA              2580544 80.00 116               17800.00        4/21/97
        02760                   0                       12:00 AM
                                        7.5%



        38  DUTTON ROAD 120             $6,432.92
        OXFORD                  116     0.99    10000.00        4/21/07 
        CT              2580545 64.00                   4/21/97
        06483                   0
                                        7.5%



        24  E. TENAFLY AVE.     120             $53,237.20
        STATEN ISLAND           116     0.99    62400.00        4/21/07 
        NY              2580546 80.00                   4/21/97
        10312                   0
                                        7.5%



        BRIGHTON  MI            120             $24,483.19
        UNKNW                   116     0.99    25000.00        4/21/07 
        MI              2580547 74.00                   4/21/97
        48116                   0
                                        7.5%



        7383  WALLSEND DRIVE    120             $87,221.08
        RENO                    116     0.99    90000.00        4/21/07 
        NV              2580548 72.00                   4/21/97
        89511                   0
                                        7.5%



        LEE'S  SUMMIT MO        120             $14,255.13
        UNKNW                   116     1.99    14500.00        4/25/07 
        MO              2580549 88.00                   4/25/97
        64086                   0
                                        7.5%



        1007  OSWEGO STREET     120             $12,507.67
        TAMA                    116     1.99    12800.00        4/21/07 
        IA              2580550 90.00                   4/21/97
        52339                   0
                                        7.5%



        16  BELMONT CIRCLE      120             $24,129.25
        TRENTON         116     1.99    24300.00        4/21/07 
        NJ              2580551 90.00                   4/21/97
        08618                   0
                                        7.5%



        324  W 9TH STREET       120             $19,963.70
        MUNCIE                  116     0.99    20000.00        4/22/07 
        IN              2580552 80.00                   4/22/97
        47302                   0
                                        7.5%



        10905  CONSTITUTION NE 120              $35,941.04
        ALBUQUERQUE             116     0.99    38300.00        4/22/07 
        NM              2580553 40.00                   4/22/97
        87112                   0
                                        7.5%



        SOUTHFIE  MI            120             $33,096.63
        UNKNW                   116     0.99    47200.00        4/22/07 
        MI              2580554 80.00                   4/22/97
        48034                   0
                                        7.5%





        2619  ALAMEDA STREET
        CEDAR FALLS             120     1.99    $8,354.05
        IA              2580555 90.00 116               24900.00        4/18/97
        50613                   0                       12:00 AM
                                        7.5%



        345  LINDA KAY LANE     120             $47,250.56
        ORTONVILLE              116     0.99    50000.00        4/19/07 
        MI              2580556 80.00                   4/19/97
        48462                   0
                                        7.5%



        9866  S. CLINTON TRAIL 120              $15,538.26
        EATON RAPIDS            116     1.99    15400.00        4/19/07 
        MI              2580557 90.00                   4/19/97
        48827                   0
                                        7.5%



        3042  SHAWNEE LANE      120             $35,065.37
        WATERFORD               116     1.99    36000.00        4/15/07 
        MI              2580558 89.00                   4/15/97
        48329                   0
                                        7.5%



        1588  SMILEY DRIVE      120             $9,909.47
        NEW WINDSOR             116     1.99    15000.00        4/14/07 
        MD              2580559 90.00                   4/14/97
        21776                   0
                                        7.5%



        BIRMINGH  AL            120             $61,868.56
        UNKNW                   116     0.99    85000.00        4/19/07 
        AL              2580560 71.00                   4/21/97
        35213                   0
                                        7.5%



        20  BEECHWOOD DRIVE     120             $36,271.39
        CRANSTON                116     0.99    50000.00        4/18/07 
        RI              2580561 71.00                   4/21/97
        02921                   0
                                        7.5%



        6326  PABLO COURT       120             $11,056.17
        CHINO                   116     1.99    15000.00        4/21/07 
        CA              2580562 84.00                   4/21/97
        91710                   0
                                        7.5%



        1506  BRANCH OWL PLACE 120              $32,396.38
        SANTA ROSA              116     1.99    32400.00        4/9/07 
        CA              2580563 89.00                   4/9/97
        95409                   0
                                        7.5%



        12975  27 MILE ROAD     120             $63,171.24
        WASHINGTON              116     0.99    80000.00        4/21/07 
        MI              2580564 84.00                   4/21/97
        48094                   0
                                        7.5%



        CLARKSTO  MI            120             $24,622.04
        UNKNW                   116     0.99    30000.00        4/21/07 
        MI              2580565 43.00                   4/21/97
        48346                   0
                                        7.5%





        LOS  OSOS CA
        UNKNW                   120     0.99    $6,159.77
        CA              2580566 74.00 116               10000.00        4/21/97
        93402                   0                       12:00 AM
                                        7.5%



        3183  NORTH LAKEVIEW    120             $21,518.89
        SANFORD         116     0.99    85000.00        4/19/07 
        MI              2580567 79.00                   4/19/97
        48657                   0
                                        7.5%



        2434  NORTH ALAMO       120             $1,759.69
        MESA                    116     0.99    100000.00 4/19/07 
        AZ              2580568 75.00                   4/19/97
        85213                   0
                                        7.5%



        PHOENIX  AZ             120             $14,437.20
        UNKNW                   116     1.99    25100.00        4/19/07 
        AZ              2580569 93.00                   4/19/97
        85044                   0
                                        7.5%



        STOCKTON  CA            120             $20,681.92
        UNKNW                   116     0.99    30000.00        4/18/07 
        CA              2580570 74.00                   4/18/97
        95219                   0
                                        7.5%



        6  RIDGEVIEW AVENUE     120             $28,002.94
        SALEM                   116     0.99    30000.00        4/19/07 
        NH              2580571 71.00                   4/19/97
        03079                   0
                                        7.5%



        111  BUTLER STREET      120             $29,342.12
        WEST WYOMING            116     0.99    30000.00        4/19/07 
        PA              2580572 62.00                   4/19/97
        18644                   1
                                        7.5%



        2925  WEST 17TH AVENUE 120              $15,788.31
        SPOKANE         116     4.00    45900.00        4/18/07 
        WA              2580573 80.00                   4/24/97
        99224                   0
                                        7.22%



        ROSSVILL  GA            120             $27,124.12
        UNKNW                   116     1.99    28000.00        4/19/07 
        GA              2580574 87.00                   4/19/97
        30741                   0
                                        7.5%



        5060  TAXI LANE 120             $11,710.04
        PLACERVILLE             116     0.99    30000.00        4/17/07 
        CA              2580575 80.00                   4/17/97
        95667                   0
                                        7.5%



        6023  S. MAJOR AVENUE   120             $10,249.17
        CHICAGO         116     0.99    15000.00        4/19/07 
        IL              2580576 77.00                   4/19/97
        60638                   0
                                        7.5%





        5772  INDEPENDENCE LANE
        W BLOOMFIELD            120     0.99    $18,975.64
        MI              2580577 80.00 116               20200.00        4/19/97
        48322                   0                       12:00 AM
                                        7.5%



        DENVER  CO              120             $25,784.05
        UNKNW                   116     0.99    28100.00        4/19/07 
        CO              2580578 80.00                   4/19/97
        80220                   0
                                        7.5%



        4  SIX PENNEY LANE      120             $16,395.78
        DENNIS                  116     0.99    18400.00        4/18/07 
        MA              2580579 80.00                   4/18/97
        02638                   0
                                        7.5%



        2722  THE FONTAINEBLEAU,  120           $15,906.93
        ATLANTA         116     1.99    30000.00        4/18/07 
        GA              2580580 87.00                   4/18/97
        30331                   0
                                        7.5%



        2620  ORMSBY DRIVE      120             $31,179.18
        STERLING                116     0.99    47900.00        4/11/07 
        MI              2580581 80.00                   4/11/97
        48310                   0
                                        7.5%



        7815  W. 101ST PLACE    120             $21,230.45
        PALOS HILLS             116     0.99    50000.00        4/15/07 
        IL              2580582 46.00                   4/15/97
        60465                   0
                                        7.5%



        25577  TAMARISK DRIVE   120             $14,844.92
        MADERA                  116     0.99    20000.00        4/12/07 
        CA              2580583 80.00                   4/12/97
        93638                   0
                                        7.5%



        3520  TIVOLA STREET     120             $31,000.00
        SANTA YNEZ              116     1.99    31000.00        4/15/07 
        CA              2580584 84.00                   4/23/97
        93460                   0
                                        7.5%



        128  HELENE AVENUE      120             $2,350.00
        ROYAL OAK               116     1.99    15200.00        4/18/07 
        MI              2580585 90.00                   4/18/97
        48067                   0
                                        7.5%



        6491  PINE VALLEY ROAD 120              $52,005.83
        CLARKSTON               116     0.99    61900.00        4/18/07 
        MI              2580586 80.00                   4/18/97
        48346                   0
                                        7.5%



        FERNDALE  MI            120             $2,696.49
        UNKNW                   116     1.99    12700.00        4/18/07 
        MI              2580587 90.00                   4/18/97
        48220                   0
                                        7.5%





        13481  IROQUOIS WOODS 
        FENTON          120     1.99    $6,629.42
        MI              2580588 82.00 116               10000.00        4/18/97
        48430                   0                       12:00 AM
                                        7.5%



        NAPPANEE  IN            120             $8,670.02
        UNKNW                   116     1.99    11500.00        4/19/07 
        IN              2580589 88.00                   4/19/97
        46550                   0
                                        7.5%



        2938  DARTMOUTH DRIVE   120             $43,182.91
        JANEVILLE               116     0.99    43300.00        4/19/07 
        WI              2580590 80.00                   4/19/97
        53545                   0
                                        7.5%



        3205  BRANDON STREET    120             $22,112.02
        FLINT                   116     0.99    35200.00        4/11/07 
        MI              2580591 80.00                   4/18/97
        48503                   0
                                        7.5%



        10  BEAUMONT STREET     120             $47,274.76
        DORCHESTER              116     1.99    50000.00        4/18/07 
        MA              2580592 88.00                   4/18/97
        02124                   0
                                        7.5%



        15099  RIDGEWOOD AVENUE 120             $13,092.22
        PRAIRIEVILLE            116     0.99    20000.00        4/11/07 
        LA              2580593 80.00                   4/11/97
        70769                   0
                                        7.5%



        SEMINOLE  FL            120             $7,692.50
        UNKNW                   116     0.99    10000.00        4/18/07 
        FL              2580594 77.00                   4/18/97
        33777                   0
                                        7.5%



        4842  WATER STREET      120             $10,931.20
        COLUMBIAVILLE           116     0.99    16000.00        4/11/07 
        MI              2580595 78.00                   4/11/97
        48421                   0
                                        7.5%



        12415  WINDSWEPT AVENUE 120             $13,214.11
        RIVERVIEW               116     0.99    15000.00        4/18/07 
        FL              2580596 66.00                   4/18/97
        33569                   0
                                        7.5%



        213  BEAR CREEK ROAD    120             $7,000.00
        ANDOVER         116     1.99    45000.00        4/18/07 
        NJ              2580597 86.00                   4/18/97
        07821                   0
                                        7.5%



        4268  WINTHROP ROAD     120             $25,462.21
        PLACERVILLE             116     1.99    27800.00        4/15/07 
        CA              2580598 90.00                   4/15/97
        95667                   0
                                        7.5%





        64675  EAST VIA AFORTUNADO
        TUCSON          120     0.99    $100,000.00
        AZ              2580599 91.00 116               100000.00 4/18/97
        85739                   0                       12:00 AM
                                        7.5%



        43993  BANNOCKBURN      120             $20,483.97
        CANTON                  116     1.99    77900.00        4/11/07 
        MI              2580600 90.00                   4/11/97
        48187                   0
                                        7.5%



        BRENTWOO  CA            120             $39,499.86
        UNKNW                   116     1.99    40000.00        4/15/07 
        CA              2580601 89.00                   4/15/97
        94513                   0
                                        7.5%



        15  EVERGREEN FARMS ROAD 120            $6,560.01
        SCARBOROUGH             116     1.99    50000.00        4/18/07 
        ME              2580602 89.00                   4/18/97
        04074                   0
                                        7.5%



        PHOENIX  AZ             120             $15,589.84
        UNKNW                   116     0.99    25100.00        4/10/07 
        AZ              2580603 66.00                   4/17/97
        85051                   0
                                        7.5%



        600  PATTEN AVE.        120             $29,984.93
        OCEANSIDE               116     1.99    30000.00        4/17/07 
        NY              2580604 90.00                   4/17/97
        11572                   0
                                        7.5%



        9748  PINEWOOD AVENUE   120             $28,100.00
        TUJUNGA         116     1.99    28100.00        4/22/07 
        CA              2580605 90.00                   4/22/97
        91042                   0
                                        7.5%



        1856  CENTER STREET     120             $4,955.65
        LEE CENTER              116     0.99    12000.00        4/16/07 
        IL              2580606 80.00                   4/16/97
        61331                   0
                                        7.5%



        18  BRIDLE LANE 120             $10,214.20
        SEWELL                  116     0.99    30000.00        4/17/07 
        NJ              2580607 57.00                   4/17/97
        08080                   0
                                        7.5%



        EATON  RAPIDS MI        120             $686.52
        UNKNW                   116     1.99    10000.00        4/17/07 
        MI              2580608 86.00                   4/17/97
        48827                   0
                                        7.5%



        360  S. WAVERLY ROAD    120             $9,567.97
        EATON RAPIDS            116     1.99    154800.00 4/14/07 
        MI              2580609 90.00                   4/14/97
        48827                   0
                                        7.5%





        3297  WEST LAS POSITAS 
        PLEASANTON              120     0.99    $24,615.78
        CA              2580610 80.00 116               25000.00        4/17/97
        00000                   0                       12:00 AM
                                        7.5%



        3769  CARD ROAD 120             $30,613.73
        YORKSHIRE               116     1.99    30900.00        4/17/07 
        NY              2580611 90.00                   4/17/97
        14042                   0
                                        7.5%



        3657  COLEPORT  120             $11,481.00
        ORION                   116     1.99    11800.00        4/18/07 
        MI              2580612 90.00                   4/18/97
        48359                   0
                                        7.5%



        233  SHERWIN STREET     120             $49,600.39
        MAMMOTH LAKES           116     1.99    50000.00        4/15/07 
        CA              2580613 85.00                   4/17/97
        93546                   0
                                        7.5%



        2226  RIDGE ROAD        120             $7,167.89
        RANSOMVILLE             116     0.99    80000.00        4/18/07 
        NY              2580614 73.00                   4/18/97
        14131                   0
                                        7.5%



        7841  HOLLY CREEK LANE 120              $43,995.89
        INDIANAPOLIS            116     1.99    44000.00        4/16/07 
        IN              2580615 86.00                   4/16/97
        46240                   0
                                        7.5%



        4415  DECKERLAND DRIVE 120              $13,952.00
        WEST                    116     1.99    50000.00        4/14/07 
        MI              2580616 87.00                   4/14/97
        48323                   0
                                        7.5%



        279  EDGE OF WOODS ROAD 120             $49,638.71
        SOUTHAMPTON             116     0.99    60000.00        4/11/07 
        NY              2580617 41.00                   4/17/97
        11968                   0
                                        7.5%



        HOLLYWOO  FL            120             $12,417.94
        UNKNW                   116     0.99    20000.00        4/16/07 
        FL              2580618 39.00                   4/17/97
        33020                   0
                                        7.5%



        127  MARTHA COURT       120             $10,027.00
        CORRALES                116     0.99    63400.00        4/17/07 
        NM              2580619 80.00                   4/17/97
        87048                   0
                                        7.5%



        ST  CLAIR SHORES MI     120             $37,952.01
        UNKNW                   116     0.99    38000.00        4/17/07 
        MI              2580620 79.00                   4/17/97
        48082                   0
                                        7.5%





        MANCHEST  ME
        UNKNW                   120     1.99    $14,804.90
        ME              2580621 90.00 116               16300.00        4/17/97
        04351                   0                       12:00 AM
                                        7.5%



        LYNWOOD  CA             120             $13,982.21
        UNKNW                   116     1.99    15000.00        4/17/07 
        CA              2580622 83.00                   4/17/97
        90262                   0
                                        7.5%



        PHILADEL  PA            120             $46,871.93
        UNKNW                   116     0.99    50000.00        4/17/07 
        PA              2580623 72.00                   4/17/97
        19153                   0
                                        7.5%



        755  PAVILION DRIVE     120             $35,967.52
        FAIRFIELD               116     1.99    36000.00        4/22/07 
        CA              2580624 89.00                   4/22/97
        94585                   0
                                        7.5%



        LAKE  ORION MI  120             $2,691.65
        UNKNW                   116     0.99    10000.00        4/16/07 
        MI              2580625 24.00                   4/16/97
        48362                   0
                                        7.5%



        EL  CERRITO CA  120             $40,112.00
        UNKNW                   116     0.99    45200.00        4/17/07 
        CA              2580626 59.00                   4/17/97
        94530                   0
                                        7.5%



        AYER  MA                120             $26,234.36
        UNKNW                   116     0.99    50000.00        4/16/07 
        MA              2580627 61.00                   4/16/97
        01432                   0
                                        7.5%



        552  BAR DRIVE  120             $16,525.27
        POINCIANA               116     0.99    25000.00        4/15/07 
        FL              2580628 80.00                   4/15/97
        34759                   0
                                        7.5%



        1371  ST. PAUL ROAD     120             $13,765.27
        BALLWIN         116     1.99    21000.00        4/11/07 
        MO              2580629 90.00                   4/11/97
        63021                   0
                                        7.5%



        DETROIT  MI             120             $7,637.13
        UNKNW                   116     0.99    10000.00        4/16/07 
        MI              2580630 80.00                   4/16/97
        48227                   0
                                        7.5%



        1980  NIDERER ROAD      120             $31,000.00
        PASO ROBLES             116     0.99    50000.00        4/8/07 
        CA              2580631 54.00                   4/9/97
        93446                   0
                                        7.5%





        10515  TROPHY COURT
        BAKERSFIELD             120     1.99    $27,984.73
        CA              2580632 85.00 116               28000.00        4/16/97
        93312                   0                       12:00 AM
                                        7.5%



        905  WEST 100 NORTH     120             $26,066.54
        FRANKLIN                116     0.99    30000.00        4/16/07 
        IN              2580633 80.00                   4/16/97
        46131                   0
                                        7.5%



        FALMOUTH  MA            120             $48,680.00
        UNKNW                   116     0.99    100000.00 4/16/07 
        MA              2580634 33.00                   4/16/97
        02536                   0
                                        7.5%



        951  KENILWORTH COURT   120             $17,299.28
        WALNUT CREEEK           116     1.99    30000.00        4/15/07 
        CA              2580635 85.00                   4/15/97
        94596                   0
                                        7.5%



        1124  HAROLD CIRCLE     120             $29,388.38
        ANN ARBOR               116     0.99    35000.00        4/15/07 
        MI              2580636 68.00                   4/15/97
        48103                   0
                                        7.5%



        13194  AVENIDA DEL GENERAL 120          $30,312.43
        SAN DIEGO               116     1.99    40000.00        4/16/07 
        CA              2580637 90.00                   4/16/97
        92129                   0
                                        7.5%



        WEST  WARWICK RI        120             $12,997.21
        UNKNW                   116     1.99    13500.00        4/16/07 
        RI              2580638 90.00                   4/16/97
        02893                   0
                                        7.5%



        3890  LONG MEADOW LANE 120              $17,302.77
        ORION                   116     0.99    45000.00        4/15/07 
        MI              2580639 84.00                   4/15/97
        48359                   0
                                        7.5%



        8  WILDWOOD COURT       120             $36,513.93
        FLEMINGTON              116     0.99    60000.00        4/10/07 
        NJ              2580640 58.00                   4/10/97
        08822                   0
                                        7.5%



        4046  HUDSON AVENUE     120             $15,388.97
        SEAFORD         116     1.99    30000.00        4/15/07 
        NY              2580641 89.00                   4/15/97
        11783                   0
                                        7.5%



        12224  STEPHANE 120             $42,400.00
        SHELBY          116     1.99    42400.00        4/15/07 
        MI              2580642 90.00                   4/15/97
        48315                   0
                                        7.5%





        FRANKLIN  LAKES NJ
        UNKNW                   120     0.99    $141,596.08
        NJ              2580643 58.00 116               161000.00 4/15/97
        07417                   0                       12:00 AM
                                        7.5%



        3959  E MALLARD DRIVE   120             $41,548.55
        HIGHLANDS               116     0.99    67000.00        4/15/07 
        CO              2580644 80.00                   4/15/97
        80126                   0
                                        7.5%



        1333  FAIRLAWN WAY      120             $79,500.00
        PASADENA                116     0.99    79500.00        4/15/07 
        CA              2580645 79.00                   4/15/97
        91105                   0
                                        7.5%



        DETROIT  MI             120             $19,500.00
        UNKNW                   116     1.99    19500.00        4/15/07 
        MI              2580646 90.00                   4/15/97
        48223                   0
                                        7.5%



        21  WILSON AVE. 120             $19,823.32
        CONCORD         116     1.99    24600.00        4/8/07 
        NH              2580647 90.00                   4/12/97
        03301                   0
                                        7.5%



        701  BRIAN AVENUE       120             $22,135.57
        SCHAUMBURG              116     0.99    40000.00        4/10/07 
        IL              2580648 49.00                   4/10/97
        60194                   0
                                        7.5%



        1545  TIONONTATI        120             $23,167.61
        TAHOE PARIDISE          116     0.99    60000.00        4/10/07 
        CA              2580649 63.00                   4/16/97
        96150                   0
                                        7.5%



        ABERDEEN  WA            120             $27,162.09
        UNKNW                   116     4.00    32000.00        4/16/07 
        WA              2580650 80.00                   4/21/97
        98520                   0
                                        7.22%



        26  RICHFIELD ST.       120             $28,300.00
        PLAINVIEW               116     1.99    28300.00        4/15/07 
        NY              2580651 90.00                   4/15/97
        11803                   0
                                        7.5%



        COLUMBIA  SC            120             $23,936.11
        UNKNW                   116     1.99    24200.00        4/14/07 
        SC              2580652 90.00                   4/14/97
        29212                   0
                                        7.5%



        ROYAL  OAK MI           120             $6,084.70
        UNKNW                   116     1.99    10000.00        4/14/07 
        MI              2580653 90.00                   4/14/97
        48067                   0
                                        7.5%





        LOS  ANGELES CA
        UNKNW                   120     1.99    $31,048.78
        CA              2580654 85.00 116               32000.00        4/14/97
        90043                   0                       12:00 AM
                                        7.5%



        5608  MARTYS HILL PLACE 120             $13,445.88
        FORT WAYNE              116     1.99    18200.00        4/14/07 
        IN              2580655 90.00                   4/14/97
        46815                   0
                                        7.5%



        PARSIPPA  NJ            120             $12,150.41
        UNKNW                   116     0.99    15000.00        4/14/07 
        NJ              2580656 77.00                   4/14/97
        07054                   0
                                        7.5%



        18651  BIRWOOD  120             $16,400.00
        DETROIT         116     1.99    16400.00        4/14/07 
        MI              2580657 90.00                   4/14/97
        48221                   0
                                        7.5%



        43363  CASTLE PARK COURT 120            $2,621.55
        FREMONT         116     1.99    11400.00        4/8/07 
        CA              2580658 85.00                   4/8/97
        94538                   0
                                        7.5%



        1714  CONTINENTAL ACCESS 120            $6,051.16
        CEDAR FALLS             116     0.99    32500.00        4/14/07 
        IA              2580659 80.00                   4/14/97
        50613                   0
                                        7.5%



        HAMBURG  PA             120             $11,755.28
        UNKNW                   116     0.99    16000.00        4/12/07 
        PA              2580660 80.00                   4/12/97
        19526                   0
                                        7.5%



        702  FLORENCE AVENUE    120             $15,029.64
        ROYAL OAK               116     1.99    22800.00        4/14/07 
        MI              2580661 90.00                   4/14/97
        48067                   0
                                        7.5%



        3627  HUTCHINS HILL     120             $11,959.90
        WEST                    116     0.99    30000.00        4/14/07 
        MI              2580662 80.00                   4/14/97
        48322                   0
                                        7.5%



        DAVISON  MI             120             $9,123.98
        UNKNW                   116     0.99    10100.00        4/12/07 
        MI              2580663 80.00                   4/12/97
        48423                   0
                                        7.5%



        PORTLAND  OR            120             $11,800.00
        UNKNW                   116     0.99    12000.00        4/12/07 
        OR              2580664 72.00                   4/12/97
        97216                   0
                                        7.5%





        HAWLEY  PA
        UNKNW                   120     0.99    $8,867.31
        PA              2580665 79.00 116               12000.00        4/12/97
        18428                   0                       12:00 AM
                                        7.5%



        10757  SOUTH AVENUE L   120             $29,657.05
        CHICAGO         116     1.99    30000.00        4/12/07 
        IL              2580666 82.00                   4/12/97
        60617                   0
                                        7.5%



        EDINA  MN               120             $21,457.80
        UNKNW                   116     0.99    30000.00        4/12/07 
        MN              2580667 77.00                   4/12/97
        55424                   0
                                        7.5%



        MINNEAPO  MN            120             $20,000.00
        UNKNW                   116     0.99    20000.00        4/12/07 
        MN              2580668 58.00                   4/12/97
        55430                   0
                                        7.5%



        SCARBORO  ME            120             $19,513.37
        UNKNW                   116     1.99    45500.00        4/8/07 
        ME              2580669 90.00                   4/12/97
        04074                   0
                                        7.5%



        430  HOLLY COURT        120             $17,853.00
        MIDDLETOWN              116     0.99    18000.00        4/11/07 
        DE              2580670 72.00                   4/12/97
        19709                   0
                                        7.5%



        916  DEWEY STREET       120             $9,709.77
        ELDORADO                116     0.99    10000.00        4/11/07 
        IL              2580671 67.00                   4/11/97
        62930                   0
                                        7.5%



        ROUTE  1 BOX 287        120             $26,243.97
        LAMAR                   116     0.99    28200.00        4/11/07 
        MS              2580672 80.00                   4/14/97
        38642                   0
                                        7.5%



        2590  OLD HIGHWAY 99 SOUTH 120          $8,548.87
        ASHLAND         116     0.99    15000.00        4/9/07 
        OR              2580673 69.00                   4/14/97
        97520                   0
                                        7.5%



        TOOMSUBA  MS            120             $27,853.56
        UNKNW                   116     0.99    30000.00        4/11/07 
        MS              2580674 67.00                   4/11/97
        39364                   0
                                        7.5%



        1109  SOUTH OAK AVENUE 120              $42,912.30
        BROKEN ARROW            116     0.99    45000.00        4/11/07 
        OK              2580675 80.00                   4/11/97
        74012                   0
                                        7.5%





        BEVERLY  HILLS CA
        UNKNW                   120     0.99    $170,000.00
        CA              2580676 9.00 116                250000.00 4/11/97
        90201                   0                       12:00 AM
                                        7.5%



        6426  SOUTHAMPTON       120             $68,663.97
        CLARKSTON               116     1.99    68700.00        4/11/07 
        MI              2580677 90.00                   4/11/97
        48346                   0
                                        7.5%



        LEBANON  IN             120             $8,989.68
        UNKNW                   116     1.99    10000.00        4/11/07 
        IN              2580678 88.00                   4/11/97
        46052                   0
                                        7.5%



        5031  S. BELSAY 120             $6,364.48
        GRAND BLANC             116     1.99    36400.00        4/11/07 
        MI              2580679 90.00                   4/11/97
        48439                   0
                                        7.5%



        34811  GLADSTONE PLACE 120              $17,696.82
        FREMONT         116     1.99    72500.00        4/10/07 
        CA              2580680 90.00                   4/10/97
        94555                   0
                                        7.5%



        TEWKSBUR  MA            120             $14,146.35
        UNKNW                   116     0.99    20500.00        4/11/07 
        MA              2580681 79.00                   4/11/97
        01876                   0
                                        7.5%



        24094  FOXMOOR BLVD     120             $8,355.66
        WOODHAVEN               116     0.99    110200.00 4/11/07 
        MI              2580682 89.00                   4/11/97
        48183                   0
                                        7.5%



        8  WOODDUCK DRIVE       120             $29,695.71
        MULLICA HILL            116     0.99    30000.00        4/12/07 
        NJ              2580683 63.00                   4/12/97
        08062                   0
                                        7.5%



        VICKSBUR  MS            120             $30,046.46
        UNKNW                   116     0.99    43000.00        4/12/07 
        MS              2580684 78.00                   4/12/97
        39180                   0
                                        7.5%



        KNOXVILL  TN            120             $26,106.98
        UNKNW                   116     1.99    34200.00        4/7/07 
        TN              2580685 90.00                   4/12/97
        37914                   0
                                        7.5%



        1735  WOODMORE OAKS     120             $15,077.91
        MANCHESTER              116     0.99    50000.00        4/12/07 
        MO              2580686 36.00                   4/12/97
        63021                   0
                                        7.5%





        MITCHELL  SD
        UNKNW                   60      1.99    $38,485.97
        SD              2580687 90.00 56                38500.00        4/10/97
        57301                   0                       12:00 AM
                                        7.5%



        HUDSON  IA              120             $1,997.34
        UNKNW                   116     1.99    10000.00        4/10/07 
        IA              2580688 90.00                   4/10/97
        50643                   0
                                        7.5%



        12  NESBIT DRIVE        120             $39,000.00
        BOW                     116     1.99    39000.00        4/11/07 
        NH              2580689 90.00                   4/11/97
        03304                   0
                                        7.5%



        5  MORGAN COURT 120             $50,792.86
        BURR RIDGE              116     0.99    120000.00 4/10/07 
        IL              2580690 63.00                   4/10/97
        60521                   0
                                        7.5%



        1107  DISCOVERY WAY     120             $40,100.00
        CONCORD         116     1.99    40100.00        4/10/07 
        CA              2580691 90.00                   4/10/97
        94521                   0
                                        7.5%



        NEWTON  MA              120             $47,782.49
        UNKNW                   116     0.99    100000.00 4/10/07 
        MA              2580692 74.00                   4/10/97
        02159                   0
                                        7.5%



        MANHASSE  NY            120             $46,648.00
        UNKNW                   116     0.99    50000.00        4/11/07 
        NY              2580693 72.00                   4/11/97
        11030                   0
                                        7.5%



        551  W. MIRAMONT STREET 120             $15,588.86
        RIALTO                  116     1.99    15600.00        4/11/07 
        CA              2580694 90.00                   4/11/97
        92376                   0
                                        7.5%



        TOLEDO  OH              120             $30,956.03
        UNKNW                   116     0.99    35000.00        4/4/07 
        OH              2580695 76.00                   4/11/97
        43611                   0
                                        7.5%



        4617  ANDREWS DRIVE     120             $14,772.69
        WINSTON SALEM           116     1.99    15000.00        4/9/07 
        NC              2580696 86.00                   4/11/97
        27106                   0
                                        7.5%



        2060  OSTRUM DRIVE      120             $9,697.96
        WATERFORD               116     0.99    10000.00        4/11/07 
        MI              2580697 14.00                   4/11/97
        48328                   0
                                        7.5%





        TULSA  OK
        UNKNW                   120     0.99    $19,796.21
        OK              2580698 69.00 116               20000.00        4/11/97
        74133                   0                       12:00 AM
                                        7.5%



        GLADWIN  MI             120             $10,776.15
        UNKNW                   116     0.99    11000.00        4/10/07 
        MI              2580699 64.00                   4/10/97
        48624                   0
                                        7.5%



        9501  LYNNHALL PLACE    120             $33,000.00
        ALEXANDRIA              116     0.99    150000.00 4/10/07 
        VA              2580700 72.00                   4/10/97
        22309                   0
                                        7.5%



        4895  N STATE ROAD #55 120              $45,009.77
        ATTICA                  116     0.99    60000.00        4/10/07 
        IN              2580701 60.00                   4/10/97
        47918                   0
                                        7.5%



        39  RED BANK ROAD       120             $5,022.28
        SPOTSWOOD               116     0.99    22700.00        4/10/07 
        NJ              2580702 80.00                   4/10/97
        08884                   0
                                        7.5%



        SUMMERDA  AL            120             $11,944.07
        UNKNW                   116     0.99    12000.00        4/11/07 
        AL              2580703 69.00                   4/11/97
        36580                   0
                                        7.5%



        143  COLOMA WAY 120             $25,000.00
        SACRAMENTO              116     1.99    25000.00        4/10/07 
        CA              2580704 90.00                   4/10/97
        95819                   0
                                        7.5%



        2483  FLORY DRIVE       120             $32,612.20
        SAN JOSE                116     0.99    50000.00        4/9/07 
        CA              2580705 79.00                   4/9/97
        95121                   0
                                        7.5%



        RR  1 BOX 856           120             $49,853.79
        ROCKVILLE               116     0.99    50000.00        4/10/07 
        IN              2580706 69.00                   4/10/97
        47872                   0
                                        7.5%



        241  WEST PLACITA SINFIN 120            $19,984.82
        GREEN VALLEY            116     0.99    25100.00        4/4/07 
        AZ              2580707 66.00                   4/10/97
        85614                   0
                                        7.5%



        FREMONT  CA             120             $46,627.84
        UNKNW                   116     0.99    53000.00        4/9/07 
        CA              2580708 62.00                   4/9/97
        94539                   0
                                        7.5%





        2936  CORAL SHORES DRIVE
        FT. LAUDERDALE  120     0.99    $23,278.41
        FL              2580709 80.00 116               24300.00        4/10/97
        33306                   0                       12:00 AM
                                        7.5%



        DEFIANCE  OH            120             $34,925.64
        UNKNW                   116     0.99    60000.00        4/8/07 
        OH              2580710 57.00                   4/10/97
        43512                   0
                                        7.5%



        12014  RUNNING CREEK ROAD 120           $18,893.44
        LOUISVILLE              116     1.99    27900.00        4/12/07 
        KY              2580711 90.00                   4/12/97
        40243                   0
                                        7.5%



        324  WILLIE HATCHER     120             $20,997.59
        CHINQUAPIN              116     0.99    30000.00        4/9/07 
        NC              2580712 79.00                   4/9/97
        28521                   0
                                        7.5%



        RR2  BOX 4101           120             $20,124.75
        TUCKER                  116     0.99    22200.00        4/9/07 
        VT              2580713 75.00                   4/9/97
        05641                   0
                                        7.5%



        DUFFY  LANE             120             $16,410.63
        CANYON CREEK            116     0.99    16500.00        4/9/07 
        MT              2580714 60.00                   4/9/97
        59633                   0
                                        7.5%



        1219  NORTH DYE ROAD    120             $3,674.31
        FLINT                   116     0.99    30000.00        4/9/07 
        MI              2580715 41.00                   4/9/97
        48532                   0
                                        7.5%



        13120  NORTH 150TH AVENUE  120          $7,968.62
        COLLINSVILLE            116     0.99    30000.00        4/9/07 
        OK              2580716 66.00                   4/9/97
        74021                   0
                                        7.5%



        MANDEVIL  LA            120             $20,161.00
        UNKNW                   116     0.99    30000.00        4/9/07 
        LA              2580717 37.00                   4/9/97
        70471                   0
                                        7.5%



        589  LAURA LANE 120             $25,938.16
        ORTONVILLE              116     0.99    30000.00        4/9/07 
        MI              2580718 34.00                   4/9/97
        48462                   0
                                        7.5%



        1108  NORTH BARKLEY STREET 120          $19,330.17
        MESA                    116     0.99    25100.00        4/8/07 
        AZ              2580719 80.00                   4/8/97
        85203                   0
                                        7.5%





        1388  ALMOND
        TROY                    120     0.99    $35,000.00
        MI              2580720 80.00 116               88000.00        4/9/97
        48098                   0                       12:00 AM
                                        7.5%



        VALLEJO  CA             120             $38,827.47
        UNKNW                   116     1.99    39000.00        4/3/07 
        CA              2580721 90.00                   4/8/97
        94591                   0
                                        7.5%



        3530  COLLEGE ROAD      120             $12,550.00
        OLIVE BRANCH            116     1.99    20000.00        4/9/07 
        MS              2580722 84.00                   4/9/97
        38654                   0
                                        7.5%



        448  SERRA DRIVE        120             $10,612.70
        WHITE LAKE              116     0.99    15000.00        4/9/07 
        MI              2580723 79.00                   4/9/97
        48386                   0
                                        7.5%



        932  OAKWOOD COURT      120             $47,905.80
        GLEN ELLYN              116     0.99    50000.00        4/9/07 
        IL              2580724 70.00                   4/9/97
        60137                   0
                                        7.5%



        GARDNERV  NV            120             $3,161.01
        UNKNW                   116     0.99    10000.00        4/9/07 
        NV              2580725 69.00                   4/9/97
        89418                   0
                                        7.5%



        CALIFON  NJ             120             $21,725.29
        UNKNW                   116     0.99    100000.00 4/8/07 
        NJ              2580726 64.00                   4/8/97
        07830                   0
                                        7.5%



        6540  N MESA VIEW DRIVE 120             $36,188.63
        TUCSON                  116     0.99    75000.00        4/8/07 
        AZ              2580727 67.00                   4/8/97
        85718                   0
                                        7.5%



        1  DEERFIELD LANE       120             $1,786.60
        WARRENTON               116     0.99    32700.00        4/4/07 
        MO              2580728 80.00                   4/4/97
        63383                   0
                                        7.5%



        50  BELLAMY ROAD        120             $10,000.00
        DOVER                   116     0.99    25000.00        4/10/07 
        NH              2580729 61.00                   4/10/97
        03820                   0
                                        7.5%



        404  NORTH 11TH STREET 120              $26,349.80
        SARATOGA                116     0.99    28000.00        4/4/07 
        WY              2580730 80.00                   4/4/97
        82334                   0
                                        7.5%





        NEWTON  NJ
        UNKNW                   120     0.99    $1,167.62
        NJ              2580731 66.00 116               30000.00        4/8/97
        07860                   0                       12:00 AM
                                        7.5%



        TURNERSV  NJ            120             $30,927.32
        UNKNW                   116     0.99    32000.00        4/9/07 
        NJ              2580732 66.00                   4/9/97
        08012                   0
                                        7.5%



        7703  24TH AVENUE WEST 120              $24,914.87
        BRADENTON               116     0.99    45000.00        4/8/07 
        FL              2580733 80.00                   4/8/97
        34209                   0
                                        7.5%



        252  MCCHESNEY STREET   120             $11,973.14
        WILSON                  116     1.99    12100.00        4/9/07 
        NY              2580734 90.00                   4/9/97
        14172                   0
                                        7.5%



        TUCSON  AZ              120             $64,567.04
        UNKNW                   116     0.99    85000.00        4/8/07 
        AZ              2580735 54.00                   4/8/97
        85749                   0
                                        7.5%



        79  CALUMET AVENUE      120             $9,108.04
        OAKLAND         116     1.99    35300.00        4/8/07 
        NJ              2580736 90.00                   4/8/97
        07436                   0
                                        7.5%



        SALINAS  CA             120             $25,488.79
        UNKNW                   116     0.99    81600.00        4/8/07 
        CA              2580737 47.00                   4/8/97
        93906                   0
                                        7.5%



        296  BLACKHAWK ROAD     120             $24,083.01
        RIVERSIDE               116     1.99    50000.00        4/8/07 
        IL              2580738 90.00                   4/8/97
        60546                   0
                                        7.5%



        5742  E. CAMDEN STREET 120              $28,016.06
        TUCSON                  116     0.99    30000.00        4/2/07 
        AZ              2580739 74.00                   4/8/97
        85712                   0
                                        7.5%



        1236  WELLINGTON DRIVE 120              $6,221.19
        CLEARWATER              116     0.99    10000.00        4/8/07 
        FL              2580740 78.00                   4/8/97
        34624                   0
                                        7.5%



        8849  SCENIC BLUFF LANE 120             $25,569.35
        WHITE LAKE              116     0.99    41700.00        4/8/07 
        MI              2580741 80.00                   4/8/97
        48386                   0
                                        7.5%





        3502  W. 229TH PLACE
        TORRANCE                120     1.99    $32,595.65
        CA              2580742 90.00 116               38600.00        4/8/97
        90505                   0                       12:00 AM
                                        7.5%



        3916  WALWORTH DRIVE    120             $2,294.82
        RICHMOND                116     0.99    10000.00        4/8/07 
        VA              2580743 61.00                   4/8/97
        23237                   0
                                        7.5%



        PAINESVI  OH            120             $42,936.20
        UNKNW                   116     1.99    44200.00        4/9/07 
        OH              2580744 89.00                   4/9/97
        44077                   0
                                        7.5%



        7027  BASCOMBE DRIVE    120             $21,608.74
        DAYTON                  116     0.99    25000.00        4/8/07 
        OH              2580745 45.00                   4/8/97
        45424                   0
                                        7.5%



        4473  PARKSIDE  120             $2,077.88
        ALLEN PARK              116     0.99    36500.00        4/8/07 
        MI              2580746 64.00                   4/8/97
        48101                   0
                                        7.5%



        VISALIA  CA             120             $12,180.00
        UNKNW                   116     1.99    12200.00        4/7/07 
        CA              2580747 91.00                   4/7/97
        93291                   0
                                        7.5%



        JOHNSTON  RI            120             $14,246.31
        UNKNW                   116     1.99    17700.00        4/7/07 
        RI              2580748 90.00                   4/7/97
        02919                   0
                                        7.5%



        9902  ACKER RD. 120             $5,363.89
        HUDSON                  116     0.99    48500.00        4/7/07 
        IA              2580749 78.00                   4/7/97
        50643                   0
                                        7.5%



        8918  E. 12TH           120             $59,850.00
        TULSA                   116     0.99    60000.00        4/11/07 
        OK              2580750 68.00                   4/11/97
        74112                   0
                                        7.5%



        2125  PALACE COURT      120             $18,300.00
        AUBURN                  116     1.99    18300.00        4/11/07 
        IN              2580751 90.00                   4/11/97
        46706                   0
                                        7.5%



        0424  SUMMIT COUNTY ROAD  120           $11,577.33
        BRECKENRIDGE            116     0.99    30000.00        4/8/07 
        CO              2580752 75.00                   4/8/97
        80424                   0
                                        7.5%





        3125  JAY DRIVE
        ANDERSON                120     0.99    $20,969.21
        IN              2580753 62.00 116               25000.00        4/8/97
        46012                   0                       12:00 AM
                                        7.5%



        2844  TIMBER CREEK DRIVE 120            $35,519.48
        CORTLAND                116     0.99    50000.00        4/8/07 
        OH              2580754 58.00                   4/8/97
        44410                   0
                                        7.5%



        25382  SHADYWOOD        120             $31,680.13
        LAGUNA NIGUEL           116     1.99    32000.00        4/8/07 
        CA              2580755 90.00                   4/8/97
        92677                   0
                                        7.5%



        209  LARSON STREET      120             $7,191.00
        IONIA                   116     0.99    10000.00        4/8/07 
        MI              2580756 59.00                   4/8/97
        48846                   0
                                        7.5%



        1119  PARK STREET       120             $12,857.67
        TARENTUM                116     1.99    20000.00        4/10/07 
        PA              2580757 84.00                   4/10/97
        15084                   0
                                        7.5%



        315  SE TIMBERCREEK     120             $17,132.90
        LEES SUMMIT             116     1.99    17900.00        4/4/07 
        MO              2580758 90.00                   4/8/97
        64063                   0
                                        7.5%



        13450  WARD WAY 120             $60,000.00
        SARATOGA                116     0.99    100000.00 4/7/07 
        CA              2580759 53.00                   4/7/97
        95070                   0
                                        7.5%



        TROY  IL                120             $9,980.00
        UNKNW                   116     1.99    10000.00        4/7/07 
        IL              2580760 90.00                   4/7/97
        62294                   0
                                        7.5%



        CHICAGO  IL             120             $20,440.15
        UNKNW                   116     0.99    25000.00        4/4/07 
        IL              2580761 65.00                   4/7/97
        60647                   0
                                        7.5%



        2150  BLAIRMONT DRIVE   120             $39,640.18
        PITTSBURGH              116     0.99    100000.00 4/7/07 
        PA              2580762 64.00                   4/7/97
        15241                   0
                                        7.5%



        320  TOPAZ STREET       120             $47,944.57
        REDWOOD CITY            116     1.99    50000.00        4/7/07 
        CA              2580763 84.00                   4/7/97
        94062                   0
                                        7.5%





        R  R 1 BOX 6835, ROUTE 15
        UNDERHILL               120     0.99    $18,446.96
        VT              2580764 77.00 116               20000.00        4/7/97
        05489                   0                       12:00 AM
                                        7.5%



        17525  ORANGE TERRACE   120             $48,249.48
        YORBA LINDA             116     1.99    50000.00        4/7/07 
        CA              2580765 89.00                   4/7/97
        92886                   0
                                        7.5%



        104  LANTERN HILL ROAD 120              $27,170.86
        MYSTIC                  116     0.99    35000.00        4/7/07 
        CT              2580766 77.00                   4/7/97
        06355                   0
                                        7.5%



        ROCHESTE  HILLS MI      120             $25,453.97
        UNKNW                   116     0.99    30000.00        4/7/07 
        MI              2580767 44.00                   4/7/97
        48306                   0
                                        7.5%



        24015  SCOTT DRIVE      120             $5,413.23
        FARMINGTON              116     0.99    40000.00        4/7/07 
        MI              2580768 69.00                   4/7/97
        48336                   0
                                        7.5%



        2640  HAWAII COURT      120             $16,519.66
        GREEN RIVER             116     0.99    30000.00        4/7/07 
        WY              2580769 71.00                   4/7/97
        82935                   0
                                        7.5%



        2  SHERIDAN AVENUE      120             $7,084.24
        WALDWICK                116     0.99    10000.00        4/7/07 
        NJ              2580770 77.00                   4/7/97
        07463                   0
                                        7.5%



        PLEASANT  CA            120             $24,967.21
        UNKNW                   116     0.99    35000.00        4/2/07 
        CA              2580771 80.00                   4/2/97
        94588                   0
                                        7.5%



        CHICAGO  IL             120             $60,000.00
        UNKNW                   116     1.99    60000.00        4/4/07 
        IL              2580772 90.00                   4/4/97
        60626                   0
                                        7.5%



        611  KINGSWOOD STREET   120             $19,743.65
        DURAND                  116     0.99    19800.00        4/4/07 
        MI              2580773 80.00                   4/4/97
        48429                   0
                                        7.5%



        STRATTON  ME            120             $46,926.49
        UNKNW                   116     0.99    60000.00        4/3/07 
        ME              2580774 80.00                   4/5/97
        04982                   0
                                        7.5%





        5270  OZARK MOUNTAIN PLACE
        RANCHO          120     0.99    $16,186.95
        CA              2580775 44.00 116               25000.00        4/6/97
        91737                   0                       12:00 AM
                                        7.5%



        GERMANSV  PA            120             $8,611.72
        UNKNW                   116     0.99    10000.00        4/5/07 
        PA              2580776 11.00                   4/5/97
        18053                   0
                                        7.5%



        32  WATERBURY ROAD      120             $24,418.79
        WARWICK         116     0.99    30000.00        4/5/07 
        NY              2580777 63.00                   4/5/97
        10990                   0
                                        7.5%



        SANTA  ROSA CA  120             $19,092.59
        UNKNW                   116     0.99    30000.00        4/5/07 
        CA              2580778 77.00                   4/5/97
        95401                   0
                                        7.5%



        1383  E DEXTER DRIVE    120             $15,167.60
        PORT ORANGE             116     0.99    20000.00        4/5/07 
        FL              2580779 78.00                   4/5/97
        32119                   0
                                        7.5%



        1976  LANCASTER 120             $9,332.92
        GROSSE POINTE           116     0.99    20000.00        4/5/07 
        MI              2580780 80.00                   4/5/97
        48236                   0
                                        7.5%



        PITTSFOR  VT            120             $24,433.92
        UNKNW                   116     1.99    24200.00        4/5/07 
        VT              2580781 90.00                   4/5/97
        05763                   0
                                        7.5%



        LEXINGTO  MI            120             $14,059.34
        UNKNW                   115     0.99    15000.00        3/27/07 
        MI              2580782 59.00                   3/27/97
        48450                   0
                                        7.5%



        LUTZ  FL                120             $18,489.32
        UNKNW                   116     0.99    30000.00        4/4/07 
        FL              2580783 50.00                   4/4/97
        33549                   0
                                        7.5%



        3736  WEST HERBISON     120             $21,604.56
        DEWITT                  116     0.99    30000.00        4/4/07 
        MI              2580784 76.00                   4/4/97
        48820                   0
                                        7.5%



        513  CYPRESS COURT      120             $28,110.67
        BENICIA         116     1.99    35000.00        4/2/07 
        CA              2580785 82.00                   4/2/97
        94510                   0
                                        7.5%





        NORTH  TONAWANDA NY
        UNKNW                   120     0.99    $21,512.09
        NY              2580786 54.00 116               30000.00        4/4/97
        14120                   0                       12:00 AM
                                        7.5%



        ANCHORAG  AK            120             $7,222.51
        UNKNW                   116     0.99    25100.00        4/2/07 
        AK              2580787 80.00                   4/2/97
        99517                   0
                                        7.5%



        188  8TH AVENUE 120             $4,700.89
        MANILLA         116     0.99    10000.00        4/4/07 
        IA              2580788 79.00                   4/4/97
        51454                   0
                                        7.5%



        MIAMI  FL               120             $14,992.59
        UNKNW                   116     0.99    16000.00        4/4/07 
        FL              2580789 80.00                   4/4/97
        33190                   0
                                        7.5%



        1204  FOXVIEW TERRACE   120             $17,499.33
        BALLWIN         116     0.99    61100.00        4/4/07 
        MO              2580790 80.00                   4/4/97
        63011                   0
                                        7.5%



        54  VILLAGE ROAD        120             $19,900.00
        SOUTH                   115     1.99    44900.00        3/27/07 
        NJ              2580791 89.00                   3/27/97
        08824                   0
                                        7.5%



        603  SPRING RIDGE DRIVE 120             $32,000.00
        KENNESAW                116     0.99    32000.00        4/4/07 
        GA              2580792 45.00                   4/4/97
        30144                   0
                                        7.5%



        LAVEROCK  PA            120             $24,146.76
        UNKNW                   116     0.99    50000.00        4/4/07 
        PA              2580793 27.00                   4/4/97
        19038                   0
                                        7.5%



        SOUTHFIE  MI            120             $9,905.03
        UNKNW                   116     1.99    18000.00        4/4/07 
        MI              2580794 90.00                   4/4/97
        48075                   0
                                        7.5%



        1120  COURTLAND COURT   120             $13,929.51
        FAIRFIELD               116     1.99    14100.00        4/3/07 
        CA              2580795 90.00                   4/3/97
        94533                   0
                                        7.5%



        SAGINAW  MI             120             $14,995.51
        UNKNW                   116     1.99    15000.00        4/3/07 
        MI              2580796 88.00                   4/3/97
        48609                   0
                                        7.5%





        1391  S. SENECA CT
        DENVER          120     1.99    $22,752.78
        CO              2580797 90.00 116               29500.00        4/3/97
        80223                   0                       12:00 AM
                                        7.5%



        10132  N  MCKINLEY      120             $15,849.07
        MONTROSE                115     1.99    28200.00        3/27/07 
        MI              2580798 90.00                   3/27/97
        48457                   0
                                        7.5%



        ESTES  PARK CO  120             $27,000.00
        UNKNW                   116     1.99    27000.00        4/2/07 
        CO              2580799 90.00                   4/3/97
        80517                   0
                                        7.5%



        3822  BELLE VISTA DRIVE E 120           $32,108.64
        ST PETERSBURG,          115     1.99    32200.00        3/28/07 
        FL              2580800 90.00                   3/28/97
        33706                   0
                                        7.5%



        4111  BRISTOLWOOD       120             $3,460.17
        FLINT                   116     1.99    24500.00        4/3/07 
        MI              2580801 90.00                   4/3/97
        48507                   0
                                        7.5%



        713  FOREST AVENUE      120             $11,397.52
        RIVER FOREST            116     0.99    12000.00        4/3/07 
        IL              2580802 71.00                   4/3/97
        60305                   0
                                        7.5%



        CAPE  ELIZABETH ME      120             $41,939.07
        UNKNW                   116     1.99    63600.00        4/4/07 
        ME              2580803 90.00                   4/4/97
        04107                   0
                                        7.5%



        30  BLUE SPRUCE DRIVE   120             $30,000.00
        UPPER SADDLE            116     0.99    100000.00 4/4/07 
        NJ              2580804 76.00                   4/4/97
        07458                   0
                                        7.5%



        COLUMBUS  OH            120             $44,480.17
        UNKNW                   116     0.99    45000.00        4/4/07 
        OH              2580805 73.00                   4/4/97
        43227                   0
                                        7.5%



        PLYMOUTH  MI            120             $20,000.00
        UNKNW                   116     0.99    75000.00        4/4/07 
        MI              2580806 77.00                   4/4/97
        48170                   0
                                        7.5%



        10455  SAN MARCOS ROAD 120              $25,000.00
        ATASCADERO              116     0.99    25000.00        4/2/07 
        CA              2580807 67.00                   4/2/97
        93422                   0
                                        7.5%





        ROCHESTE  HILLS, MI
        UNKNW                   180     0.99    $56,500.00
        MI              2580808 76.00 76                85000.00        12/15/88
        48309                   0                       12:00 AM
                                        7.5%



        674  TOWNBANK ROAD      120             $28,251.06
        NORTH CAPE MAY          116     1.99    31800.00        4/2/07 
        NJ              2580809 90.00                   4/2/97
        08204                   0
                                        7.5%



        COLUMBUS  GA            120             $17,083.62
        UNKNW                   115     0.99    50000.00        3/26/07 
        GA              2580810 71.00                   3/26/97
        31904                   0
                                        7.5%



        CAROLINA  BEACH NC      120             $27,596.73
        UNKNW                   116     0.99    31000.00        4/3/07 
        NC              2580811 79.00                   4/3/97
        28428                   0
                                        7.5%



        818  SHERWOOD ROAD      120             $9,538.70
        SHOREVIEW               116     1.99    10000.00        4/3/07 
        MN              2580812 86.00                   4/3/97
        55126                   0
                                        7.5%



        OVERLAND  PARK KS       120             $20,502.45
        UNKNW                   116     0.99    30000.00        4/3/07 
        KS              2580813 40.00                   4/3/97
        66212                   0
                                        7.5%



        SILVER  SPRING MD       120             $11,197.52
        UNKNW                   115     0.99    15000.00        3/31/07 
        MD              2580814 54.00                   3/31/97
        20906                   0
                                        7.5%



        BLANCHAR  OK            120             $18,146.75
        UNKNW                   116     0.99    30000.00        4/2/07 
        OK              2580815 80.00                   4/3/97
        73010                   0
                                        7.5%



        11904  PERSIMMON AVENUE NE 120          $45,000.00
        ALBUQUERQUE             116     1.99    68700.00        4/2/07 
        NM              2580816 90.00                   4/2/97
        87111                   0
                                        7.5%



        5335  PARVIEW           120             $10,014.22
        CLARKSTON               116     0.99    12100.00        4/3/07 
        MI              2580817 80.00                   4/3/97
        48346                   0
                                        7.5%



        12830  54TH AVENUE N.   120             $19,880.82
        MINNEAPOLIS             116     1.99    54800.00        4/8/07 
        MN              2580818 89.00                   4/8/97
        55442                   0
                                        7.5%





        339  LIGHT HOUSE WAY
        SACRAMENTO              120     0.99    $53,017.74
        CA              2580819 80.00 113               53300.00        1/7/97
        95831                   51                      12:00 AM
                                        7.5%



        1152  TOWN ROAD 384     120             $7,382.64
        BAUDETTE,               116     0.99    30000.00        4/2/07 
        MN              2580820 80.00                   4/2/97
        56623                   0
                                        7.5%



        375  UNION STREET       120             $7,196.61
        LODI                    116     0.99    15000.00        4/2/07 
        NJ              2580821 55.00                   4/2/97
        07644                   0
                                        7.5%



        TUJUNGA  CA             120             $2,000.00
        UNKNW                   116     1.99    25000.00        4/2/07 
        CA              2580822 86.00                   4/2/97
        91042                   0
                                        7.5%



        WEST  5364 410TH AVENUE 120             $35,078.20
        ELLSWORTH               115     0.99    45000.00        3/31/07 
        WI              2580823 80.00                   3/31/97
        54011                   0
                                        7.5%



        EAST  AURORA NY 120             $15,450.09
        UNKNW                   116     0.99    20000.00        4/2/07 
        NY              2580824 68.00                   4/2/97
        14052                   0
                                        7.5%



        HOWELL  MI              120             $17,445.75
        UNKNW                   116     0.99    70000.00        4/2/07 
        MI              2580825 79.00                   4/2/97
        48843                   0
                                        7.5%



        2362  EAST CAMERON AVENUE 120           $26,813.49
        COVINA                  116     1.99    28500.00        4/2/07 
        CA              2580826 90.00                   4/2/97
        91724                   0
                                        7.5%



        3403  MILBURN STREET    120             $42,977.57
        ROCKLIN         116     0.99    43000.00        4/2/07 
        CA              2580827 66.00                   4/2/97
        95765                   0
                                        7.5%



        23342  DERBY LANE       120             $39,627.47
        FARMINGTON              116     0.99    65100.00        4/2/07 
        MI              2580828 80.00                   4/2/97
        48336                   0
                                        7.5%



        1153  HUMBOLDT STREET   120             $14,411.85
        SANTA ROSA              116     1.99    21000.00        4/2/07 
        CA              2580829 90.00                   4/2/97
        95404                   0
                                        7.5%





        8602  EDENFIELD COVE
        GERMANTOWN              120     0.99    $13,402.73
        TN              2580830 73.00 116               50000.00        4/2/97
        38138                   0                       12:00 AM
                                        7.5%



        LAS  VEGAS NV           120             $27,453.26
        UNKNW                   115     1.99    28500.00        3/28/07 
        NV              2580831 90.00                   3/31/97
        89117                   0
                                        7.5%



        2704  CUMBERLAND AVENUE 120             $7,807.46
        MOUNT PENN              115     0.99    20000.00        3/28/07 
        PA              2580832 80.00                   3/28/97
        19606                   0
                                        7.5%



        2242  E JAEGER  120             $21,296.41
        MESA                    115     0.99    25100.00        3/31/07 
        AZ              2580833 73.00                   3/31/97
        85213                   0
                                        7.5%



        454  KUHN FORDING ROAD 120              $2,270.30
        EAST BERLIN             115     1.99    10000.00        3/31/07 
        PA              2580834 86.00                   3/31/97
        17316                   0
                                        7.5%



        1200  SEVEREN COURT     120             $46,700.00
        AMBLER                  115     1.99    46700.00        3/31/07 
        PA              2580835 90.00                   3/31/97
        19002                   0
                                        7.5%



        32754  FAIRCHILD        120             $5,475.23
        WESTLAND                115     0.99    36400.00        3/21/07 
        MI              2580836 80.00                   3/21/97
        48186                   0
                                        7.5%



        173  RAINIER AVENUE     120             $13,936.25
        LIVERMORE               115     0.99    20000.00        3/31/07 
        CA              2580837 53.00                   3/31/97
        94550                   0
                                        7.5%



        2780  BENEDICT LANE     120             $11,987.88
        SHELBY          115     0.99    45000.00        3/31/07 
        MI              2580838 35.00                   3/31/97
        48315                   0
                                        7.5%



        RICHMOND  VA            120             $11,349.71
        UNKNW                   115     1.99    22000.00        3/21/07 
        VA              2580839 90.00                   3/21/97
        23233                   0
                                        7.5%



        740  DIXIE BLVD 120             $15,826.93
        ALGONAC         115     1.99    16000.00        3/31/07 
        MI              2580840 87.00                   3/31/97
        48001                   0
                                        7.5%





        774  FIFTH AVENUE
        RIVER EDGE              120     1.99    $31,000.00
        NJ              2580841 90.00 115               31000.00        3/31/97
        07661                   0                       12:00 AM
                                        7.5%



        22022  S DANS AVENUE    120             $29,331.06
        BEAVERCREEK             115     1.99    30000.00        3/26/07 
        OR              2580842 90.00                   3/27/97
        97004                   0
                                        7.5%



        2  ESTHER CIRCLE        120             $14,814.14
        SINKING SPRING          115     0.99    25000.00        3/29/07 
        PA              2580843 78.00                   3/29/97
        19608                   0
                                        7.5%



        27  NELSON COURT        120             $14,587.47
        DALY CITY               116     0.99    69000.00        4/3/07 
        CA              2580844 80.00                   4/3/97
        94015                   0
                                        7.5%



        3125  OLD CARRIAGE TRAIL 120            $4,409.73
        BRIGHTON                115     0.99    17000.00        3/28/07 
        MI              2580845 80.00                   3/28/97
        48116                   0
                                        7.5%



        4066  W KENDERTON TRAIL 120             $3,437.19
        BEAVERCREEK             115     0.99    24000.00        3/21/07 
        OH              2580846 69.00                   3/21/97
        45430                   0
                                        7.5%



        585  COVINGTON  120             $10,064.54
        SOUTH LYON              115     0.99    14000.00        3/21/07 
        MI              2580847 75.00                   3/21/97
        48178                   0
                                        7.5%



        ROBBINS  IL             120             $24,905.85
        UNKNW                   115     0.99    25000.00        3/28/07 
        IL              2580848 43.00                   3/28/97
        60472                   0
                                        7.5%



        LEMON  GROVE CA 120             $1,694.47
        UNKNW                   115     1.99    19500.00        3/31/07 
        CA              2580849 90.00                   3/31/97
        91945                   0
                                        7.5%



        2176  PEPPERMILL ROAD   120             $27,429.38
        LAPEER                  115     0.99    37600.00        3/31/07 
        MI              2580850 80.00                   3/31/97
        48446                   0
                                        7.5%



        LOCKPORT  NY            120             $14,552.37
        UNKNW                   115     1.99    15300.00        3/31/07 
        NY              2580851 84.00                   3/31/97
        14094                   0
                                        7.5%





        6985  EAST 72ND STREET
        TULSA                   120     0.99    $5,684.15
        OK              2580852 78.00 115               60000.00        3/24/97
        74133                   0                       12:00 AM
                                        7.5%



        MODESTO  CA             120             $14,714.85
        UNKNW                   115     1.99    20000.00        3/31/07 
        CA              2580853 90.00                   3/31/97
        95350                   0
                                        7.5%



        1153  AIRPORT DRIVE     120             $14,784.66
        SOUTH                   115     0.99    15000.00        3/31/07 
        VT              2580854 75.00                   3/31/97
        05403                   0
                                        7.5%



        118  GALLERON WAY       120             $13,449.00
        SPARKS                  115     1.99    13500.00        3/28/07 
        NV              2580855 90.00                   3/28/97
        89431                   0
                                        7.5%



        HOLT  MI                120             $17,795.49
        UNKNW                   115     0.99    17800.00        3/28/07 
        MI              2580856 70.00                   3/28/97
        48842                   0
                                        7.5%



        MONTEREY  CA            120             $175,743.00
        UNKNW                   115     1.99    180000.00 3/28/07 
        CA              2580857 90.00                   3/28/97
        93940                   0
                                        7.5%



        46705  OAKPOINTE        120             $19,791.67
        MACOMB                  115     1.99    20000.00        3/28/07 
        MI              2580858 84.00                   3/28/97
        48042                   0
                                        7.5%



        WHITTIER  CA            120             $19,200.00
        UNKNW                   115     0.99    20000.00        3/25/07 
        CA              2580859 61.00                   3/25/97
        90605                   0
                                        7.5%



        MT.  CLEMENS MI 120             $9,212.04
        UNKNW                   115     1.99    13300.00        3/28/07 
        MI              2580860 90.00                   3/28/97
        4803                    0
                                        7.5%



        82  KEATS DRIVE 120             $49,063.58
        NEW WINDSOR             115     0.99    50000.00        3/27/07 
        NY              2580861 69.00                   3/27/97
        12553                   0
                                        7.5%



        2310  SOUTH SEYMOUR ROAD 120            $8,162.61
        SWARTZ CREEK            115     0.99    20000.00        3/29/07 
        MI              2580862 80.00                   3/29/97
        48473                   0
                                        7.5%





        FORT  MADISON IA
        UNKNW                   120     0.99    $27,971.59
        IA              2580863 50.00 115               30000.00        3/29/97
        52627                   0                       12:00 AM
                                        7.5%



        770  N. WOODROSE PLACE 120              $18,378.77
        TUCSON                  115     0.99    25100.00        3/28/07 
        AZ              2580864 80.00                   3/28/97
        85710                   0
                                        7.5%



        CLINTON  TOWNSHIP MI    120             $7,942.86
        UNKNW                   115     0.99    10000.00        3/27/07 
        MI              2580865 53.00                   3/27/97
        48038                   0
                                        7.5%



        417  VALVERDE DRIVE     120             $28,747.98
        SOUTH SAN               115     0.99    39200.00        3/29/07 
        CA              2580866 80.00                   3/29/97
        94080                   0
                                        7.5%



        PRINCETO  NJ            120             $33,508.00
        UNKNW                   115     0.99    40000.00        3/28/07 
        NJ              2580867 26.00                   3/28/97
        08540                   0
                                        7.5%



        127  CHICORA POINT      120             $30,999.25
        DATAW ISLAND            115     0.99    40000.00        3/28/07 
        SC              2580868 43.00                   3/28/97
        29920                   0
                                        7.5%



        4588  ALLEN ROAD        120             $13,762.16
        WEBBERVILLE             115     0.99    15000.00        3/28/07 
        MI              2580869 58.00                   3/28/97
        48892                   0
                                        7.5%



        72  EXETER ROAD 120             $12,327.69
        NORTH HAMPTON           115     0.99    20000.00        3/28/07 
        NH              2580870 78.00                   3/28/97
        03862                   0
                                        7.5%



        MARTINEZ  CA            120             $9,781.65
        UNKNW                   115     1.99    34200.00        3/27/07 
        CA              2580871 90.00                   3/27/97
        94553                   0
                                        7.5%



        446  SOUTH MAIN STREET 120              $19,354.76
        BETHLEHEM               115     0.99    20000.00        3/25/07 
        CT              2580872 70.00                   3/28/97
        06751                   0
                                        7.5%



        33  KIMBERLY ROAD       120             $9,063.01
        WOODBRIDGE              115     0.99    10000.00        3/28/07 
        NJ              2580873 57.00                   3/28/97
        07067                   0
                                        7.5%





        2216  BURNING RIDGE DRIVE
        FRANKTOWN               120     0.99    $28,591.93
        CO              2580874 39.00 115               30000.00        3/28/97
        80116                   0                       12:00 AM
                                        7.5%



        17360  OAK LEAF DRIVE   120             $28,398.58
        MORGAN HILL             115     0.99    30000.00        3/28/07 
        CA              2580875 79.00                   3/28/97
        95037                   0
                                        7.5%



        357  BLUNK              120             $11,082.71
        PLYMOUTH                115     1.99    41400.00        3/28/07 
        MI              2580876 90.00                   3/28/97
        48170                   0
                                        7.5%



        ENGLEWOO  NJ            120             $8,444.37
        UNKNW                   115     0.99    26000.00        3/27/07 
        NJ              2580877 74.00                   3/27/97
        07631                   0
                                        7.5%



        9  STONEWALL COURT      120             $23,886.97
        RINGWOOD                115     0.99    26800.00        3/28/07 
        NJ              2580878 80.00                   3/28/97
        07456                   0
                                        7.5%



        6378  WINDHAM PLACE     120             $18,940.20
        GRAND BLANC             115     1.99    19100.00        3/26/07 
        MI              2580879 89.00                   3/26/97
        48439                   0
                                        7.5%



        LANCASTE  CA            120             $20,490.14
        UNKNW                   115     1.99    20500.00        3/27/07 
        CA              2580880 90.00                   3/27/97
        93536                   0
                                        7.5%



        2016  WEST MCLEAN AVENUE 120            $63,700.00
        CHICAGO         115     1.99    63700.00        3/27/07 
        IL              2580881 90.00                   3/27/97
        60647                   0
                                        7.5%



        2111  PEAK              120             $39,550.62
        THOUSAND OAKS           115     0.99    40000.00        3/27/07 
        CA              2580882 57.00                   3/27/97
        91360                   0
                                        7.5%



        1185  ALTA MESA ROAD    120             $60,710.26
        MONTEREY                115     0.99    67200.00        3/27/07 
        CA              2580883 80.00                   3/27/97
        93940                   0
                                        7.5%



        14013  REBECCA DRIVE    120             $23,541.69
        PHILADELPHIA            115     1.99    24000.00        3/27/07 
        PA              2580884 90.00                   3/27/97
        19116                   0
                                        7.5%





        CLARKSTO  MI
        UNKNW                   120     0.99    $54,758.75
        MI              2580885 66.00 115               100000.00 3/27/97
        48348                   0                       12:00 AM
                                        7.5%



        3848  ELDER RD SOUTH    120             $36,544.23
        WEST                    115     1.99    37200.00        3/27/07 
        MI              2580886 88.00                   3/27/97
        48324                   0
                                        7.5%



        RICHLAND  OR            120             $19,710.01
        UNKNW                   115     0.99    30000.00        3/28/07 
        OR              2580887 22.00                   3/28/97
        97870                   0
                                        7.5%



        JENKS  OK               120             $9,958.42
        UNKNW                   115     1.99    10000.00        3/28/07 
        OK              2580888 89.00                   3/28/97
        74037                   0
                                        7.5%



        1961  PARADISE DRIVE    120             $19,943.00
        LEWISBURG               115     1.99    20100.00        3/28/07 
        TN              2580889 90.00                   3/28/97
        37091                   0
                                        7.5%



        1987  BISHOPWOOD        120             $9,492.59
        HARLEYSVILLE            115     1.99    10000.00        3/28/07 
        PA              2580890 85.00                   3/28/97
        19438                   0
                                        7.5%



        1828  LATTIMER LANE     120             $38,662.51
        **************          115     0.99    50000.00        3/24/07 
        TN              2580891 73.00                   3/24/97
        37075                   0
                                        7.5%



        29  DAYTONA STREET      120             $8,705.76
        SOUTH                   115     1.99    8800.00 3/14/07 
        ME              2580892 90.00                   3/24/97
        04106                   0
                                        7.5%



        13620  GLEN EAGLE CT.   120             $20,216.00
        ORLAND PARK             115     1.99    21400.00        3/25/07 
        IL              2580893 88.00                   3/25/97
        60462                   0
                                        7.5%



        79  ROUTE 202           120             $21,927.49
        BARRINGTON              115     1.99    22900.00        3/25/07 
        NH              2580894 90.00                   3/25/97
        03825                   0
                                        7.5%



        1037  ELMONT ROAD       120             $36,285.00
        VALLEY STREAM           115     0.99    53900.00        3/29/07 
        NY              2580895 80.00                   3/29/97
        11580                   0
                                        7.5%





        8640  GODFREY
        BELDING         120     0.99    $19,748.75
        MI              2580896 55.00 115               20000.00        3/25/97
        48809                   0                       12:00 AM
                                        7.5%



        2550  INDEPENDENCE AVE.  120            $21,692.71
        RIVERDALE               115     1.99    25000.00        3/25/07 
        NJ              2580897 90.00                   3/25/97
        10463                   0
                                        7.5%



        EUGENE  OR              120             $10,797.82
        UNKNW                   115     0.99    14500.00        3/31/07 
        OR              2580898 80.00                   3/31/97
        97405                   0
                                        7.5%



        14509  RAYNHAM DRIVE    120             $3,212.00
        CHARLOTTE               115     1.99    37800.00        3/26/07 
        NC              2580899 90.00                   3/26/97
        28262                   0
                                        7.5%



        1901  CAMPHOR WAY       120             $13,839.05
        LODI                    115     1.99    17500.00        3/26/07 
        CA              2580900 90.00                   3/26/97
        95242                   0
                                        7.5%



        1117  GIDDINGS SE       120             $16,456.57
        GRAND RAPIDS            115     1.99    16800.00        3/26/07 
        MI              2580901 90.00                   3/26/97
        49506                   0
                                        7.5%



        1309  LINDENGROVE AVENUE 120            $17,500.00
        LA PUENTE               115     1.99    17500.00        3/31/07 
        CA              2580902 90.00                   3/31/97
        91748                   0
                                        7.5%



        30  HIAWATHA PASS       120             $9,346.11
        WEST MILFORD            115     0.99    15000.00        3/21/07 
        NJ              2580903 9.00                    3/21/97
        07480                   1
                                        7.5%



        HUNTINGT  BEACH CA      120             $29,437.84
        UNKNW                   115     1.99    30000.00        3/26/07 
        CA              2580904 86.00                   3/26/97
        92648                   28
                                        7.5%



        11217  GLENIS DR.       120             $15,422.21
        STERLING                115     1.99    18900.00        3/21/07 
        MI              2580905 90.00                   3/21/97
        48312                   0
                                        7.5%



        STRATHAM  NH            120             $8,356.42
        UNKNW                   115     0.99    17500.00        3/21/07 
        NH              2580906 59.00                   3/21/97
        03885                   0
                                        7.5%





        1212  SIERRA LARGA DRIVE NE
        ALBUQUERQUE             120     0.99    $58,002.44
        NM              2580907 64.00 115               60000.00        3/22/97
        87112                   0                       12:00 AM
                                        7.5%



        8008  COPPERWOOD DRIVE 120              $26,000.00
        CITRUS HEIGHTS          115     1.99    26000.00        3/22/07 
        CA              2580908 90.00                   3/22/97
        95610                   0
                                        7.5%



        15  MULLIGAN DRIVE      120             $99,900.00
        READING         115     0.99    99900.00        3/24/07 
        PA              2580909 77.00                   3/24/97
        19606                   0
                                        7.5%



        1  BUFORD ROAD  120             $3,166.02
        ROBBINSVILLE            115     0.99    100000.00 3/27/07 
        NJ              2580910 76.00                   3/27/97
        08691                   0
                                        7.5%



        9282  1/2 ELMS ROAD     120             $10,273.04
        CLIO                    115     1.99    10300.00        3/28/07 
        MI              2580911 90.00                   3/28/97
        48420                   0
                                        7.5%



        45-660  PASEO CORONADO 120              $50,000.00
        INDIAN WELLS            115     0.99    50000.00        3/28/07 
        CA              2580912 70.00                   3/28/97
        92210                   0
                                        7.5%



        LAKEWOOD  CO            120             $3,182.62
        UNKNW                   115     1.99    49000.00        3/28/07 
        CO              2580913 90.00                   3/28/97
        80228                   0
                                        7.5%



        125  E. NORTH AVE       120             $33,122.04
        LAKE BLUFF              115     1.99    50000.00        3/28/07 
        IL              2580914 90.00                   3/28/97
        60044                   0
                                        7.5%



        24  LISETTE DRIVE       120             $1,904.17
        SALEM                   115     0.99    50000.00        3/25/07 
        NH              2580915 64.00                   3/25/97
        03079                   0
                                        7.5%



        815  SIXTH TERRACE      120             $5,123.79
        BOCA RATON              115     0.99    30000.00        3/25/07 
        FL              2580916 67.00                   3/25/97
        33486                   0
                                        7.5%



        SUNNYVAL  CA            120             $17,838.00
        UNKNW                   115     0.99    30000.00        3/26/07 
        CA              2580917 58.00                   3/26/97
        94086                   0
                                        7.5%





        39263  LORIEN DRIVE
        STERLING                120     0.99    $39,755.66
        MI              2580918 80.00 115               72300.00        3/25/97
        48313                   0                       12:00 AM
                                        7.5%



        1126  HIP POCKET ROAD   120             $24,772.69
        PEACHTREE CITY          115     0.99    25000.00        3/25/07 
        GA              2580919 32.00                   3/25/97
        30269                   0
                                        7.5%



        HAMBURG  NJ             120             $7,700.00
        UNKNW                   115     1.99    10000.00        3/25/07 
        NJ              2580920 12.00                   3/25/97
        07419                   0
                                        7.5%



        190  MARGIE DRIVE       120             $692.12
        PLEASANT HILL           115     0.99    50000.00        3/26/07 
        CA              2580921 72.00                   3/26/97
        94523                   53
                                        7.5%



        LOS  ANGELES CA 120             $50,049.45
        UNKNW                   115     1.99    50000.00        3/26/07 
        CA              2580922 82.00                   3/26/97
        90029                   0
                                        7.5%



        1002  HAAN DRIVE        120             $50,000.00
        WEST LAFAYETTE          115     0.99    50000.00        3/26/07 
        IN              2580923 78.00                   3/26/97
        47906                   0
                                        7.5%



        RALEIGH  NC             120             $13,847.13
        UNKNW                   115     1.99    15000.00        3/21/07 
        NC              2580924 90.00                   3/21/97
        27613                   0
                                        7.5%



        11944  S. CEDAR RIDGE RD. 120           $44,261.98
        SANDY                   115     0.99    45000.00        3/26/07 
        UT              2580925 79.00                   3/26/97
        84094                   39
                                        7.5%



        8540  S. TRIPP AV       120             $36,356.21
        CHICAGO         115     1.99    36400.00        3/26/07 
        IL              2580926 90.00                   3/26/97
        60652                   0
                                        7.5%



        9216  N HUDSON STREET   120             $13,329.46
        PORTLAND                115     1.99    15000.00        3/24/07 
        OR              2580927 86.00                   3/24/97
        97203                   0
                                        7.5%



        CEDAR  RAPIDS IA        120             $9,793.18
        UNKNW                   115     0.99    15000.00        3/19/07 
        IA              2580928 79.00                   3/19/97
        52403                   0
                                        7.5%





        AUBURN  NY
        UNKNW                   120     0.99    $14,500.00
        NY              2580929 69.00 115               30000.00        3/24/97
        13021                   0                       12:00 AM
                                        7.5%



        5539  TERRITORIAL       120             $24,308.83
        GRAND BLANC             115     0.99    26200.00        3/24/07 
        MI              2580930 80.00                   3/24/97
        48439                   0
                                        7.5%



        29  COVENTRY ROAD       120             $138,568.36
        MENDHAM         115     0.99    150000.00 3/25/07 
        NJ              2580931 53.00                   3/25/97
        07945                   35
                                        7.5%



        65  ROCKROSE AVENUE     120             $23,852.34
        ALISO VIEJO             115     0.99    25000.00        3/25/07 
        CA              2580932 58.00                   3/25/97
        92656                   0
                                        7.5%



        INDIANAP  IN            120             $18,124.03
        UNKNW                   114     1.99    18200.00        2/25/07 
        IN              2580933 90.00                   2/25/97
        46268                   41
                                        7.5%



        123  COVERED BRIDGE DRIVE 120           $13,621.23
        MADISON         115     1.99    14000.00        3/25/07 
        VA              2580934 86.00                   3/25/97
        22727                   31
                                        7.5%



        8411  WILLIAM           120             $8,389.00
        TAYLOR                  115     1.99    13100.00        3/25/07 
        MI              2580935 90.00                   3/25/97
        48180                   34
                                        7.5%



        2467  15TH AVENUE       120             $20,443.07
        KINGSBURG               115     1.99    25000.00        3/25/07 
        CA              2580936 86.00                   3/25/97
        93631                   0
                                        7.5%



        22635  SOUTH RECKER ROAD 120            $57,915.73
        HIGLEY                  115     0.99    60000.00        3/25/07 
        AZ              2580937 22.00                   3/25/97
        85236                   0
                                        7.5%



        39  TYLER STREET        120             $8,400.30
        EAST HAVEN              115     0.99    13000.00        3/25/07 
        CT              2580938 64.00                   3/25/97
        06512                   0
                                        7.5%



        777  FORT HILL ROAD     120             $18,398.74
        GORHAM                  115     1.99    18700.00        3/17/07 
        ME              2580939 90.00                   3/17/97
        04038                   0
                                        7.5%





        3210  KENSINGTON PARK 
        BLOOMINGTON             120     1.99    $31,500.00
        IN              2580940 90.00 115               31500.00        3/21/97
        47401                   33                      12:00 AM
                                        7.5%



        CHICAGO  IL             120             $36,912.00
        UNKNW                   115     1.99    37500.00        3/21/07 
        IL              2580941 90.00                   3/21/97
        60641                   0
                                        7.5%



        PEMBROKE  PINES FL      120             $19,995.00
        UNKNW                   115     1.99    22000.00        3/21/07 
        FL              2580942 90.00                   3/21/97
        33026                   39
                                        7.5%



        2960  DOMINO DRIVE      120             $23,452.21
        BISMARCK                115     0.99    24000.00        3/24/07 
        ND              2580943 85.00                   3/24/97
        58501                   0
                                        7.5%



        1162  HEIGHTS ROAD      120             $32,204.17
        LAKE ORION              115     0.99    35000.00        3/24/07 
        MI              2580944 44.00                   3/24/97
        48362                   0
                                        7.5%



        ALTUS  OK               120             $15,206.76
        UNKNW                   115     0.99    16500.00        3/24/07 
        OK              2580945 80.00                   3/24/97
        73521                   0
                                        7.5%



        115  ALLISON STREET     120             $29,572.48
        TEXHOMA         115     0.99    29600.00        3/24/07 
        OK              2580946 80.00                   3/24/97
        73949                   0
                                        7.5%



        1564  TAFT AV           120             $6,075.03
        BERKELEY                114     1.99    20400.00        2/24/07 
        IL              2580947 90.00                   2/24/97
        60164                   29
                                        7.5%



        8415  ROTHESAY PLACE    120             $24,899.22
        STOCKTON                115     0.99    25000.00        3/24/07 
        CA              2580948 83.00                   3/24/97
        95209                   0
                                        7.5%



        1621  MITHERING LANE    120             $17,004.45
        SILVER SPRING           115     0.99    50000.00        3/24/07 
        MD              2580949 66.00                   3/24/97
        20905                   0
                                        7.5%



        66  RIVERVIEW TERRACE   120             $18,903.54
        BELLE MEAD              115     0.99    20000.00        3/24/07 
        NJ              2580950 67.00                   3/24/97
        08502                   0
                                        7.5%





        5238  SQUIRE HILL
        FLINT                   120     0.99    $29,079.91
        MI              2580951 76.00 115               35000.00        3/20/97
        48532                   45                      12:00 AM
                                        7.5%



        15733  S. LAMON 120             $11,370.59
        OAK FOREST              115     1.99    27800.00        3/21/07 
        IL              2580952 90.00                   3/21/97
        60452                   35
                                        7.5%



        228  KANDEMOR LANE      120             $25,265.03
        ROCKY MOUNT             115     1.99    26000.00        3/21/07 
        NC              2580953 90.00                   3/21/97
        27804                   40
                                        7.5%



        14  FOX RUN ROAD        120             $39,830.78
        MEDWAY                  115     0.99    60000.00        3/17/07 
        MA              2580954 23.00                   3/17/97
        02053                   0
                                        7.5%



        1005  LOCKHEAD AVENUE   120             $18,307.80
        FLINT                   115     1.99    20200.00        3/21/07 
        MI              2580955 90.00                   3/21/97
        48507                   0
                                        7.5%



        FAIRFIEL  ME            120             $10,624.87
        UNKNW                   115     1.99    10900.00        3/21/07 
        ME              2580956 90.00                   3/21/97
        04937                   36
                                        7.5%



        SCARBORO  ME            120             $13,300.00
        UNKNW                   115     1.99    13300.00        3/21/07 
        ME              2580957 90.00                   3/21/97
        04074                   33
                                        7.5%



        222  PREBLE ST. PO BOX 628 120          $29,790.66
        WELLS                   115     0.99    30000.00        3/21/07 
        ME              2580958 63.00                   3/21/97
        04090                   43
                                        7.5%



        8227  W-98TH TERRACE    120             $19,152.84
        SHAWNEE                 115     0.99    71400.00        3/21/07 
        KS              2580959 80.00                   3/21/97
        66212                   0
                                        7.5%



        TUCSON  AZ              120             $64,524.27
        UNKNW                   115     0.99    65000.00        3/21/07 
        AZ              2580960 40.00                   3/21/97
        85704                   9
                                        7.5%



        5649  PRICES FORK ROAD 120              $14,558.00
        RADFORD         115     0.99    30000.00        3/21/07 
        VA              2580961 68.00                   3/21/97
        24141                   0
                                        7.5%





        1409  PRAIRIE ROSE LANE
        GLENCOE         120     0.99    $28,899.36
        MO              2580962 72.00 115               70000.00        3/21/97
        63038                   38                      12:00 AM
                                        7.5%



        4118  AVONDALE  120             $53,575.93
        DALLAS                  114     1.99    53600.00        2/20/07 
        CO              2580963 89.00                   2/20/97
        75219                   41
                                        7.5%



        50  WILLOW POND DRIVE   120             $26,326.51
        ROCKLAND                115     0.99    27800.00        3/20/07 
        MA              2580964 80.00                   3/20/97
        02370                   0
                                        7.5%



        MEMPHIS  TN             120             $49,131.00
        UNKNW                   115     0.99    50000.00        3/20/07 
        TN              2580965 60.00                   3/20/97
        38117                   0
                                        7.5%



        9  CAMEO DRIVE  120             $22,121.67
        RICHBORO                115     0.99    30000.00        3/20/07 
        PA              2580966 69.00                   3/20/97
        18954                   0
                                        7.5%



        PHILADEL  PA            120             $17,940.29
        UNKNW                   115     0.99    20000.00        3/20/07 
        PA              2580967 27.00                   3/20/97
        19136                   0
                                        7.5%



        170  PARADISE ROAD      120             $8,341.81
        SALINAS         115     0.99    31800.00        3/20/07 
        CA              2580968 80.00                   3/20/97
        93907                   0
                                        7.5%



        21  STAFFORD COURT      120             $17,113.85
        HAMILTON                115     0.99    20000.00        3/20/07 
        NJ              2580969 45.00                   3/20/97
        08690                   0
                                        7.5%



        5135  NORTH VIA CONDESA 120             $23,761.13
        TUCSON                  115     1.99    31900.00        3/20/07 
        AZ              2580970 90.00                   3/20/97
        85718                   0
                                        7.5%



        DINGMANS  FERRY PA      120             $6,375.39
        UNKNW                   115     0.99    10000.00        3/20/07 
        PA              2580971 80.00                   3/20/97
        18328                   19
                                        7.5%



        DUNKERTO  IA            120             $13,326.49
        UNKNW                   115     0.99    13700.00        3/20/07 
        IA              2580972 33.00                   3/20/97
        50626                   19
                                        7.5%





        739  BOSCO DRIVE
        LAKE ORION              120     0.99    $16,158.40
        MI              2580973 58.00 115               30000.00        3/27/97
        48362                   0                       12:00 AM
                                        7.5%



        2824  MARION TERRACE    120             $28,325.99
        MARTINEZ                115     1.99    40500.00        3/20/07 
        CA              2580974 90.00                   3/20/97
        94553                   0
                                        7.5%



        GRETNA  LA              120             $18,861.82
        UNKNW                   115     0.99    20000.00        3/19/07 
        LA              2580975 77.00                   3/19/97
        70056                   45
                                        7.5%



        11942  FRAZHO RD.       120             $16,860.54
        WARREN                  115     1.99    18000.00        3/19/07 
        MI              2580976 84.00                   3/19/97
        48089                   38
                                        7.5%



        1241  HOBART STREET     120             $32,541.09
        MENLO PARK              115     0.99    50000.00        3/19/07 
        CA              2580977 63.00                   3/19/97
        94025                   32
                                        7.5%



        917  GLEN EAGLE LANE    120             $6,235.90
        FT WAYNE                115     0.99    10900.00        3/19/07 
        IN              2580978 80.00                   3/19/97
        46845                   19
                                        7.5%



        1745  W. 12TH STREET    120             $21,433.80
        LORAIN                  115     0.99    28000.00        3/19/07 
        OH              2580979 76.00                   3/19/97
        44052                   0
                                        7.5%



        GRAND  RAPIDS MI        120             $9,938.16
        UNKNW                   115     1.99    10000.00        3/19/07 
        MI              2580980 89.00                   3/19/97
        49504                   0
                                        7.5%



        416  HARDEN DRIVE       120             $12,922.62
        HOLLY                   115     0.99    14500.00        3/19/07 
        MI              2580981 75.00                   3/19/97
        48442                   0
                                        7.5%



        3913  BRANCH AVENUE     120             $24,894.70
        NORTH POLE              115     1.99    25100.00        3/20/07 
        AK              2580982 90.00                   3/20/97
        99705                   41
                                        7.5%



        GLOUCHES  NJ            120             $38,692.22
        UNKNW                   115     0.99    50000.00        3/20/07 
        NJ              2580983 61.00                   3/20/97
        08030                   43
                                        7.5%





        5265  GOLDEN COURT
        KLAMATH FALLS           120     0.99    $9,799.03
        OR              2580984 66.00 115               10000.00        3/20/97
        97603                   0                       12:00 AM
                                        7.5%



        SHIRLEY  IN             120             $59,744.83
        UNKNW                   115     0.99    60500.00        3/20/07 
        IN              2580985 80.00                   3/20/97
        47384                   0
                                        7.5%



        925  EDWARDS DRIVE      120             $34,829.96
        SPRINGFIELD             115     0.99    40000.00        3/20/07 
        PA              2580986 23.00                   3/20/97
        19064                   0
                                        7.5%



        SIOUX  CITY IA  120             $2,383.09
        UNKNW                   115     0.99    10000.00        3/18/07 
        IA              2580987 66.00                   3/18/97
        51104                   42
                                        7.5%



        LANSING  MI             120             $3,916.25
        UNKNW                   115     1.99    10500.00        3/18/07 
        MI              2580988 90.00                   3/18/97
        48906                   43
                                        7.5%



        SAN  JOSE CA            120             $32,193.09
        UNKNW                   115     1.99    38100.00        3/18/07 
        CA              2580989 90.00                   3/18/97
        95131                   0
                                        7.5%



        7427  CARSON TRAIL NW   120             $25,000.00
        ALBUQUERQUE             115     1.99    25000.00        3/18/07 
        NM              2580990 85.00                   3/18/97
        87120                   34
                                        7.5%



        BYRON  CENTER MI        120             $13,589.35
        UNKNW                   115     1.99    14300.00        3/18/07 
        MI              2580991 90.00                   3/18/97
        49315                   41
                                        7.5%



        115  LILLYRIDGE DRIVE   120             $14,899.43
        EAST AMHERST            115     0.99    15000.00        3/19/07 
        NY              2580992 66.00                   3/19/97
        14051                   0
                                        7.5%



        1435  CANDLEWOOD STREET 120             $29,810.46
        **************          115     0.99    30000.00        3/19/07 
        VA              2580993 72.00                   3/19/97
        22401                   39
                                        7.5%



        2895  SHIRLEY DRIVE     120             $47,474.46
        THOUSAND OAKS           115     1.99    47500.00        3/19/07 
        CA              2580994 90.00                   3/19/97
        91320                   37
                                        7.5%





        STOCKBRI  GA
        UNKNW                   120     0.99    $17,100.00
        GA              2580995 80.00 115               17100.00        3/19/97
        30281                   33                      12:00 AM
                                        7.5%



        5785  SANDSTONE 120             $24,110.91
        OXFORD                  115     0.99    25000.00        3/19/07 
        MI              2580996 59.00                   3/19/97
        48371                   44
                                        7.5%



        12311  STATE ROUTE 13   120             $28,225.60
        MILAN                   115     0.99    39000.00        3/19/07 
        OH              2580997 77.00                   3/19/97
        44846                   0
                                        7.5%



        8718  DILL DRIVE        120             $5,270.69
        STERLING                115     0.99    12000.00        3/19/07 
        MI              2580998 54.00                   3/19/97
        48312                   29
                                        7.5%



        CAMBY  IN               120             $27,023.00
        UNKNW                   115     0.99    28000.00        3/18/07 
        IN              2580999 44.00                   3/18/97
        46113                   24
                                        7.5%



        PEMBROKE  PINES FL      120             $188.70
        UNKNW                   115     0.99    18400.00        3/18/07 
        FL              2581000 80.00                   3/18/97
        33026                   45
                                        7.5%



        18  NEW ENGLAND DRIVE   120             $21,500.79
        LAKE HIAWATHA           115     0.99    47900.00        3/18/07 
        NJ              2581001 80.00                   3/18/97
        07034                   23
                                        7.5%



        1932  S. 8TH AVE.       120             $25,615.81
        MAYWOOD         115     1.99    25700.00        3/18/07 
        IL              2581002 90.00                   3/18/97
        60153                   44
                                        7.5%



        ROUND  HILL VA  120             $24,049.89
        UNKNW                   115     0.99    25000.00        3/18/07 
        VA              2581003 64.00                   3/18/97
        20141                   46
                                        7.5%



        344  ESPANOLA AVENUE    120             $5,846.75
        PARCHMENT               115     0.99    30000.00        3/18/07 
        MI              2581004 30.00                   3/18/97
        49004                   18
                                        7.5%



        23  PINEWOOD DRIVE      120             $29,166.86
        SPENCERPORT             115     0.99    30000.00        3/18/07 
        NY              2581005 74.00                   3/18/97
        14559                   35
                                        7.5%





        275  SHEPARD AVENUE
        KENMORE         120     0.99    $3,443.28
        NY              2581006 79.00 115               10000.00        3/18/97
        14217                   37                      12:00 AM
                                        7.5%



        26  LACE BARK LANE      120             $13,990.54
        MEDFORD         115     0.99    20000.00        3/18/07 
        NY              2581007 25.00                   3/18/97
        11763                   20
                                        7.5%



        4930  MERIDIAN ROAD     120             $6,782.45
        WILLIAMSTON             115     1.99    24900.00        3/18/07 
        MI              2581008 90.00                   3/18/97
        48895                   33
                                        7.5%



        MACOMB  TWP MI  120             $24,122.36
        UNKNW                   115     1.99    63500.00        3/18/07 
        MI              2581009 90.00                   3/18/97
        48044                   45
                                        7.5%



        JUSTICE  IL             120             $5,027.32
        UNKNW                   115     1.99    10000.00        3/18/07 
        IL              2581010 82.00                   3/18/97
        60458                   31
                                        7.5%



        88  WEST LAKESIDE DRIVE 120             $10,968.48
        NORTH                   115     0.99    20000.00        3/17/07 
        IN              2581011 27.00                   3/17/97
        46962                   31
                                        7.5%



        913  STARKLAND WAY      120             $11,400.00
        HOLLY SPRINGS           115     0.99    11400.00        3/17/07 
        NC              2581012 80.00                   3/17/97
        27540                   23
                                        7.5%



        40138  HARCOURT 120             $20,168.31
        STERLING                115     0.99    75000.00        3/17/07 
        MI              2581013 57.00                   3/17/97
        48310                   18
                                        7.5%



        136  EAST FRANKLIN AVENUE 120           $20,603.43
        MESA                    115     1.99    25100.00        3/17/07 
        AZ              2581014 90.00                   3/17/97
        85210                   42
                                        7.5%



        3241  NEW STATENVILLE  120              $24,179.10
        VALDOSTA                115     0.99    25000.00        3/17/07 
        GA              2581015 76.00                   3/17/97
        31606                   42
                                        7.5%



        33127  STONE ROAD       120             $17,447.76
        WARREN                  115     0.99    20000.00        3/17/07 
        OR              2581016 70.00                   3/17/97
        97053                   22
                                        7.5%





        HORTON  MI
        UNKNW                   120     1.99    $13,937.06
        MI              2581017 90.00 115               14200.00        3/17/97
        49246                   41                      12:00 AM
                                        7.5%



        15516  SUMMER RIDGE DRIVE 120           $44,998.18
        CHESTERFIELD            115     0.99    60600.00        3/17/07 
        MO              2581018 80.00                   3/17/97
        63017                   44
                                        7.5%



        MASHPEE  MA             120             $24,764.51
        UNKNW                   115     0.99    26100.00        3/18/07 
        MA              2581019 80.00                   3/18/97
        02649                   41
                                        7.5%



        NEWARK  OH              120             $5,874.04
        UNKNW                   115     0.99    10000.00        3/18/07 
        OH              2581020 67.00                   3/18/97
        43055                   33
                                        7.5%



        OXFORD  NJ              120             $12,307.50
        UNKNW                   115     0.99    23000.00        3/18/07 
        NJ              2581021 80.00                   3/18/97
        07863                   38
                                        7.5%



        10941  14TH AVE 120             $35,969.42
        GRAND RAPIDS            115     1.99    42900.00        3/18/07 
        MI              2581022 90.00                   3/18/97
        49544                   41
                                        7.5%



        1140  E EL NORTE PARKWAY 120            $15,424.17
        ESCONDIDO               115     1.99    20000.00        3/14/07 
        CA              2581023 91.00                   3/14/97
        92027                   40
                                        7.5%



        6  WALNUT HILL DRIVE    120             $353.12
        PENFIELD                115     0.99    38300.00        3/14/07 
        NY              2581024 80.00                   3/14/97
        14526                   22
                                        7.5%



        10743  MAUE DRIVE       120             $4,492.79
        ORLAND PARK             115     0.99    41000.00        3/14/07 
        IL              2581025 78.00                   3/14/97
        60462                   22
                                        7.5%



        495  BURANO COURT       120             $13,126.14
        AGOURA                  115     0.99    90000.00        3/14/07 
        CA              2581026 74.00                   3/14/97
        91301                   0
                                        7.5%



        PO  BOX 770712  120             $50,000.00
        STEAMBOAT               115     0.99    50000.00        3/14/07 
        CO              2581027 71.00                   3/14/97
        80488                   47
                                        7.5%





        MONTGOME  AL
        UNKNW                   120     1.99    $18,440.52
        AL              2581028 90.00 115               30000.00        3/15/97
        36109                   0                       12:00 AM
                                        7.5%



        ALPINE  NJ              120             $100,474.00
        UNKNW                   115     0.99    100000.00 3/17/07 
        NJ              2581029 45.00                   3/17/97
        07620                   0
                                        7.5%



        49  LONGVIEW AVENUE     120             $7,815.29
        MADISON         115     1.99    29500.00        3/17/07 
        NJ              2581030 90.00                   3/17/97
        07940                   19
                                        7.5%



        ROCHESTE  MN            120             $5,596.15
        UNKNW                   115     0.99    20000.00        3/17/07 
        MN              2581031 60.00                   3/17/97
        55901                   39
                                        7.5%



        5132  N E EVERETT STREET 120            $43,461.45
        PORTLAND                115     0.99    47600.00        3/17/07 
        OR              2581032 80.00                   3/17/97
        97213                   0
                                        7.5%



        17155  EAST 107TH STREET N. 120         $12,049.49
        OWASSO                  115     0.99    18000.00        3/17/07 
        OK              2581033 77.00                   3/17/97
        74055                   35
                                        7.5%



        113  SILVER STREET      120             $16,608.30
        KENTON                  115     1.99    16700.00        3/17/07 
        OH              2581034 90.00                   3/17/97
        43326                   44
                                        7.5%



        1325  ABERDEEN DRIVE    120             $6,945.20
        BROOMFIELD              115     0.99    30000.00        3/14/07 
        CO              2581035 72.00                   3/14/97
        80020                   42
                                        7.5%



        12108  E. CARPENTER ROAD 120            $11,566.28
        DAVISON         115     0.99    17000.00        3/14/07 
        MI              2581036 80.00                   3/14/97
        48423                   21
                                        7.5%



        12184  WOODLINE DRIVE   120             $61,585.92
        FENTON                  115     0.99    83400.00        3/14/07 
        MI              2581037 80.00                   3/14/97
        48430                   32
                                        7.5%



        838  E. PACIFIC 120             $22,812.86
        WEBSTER                 115     0.99    60000.00        3/14/07 
        MO              2581038 74.00                   3/14/97
        63119                   42
                                        7.5%





        MODESTO  CA
        UNKNW                   120     0.99    $19,013.97
        CA              2581039 80.00 115               20500.00        3/14/97
        95350                   39                      12:00 AM
                                        7.5%



        203  MAPLE DRIVE        120             $8,756.25
        SMYRNA                  115     1.99    10000.00        3/14/07 
        TN              2581040 90.00                   3/14/97
        37167                   39
                                        7.5%



        LIBERTYV  IL            120             $7,337.60
        UNKNW                   115     0.99    25000.00        3/14/07 
        IL              2581041 62.00                   3/14/97
        60048                   45
                                        7.5%



        3506  RICHLAND AVE.     120             $28,386.08
        NASHVILLE               115     0.99    30000.00        3/14/07 
        TN              2581042 62.00                   3/14/97
        37205                   44
                                        7.5%



        15514  EASY RIDGE COURT 120             $21,611.85
        CHESTERFIELD            115     0.99    25000.00        3/14/07 
        MO              2581043 80.00                   3/14/97
        63017                   25
                                        7.5%



        29  SUMMERHILL LANE     120             $47,550.57
        CHESTERFIELD            115     1.99    50000.00        3/14/07 
        MO              2581044 87.00                   3/14/97
        63017                   25
                                        7.5%



        BELLE  PLAINE MN        120             $13,663.94
        UNKNW                   115     0.99    13800.00        3/14/07 
        MN              2581045 80.00                   3/14/97
        56011                   0
                                        7.5%



        TEMPLE  CITY CA 120             $11,399.60
        UNKNW                   115     1.99    28800.00        3/14/07 
        CA              2581046 90.00                   3/14/97
        91780                   34
                                        7.5%



        2828  REYWOOD LANE      120             $17,963.46
        MODESTO         115     1.99    18000.00        3/14/07 
        CA              2581047 88.00                   3/14/97
        95358                   39
                                        7.5%



        12623  CASTLE COURT DRIVE 120           $37,727.06
        LAKESIDE                115     1.99    38000.00        3/14/07 
        CA              2581048 90.00                   3/14/97
        92040                   43
                                        7.5%



        P  O BOX 900            120             $32,131.74
        CLEVELAND               115     0.99    42000.00        3/14/07 
        MS              2581049 71.00                   3/14/97
        38732                   4
                                        7.5%





        14436  STATE HIGHWAY 14E
        BRUNER          120     0.99    $19,681.89
        MO              2581050 80.00 115               23600.00        3/14/97
        65620                   35                      12:00 AM
                                        7.5%



        BRANDON  MS             120             $18,637.56
        UNKNW                   115     0.99    21000.00        3/14/07 
        MS              2581051 80.00                   3/14/97
        39042                   44
                                        7.5%



        RT  2 BOX 214           120             $21,396.32
        CANNON FARM             115     1.99    22000.00        3/14/07 
        NC              2581052 90.00                   3/14/97
        28752                   34
                                        7.5%



        103  WOOLSEY AVE.       120             $5,000.00
        GLEN COVE               115     0.99    20000.00        3/14/07 
        NY              2581053 72.00                   3/14/97
        11542                   47
                                        7.5%



        6511  STONEBRIDGE BLVD 120              $7,608.37
        CHARLESTOWN             115     0.99    42600.00        3/14/07 
        IN              2581054 80.00                   3/14/97
        47111                   41
                                        7.5%



        291  JESSIE STREET      120             $19,513.64
        LEBANON         115     1.99    20000.00        3/14/07 
        MO              2581055 90.00                   3/14/97
        65536                   44
                                        7.5%



        WOODSBOR  MD            120             $1,049.43
        UNKNW                   115     1.99    22500.00        3/14/07 
        MD              2581056 90.00                   3/14/97
        21798                   51
                                        7.5%



        365  NORTH 500 WEST     120             $29,430.08
        SANTAQUIN               115     0.99    30000.00        3/14/07 
        UT              2581057 78.00                   3/14/97
        84655                   44
                                        7.5%



        MANALAPA  NJ            120             $24,832.74
        UNKNW                   115     0.99    25000.00        3/14/07 
        NJ              2581058 38.00                   3/14/97
        07726                   44
                                        7.5%



        SANTA  ROSA CA  120             $3,000.00
        UNKNW                   115     0.99    50000.00        3/13/07 
        CA              2581059 76.00                   3/13/97
        95405                   36
                                        7.5%



        1007  JEFFERSON CIRCLE 120              $24,750.00
        CLEVELAND               115     0.99    25000.00        3/13/07 
        MS              2581060 74.00                   3/13/97
        38732                   34
                                        7.5%





        303  WEST MAPLE AVENUE
        NORTH LIBERTY           120     1.99    $19,285.17
        IN              2581061 90.00 115               20000.00        3/13/97
        46554                   42                      12:00 AM
                                        7.5%



        HOMEWOOD  IL            120             $59,365.73
        UNKNW                   115     1.99    61400.00        3/13/07 
        IL              2581062 90.00                   3/13/97
        60430                   30
                                        7.5%



        9121  ASPEN DRIVE       120             $29,066.89
        WEED                    115     0.99    30000.00        3/13/07 
        CA              2581063 59.00                   3/13/97
        96094                   0
                                        7.5%



        1725  BAY BLVD. 120             $30,000.00
        POINT PLEASANT          115     0.99    50000.00        3/13/07 
        NJ              2581064 63.00                   3/13/97
        08742                   51
                                        7.5%



        2239  CRIMORA DRIVE     120             $29,945.17
        SCHOOLCRAFT             115     0.99    30000.00        3/13/07 
        MI              2581065 70.00                   3/13/97
        49087                   28
                                        7.5%



        42868  BILAND           120             $5,879.61
        CLINTON                 115     0.99    84000.00        3/13/07 
        MI              2581066 80.00                   3/13/97
        48038                   0
                                        7.5%



        SPRINGFI  MO            120             $9,999.82
        UNKNW                   115     0.99    10000.00        3/13/07 
        MO              2581067 76.00                   3/13/97
        65807                   37
                                        7.5%



        MONROE  MI              120             $41,770.58
        UNKNW                   115     1.99    42400.00        3/13/07 
        MI              2581068 90.00                   3/13/97
        48161                   45
                                        7.5%



        40631  N NORTHVILLE TRAIL 120           $5,236.06
        NORTHVILLE              115     1.99    48800.00        3/13/07 
        MI              2581069 90.00                   3/13/97
        48167                   30
                                        7.5%



        103  MANORWOOD  120             $35,500.00
        BLOOMFIELD              115     0.99    43500.00        3/13/07 
        MI              2581070 90.00                   3/13/97
        48301                   31
                                        7.5%



        584  VICKSBORO ROAD     120             $18,650.90
        HENDERSON               115     0.99    19000.00        3/12/07 
        NC              2581071 80.00                   3/12/97
        27536                   35
                                        7.5%





        4158  LARK LANE
        FLINT                   120     1.99    $22,267.44
        MI              2581072 90.00 115               22800.00        3/12/97
        48506                   35                      12:00 AM
                                        7.5%



        1408  THAMESFORD DRIVE 120              $10,501.60
        VIRGINIA BEACH          115     0.99    10600.00        3/12/07 
        VA              2581073 80.00                   3/12/97
        23464                   49
                                        7.5%



        GILLETTE  WY            120             $30,392.21
        UNKNW                   115     0.99    39000.00        3/13/07 
        WY              2581074 75.00                   3/13/97
        82716                   21
                                        7.5%



        19281  JUNIPERO SERRA DRIVE 120         $39,349.83
        SONOMA                  115     0.99    39900.00        3/13/07 
        CA              2581075 80.00                   3/13/97
        95476                   43
                                        7.5%



        8471  ROCKY FORK ROAD   120             $13,374.60
        SMYRNA                  115     0.99    20000.00        3/13/07 
        TN              2581076 61.00                   3/13/97
        37167                   45
                                        7.5%



        16  CLARK STREET        120             $29,422.72
        CRANFORD                115     0.99    50000.00        3/13/07 
        NJ              2581077 29.00                   3/13/97
        07016                   38
                                        7.5%



        3344  WOODVIEW LAKE     120             $30,610.26
        WEST                    115     0.99    100000.00 3/13/07 
        MI              2581078 76.00                   3/13/97
        48323                   28
                                        7.5%



        SOUND  BEACH NY 120             $14,950.52
        UNKNW                   115     0.99    15000.00        3/13/07 
        NY              2581079 75.00                   3/13/97
        11789                   34
                                        7.5%



        1040  REDEMPTION WAY    120             $33,132.01
        FLORISSANT              115     0.99    45000.00        3/13/07 
        MO              2581080 70.00                   3/13/97
        63034                   38
                                        7.5%



        70  EMERALD TRAIL       120             $34,580.81
        AMHERST         115     0.99    35000.00        3/13/07 
        NY              2581081 63.00                   3/13/97
        14221                   44
                                        7.5%



        12040  CANGE STREET     120             $23,283.22
        ANCHORAGE               115     1.99    25100.00        3/13/07 
        AK              2581082 90.00                   3/13/97
        99516                   39
                                        7.5%





        153  ALLEN DRIVE
        **************  120     0.99    $40,703.61
        TN              2581083 79.00 115               47000.00        3/12/97
        37075                   43                      12:00 AM
                                        7.5%



        435  HICKORY HILL ROAD 120              $110,102.44
        WEST CHESTER            115     0.99    200000.00 3/12/07 
        PA              2581084 65.00                   3/12/97
        19382                   39
                                        7.5%



        WHITE  LAKE MI  120             $16,907.21
        UNKNW                   115     0.99    26800.00        3/12/07 
        MI              2581085 60.00                   3/12/97
        48383                   44
                                        7.5%



        14709  FOREST WOOD LANE 120             $22,786.26
        MIDLOTHIAN              115     0.99    27300.00        3/12/07 
        VA              2581086 80.00                   3/12/97
        23112                   47
                                        7.5%



        2706  ENGLISH           120             $71,414.80
        TROY                    115     0.99    100000.00 3/12/07 
        MI              2581087 57.00                   3/12/97
        48098                   0
                                        7.5%



        245  E. MCFARLAN STREET 120             $17,586.53
        DOVER                   115     0.99    20000.00        3/12/07 
        NJ              2581088 85.00                   3/12/97
        07801                   43
                                        7.5%



        21621  RUTH             120             $8,657.99
        FARMINGTON              115     0.99    10000.00        3/12/07 
        MI              2581089 76.00                   3/12/97
        48336                   46
                                        7.5%



        3129  KINGS CORNERS     120             $14,639.02
        LEXINGTON               115     0.99    30000.00        3/12/07 
        OH              2581090 35.00                   3/12/97
        44904                   13
                                        7.5%



        EATON  RAPIDS MI        120             $7,649.97
        UNKNW                   115     0.99    30000.00        3/12/07 
        MI              2581091 55.00                   3/12/97
        48827                   39
                                        7.5%



        BUTTONWO  ARMS  120             $25,628.72
        MATAWAN         115     0.99    26000.00        3/12/07 
        NJ              2581092 80.00                   3/12/97
        07747                   42
                                        7.5%



        951  PINECREEK DRIVE    120             $7,915.19
        CENTERVILLE             115     0.99    10000.00        3/12/07 
        OH              2581093 78.00                   3/12/97
        45458                   23
                                        7.5%





        4133  FIELDS DRIVE
        LAFAYETTE HILL  120     0.99    $11,657.86
        PA              2581094 42.00 115               30000.00        3/12/97
        19444                   0                       12:00 AM
                                        7.5%



        16818  BRADNER  120             $5,955.98
        NORTHVILLE              115     0.99    30000.00        3/11/07 
        MI              2581095 70.00                   3/11/97
        48167                   20
                                        7.5%



        RAYTOWN  MO             120             $19,745.77
        UNKNW                   115     0.99    20000.00        3/11/07 
        MO              2581096 65.00                   3/11/97
        64138                   29
                                        7.5%



        176  THOMAS OVERBY DRIVE 120            $5,182.92
        SHARPSBURG              115     1.99    25000.00        3/11/07 
        GA              2581097 84.00                   3/11/97
        30277                   32
                                        7.5%



        12825  WEBSTER ROAD     120             $39,468.36
        BATH                    115     0.99    65000.00        3/11/07 
        MI              2581098 69.00                   3/11/97
        48808                   21
                                        7.5%



        1844  DORCHESTER DRIVE 120              $19,771.72
        COMMERCE                115     1.99    20700.00        3/11/07 
        MI              2581099 90.00                   3/11/97
        48390                   39
                                        7.5%



        16733  80TH AVE 120             $27,650.29
        COOPERSVILLE            115     1.99    31300.00        3/11/07 
        MI              2581100 90.00                   3/11/97
        49404                   35
                                        7.5%



        HARTFORD  CT            120             $50,005.25
        UNKNW                   115     1.99    50000.00        3/12/07 
        CT              2581101 86.00                   3/12/97
        06105                   0
                                        7.5%



        615  HOWARD STREET      120             $3,736.63
        SANTA ROSA              115     0.99    20200.00        3/12/07 
        CA              2581102 80.00                   3/12/97
        95404                   32
                                        7.5%



        1  MILLERS FALLS ROAD   120             $17,514.54
        TURNERS FALLS           115     1.99    18000.00        3/12/07 
        MA              2581103 90.00                   3/12/97
        01376                   44
                                        7.5%



        HAVERTOW  PA            120             $32,285.56
        UNKNW                   115     1.99    33000.00        3/12/07 
        PA              2581104 90.00                   3/12/97
        19083                   44
                                        7.5%





        62  OAK HILL DRIVE
        WAYNE                   120     0.99    $13,559.39
        NJ              2581105 75.00 115               24900.00        3/12/97
        07470                   40                      12:00 AM
                                        7.5%



        8301  AUGUSTA DRIVE     120             $9,428.38
        ANAHEIM         115     1.99    20200.00        3/12/07 
        CA              2581106 90.00                   3/12/97
        92804                   24
                                        7.5%



        112  KIRK DRIVE 120             $99,850.27
        HUNTINGDON              115     0.99    100000.00 3/11/07 
        PA              2581107 55.00                   3/11/97
        19006                   44
                                        7.5%



        CALIFORN  CITY CA       120             $22,151.12
        UNKNW                   115     0.99    25000.00        3/11/07 
        CA              2581108 76.00                   3/11/97
        93505                   42
                                        7.5%



        6479  LAMBETH WAY       120             $22,512.43
        CANTON                  115     0.99    75500.00        3/11/07 
        MI              2581109 70.00                   3/11/97
        48187                   36
                                        7.5%



        249  EAST AVENUE        120             $104,992.19
        CORONADO                115     0.99    137100.00 3/11/07 
        CA              2581110 75.00                   3/11/97
        92118                   0
                                        7.5%



        607  ROCKWOOD DR.       120             $13,074.30
        ARNOLD                  115     1.99    14100.00        3/11/07 
        MO              2581111 90.00                   3/11/97
        63010                   39
                                        7.5%



        9895  HUNT CLUB WAY     120             $10,375.69
        ALPHARETTA              115     0.99    41000.00        3/11/07 
        GA              2581112 81.00                   3/11/97
        30202                   33
                                        7.5%



        460  BLUFFVIEW HEIGHTS 120              $30,775.10
        ARNOLD                  115     0.99    35000.00        3/11/07 
        MO              2581113 80.00                   3/11/97
        63010                   42
                                        7.5%



        525  WILDWOOD AVENUE    120             $22,911.00
        NEW CASTLE              115     0.99    25000.00        3/11/07 
        PA              2581114 67.00                   3/11/97
        16105                   42
                                        7.5%



        1807  OASIS COURT       120             $18,005.69
        LAUGHLIN                115     0.99    20000.00        3/11/07 
        NV              2581115 78.00                   3/11/97
        89029                   26
                                        7.5%





        36369  TULANE DRIVE
        STERLING                120     0.99    $7,071.28
        MI              2581116 43.00 115               15000.00        3/11/97
        48312                   0                       12:00 AM
                                        7.5%



        ALMONT  MI              120             $21,946.77
        UNKNW                   115     0.99    30000.00        3/11/07 
        MI              2581117 33.00                   3/11/97
        48003                   23
                                        7.5%



        6882  WELLESLEY TERR    120             $35,287.91
        CLARKSTON               115     0.99    50000.00        3/11/07 
        MI              2581118 70.00                   3/11/97
        48346                   32
                                        7.5%



        PONTIAC  MI             120             $9,145.06
        UNKNW                   115     0.99    10000.00        3/10/07 
        MI              2581119 33.00                   3/10/97
        48340                   43
                                        7.5%



        3103  GREENFIELD ROAD   120             $7,840.08
        GLENSHAW                115     0.99    12000.00        3/10/07 
        PA              2581120 67.00                   3/10/97
        15116                   31
                                        7.5%



        4212  E SCHMALZRIED ROAD 120            $15,091.57
        LAGRO                   115     1.99    15100.00        3/10/07 
        IN              2581121 90.00                   3/10/97
        46941                   34
                                        7.5%



        3026  ARROBA WAY        120             $12,288.53
        SAN JOSE                115     0.99    20000.00        3/10/07 
        CA              2581122 72.00                   3/10/97
        95118                   29
                                        7.5%



        2264  LINCOLN MANOR DRIVE 120           $7,400.26
        FLINT                   115     1.99    18100.00        3/5/07 
        MI              2581123 90.00                   3/5/97
        48507                   0
                                        7.5%



        CALLAHAN  FL            120             $58,560.76
        UNKNW                   115     0.99    66000.00        3/11/07 
        FL              2581124 78.00                   3/11/97
        32011                   0
                                        7.5%



        120  FANNING AVENUE     120             $61,586.79
        DRACUT                  115     0.99    62400.00        3/11/07 
        MA              2581125 80.00                   3/11/97
        01826                   27
                                        7.5%



        29  LAND OF NODD        120             $16,631.85
        WINDHAM         115     0.99    30000.00        3/11/07 
        ME              2581126 73.00                   3/11/97
        04062                   32
                                        7.5%





        125  KENT BLVD
        SALAMANCA               120     0.99    $11,598.95
        NY              2581127 27.00 115               12000.00        3/11/97
        14779                   24                      12:00 AM
                                        7.5%



        NORTH  ROSE NY  120             $14,232.70
        UNKNW                   115     0.99    15000.00        3/11/07 
        NY              2581128 32.00                   3/11/97
        14516                   40
                                        7.5%



        7079  WINDING TRAIL     120             $49,443.71
        BRIGHTON                115     0.99    50000.00        3/11/07 
        MI              2581129 74.00                   3/11/97
        48116                   26
                                        7.5%



        1490  MELBOURNE COVE    120             $12,561.54
        ORANGE PARK             115     1.99    15000.00        3/11/07 
        FL              2581130 84.00                   3/11/97
        32073                   33
                                        7.5%



        291  EAST DAVIS BRIDGE ROAD 120         $16,024.25
        VILLA RICA              115     0.99    40000.00        3/10/07 
        GA              2581131 69.00                   3/10/97
        30180                   18
                                        7.5%



        205  CHARMUTH ROAD      120             $62,639.57
        TIMONIUM                115     0.99    75000.00        3/10/07 
        MD              2581132 75.00                   3/10/97
        21093                   36
                                        7.5%



        1934  TRUMAN NE 120             $31,730.95
        ALBUQUERQUE             115     1.99    32000.00        3/10/07 
        NM              2581133 90.00                   3/10/97
        87110                   37
                                        7.5%



        2400  ASHLAND           120             $48,397.83
        ROLLING                 115     0.99    50500.00        3/10/07 
        IL              2581134 70.00                   3/10/97
        60008                   54
                                        7.5%



        7181  MAYETTA DRIVE     120             $22,380.63
        MECHANICSVILLE          115     0.99    23000.00        3/10/07 
        VA              2581135 70.00                   3/10/97
        23111                   44
                                        7.5%



        604  HANGMANS RD.       120             $33,713.20
        BAILEY                  115     0.99    35000.00        3/10/07 
        CO              2581136 62.00                   3/10/97
        80421                   36
                                        7.5%



        FONTANA  CA             120             $39,854.72
        UNKNW                   115     0.99    40000.00        3/10/07 
        CA              2581137 32.00                   3/10/97
        92335                   39
                                        7.5%





        N8802  MCELROY ROAD
        PARDEEVILLE             120     0.99    $11,928.25
        WI              2581138 76.00 115               12000.00        3/10/97
        53954                   40                      12:00 AM
                                        7.5%



        5772  RADFORD AVENUE    120             $45,553.22
        VALLEY VILLAGE          115     1.99    46000.00        3/10/07 
        CA              2581139 90.00                   3/10/97
        91607                   49
                                        7.5%



        LA  MESA CA             120             $17,776.67
        UNKNW                   115     1.99    43000.00        3/10/07 
        CA              2581140 90.00                   3/10/97
        91941                   45
                                        7.5%



        YONKERS  NY             120             $10,355.34
        UNKNW                   115     0.99    11000.00        3/10/07 
        NY              2581141 80.00                   3/10/97
        10708                   15
                                        7.5%



        MECHANIC  PA            120             $28,700.00
        UNKNW                   115     0.99    30000.00        3/10/07 
        PA              2581142 54.00                   3/10/97
        17055                   22
                                        7.5%



        966  CABRIOLE COURT     120             $36,816.66
        EUGENE                  115     1.99    38000.00        3/7/07 
        OR              2581143 88.00                   3/7/97
        97401                   42
                                        7.5%



        1504  TALLY HO COURT    120             $30,404.45
        KOKOMO                  115     0.99    33500.00        3/4/07 
        IN              2581144 80.00                   3/4/97
        46902                   0
                                        7.5%



        3827  FOREST AVENUE     120             $26,447.79
        WESTERN                 115     0.99    46000.00        3/8/07 
        IL              2581145 79.00                   3/8/97
        60558                   30
                                        7.5%



        8772  BOULDER RIDGE COURT  120          $7,127.74
        SALEM                   115     0.99    78700.00        3/10/07 
        OR              2581146 80.00                   3/10/97
        97301                   32
                                        7.5%



        SUITE  T-19             120             $25,579.06
        PORTLAND                115     0.99    27600.00        3/10/07 
        OR              2581147 80.00                   3/10/97
        97204                   36
                                        7.5%



        HATTIESB  MS            120             $38,069.75
        UNKNW                   115     0.99    41000.00        3/10/07 
        MS              2581148 17.00                   3/10/97
        39402                   9
                                        7.5%





        1132  BROMPTON ROAD
        ROCHESTER               120     0.99    $46,859.77
        MI              2581149 72.00 115               47000.00        3/10/97
        48309                   43                      12:00 AM
                                        7.5%



        234  TARA PLACE 120             $26,528.47
        MANY                    115     0.99    32000.00        3/10/07 
        LA              2581150 85.00                   3/10/97
        71449                   44
                                        7.5%



        114-31  200TH STREET    120             $18,538.40
        ST. ALBANS              115     1.99    20000.00        3/10/07 
        NY              2581151 89.00                   3/10/97
        11412                   34
                                        7.5%



        MORROW  GA              120             $12,839.43
        UNKNW                   115     0.99    30000.00        3/10/07 
        GA              2581152 67.00                   3/10/97
        30260                   31
                                        7.5%



        8110  NORTH 120TH EAST  120             $8,360.68
        OWASSO                  115     0.99    10000.00        3/10/07 
        OK              2581153 67.00                   3/10/97
        74055                   22
                                        7.5%



        1095  SHALLOWDALE DRIVE 120             $10,931.77
        TROY                    115     0.99    50000.00        3/10/07 
        MI              2581154 73.00                   3/10/97
        48098                   24
                                        7.5%



        18  FLEMING COURT       120             $52,589.70
        LONG VALLEY             115     0.99    70000.00        3/7/07 
        NJ              2581155 80.00                   3/7/97
        07853                   44
                                        7.5%



        411  W SENECA           120             $17,562.49
        NOWATA                  115     0.99    18000.00        3/7/07 
        OK              2581156 71.00                   3/7/97
        74048                   44
                                        7.5%



        1260  CENTRAL PARKWAY   120             $21,983.04
        FLORISSANT              115     1.99    23500.00        3/7/07 
        MO              2581157 90.00                   3/7/97
        63031                   36
                                        7.5%



        30609  CHAMPINE 120             $6,242.27
        ST CLAIR SHORES 115     0.99    25000.00        3/7/07 
        MI              2581158 80.00                   3/7/97
        48082                   35
                                        7.5%



        DEARBORN  HEIGHTS MI    120             $6,396.57
        UNKNW                   115     0.99    22900.00        3/7/07 
        MI              2581159 80.00                   3/7/97
        48127                   36
                                        7.5%





        1  ANDREWS STREET
        WILMINGTON              120     0.99    $35,965.39
        MA              2581160 80.00 115               60500.00        3/7/97
        01887                   40                      12:00 AM
                                        7.5%



        TOWNSEND  MA            120             $18,616.74
        UNKNW                   115     0.99    20000.00        3/7/07 
        MA              2581161 72.00                   3/7/97
        01469                   30
                                        7.5%



        650  WAGNER ROAD        120             $25,416.74
        LAFAYETTE HILL          115     0.99    30000.00        3/7/07 
        PA              2581162 79.00                   3/7/97
        19444                   27
                                        7.5%



        151  CHERRY             120             $39,231.30
        TROY                    115     1.99    50000.00        3/7/07 
        MI              2581163 90.00                   3/7/97
        48083                   34
                                        7.5%



        126  ROCK GLEN WAY      120             $11,078.58
        SANTEE                  115     1.99    31600.00        3/7/07 
        CA              2581164 90.00                   3/7/97
        92071                   25
                                        7.5%



        22960  GILL             120             $2,741.70
        FARMINGTON              115     0.99    45000.00        3/7/07 
        MI              2581165 79.00                   3/7/97
        48335                   27
                                        7.5%



        FARMINGT  HILLS MI      120             $13,906.94
        UNKNW                   115     1.99    15000.00        3/7/07 
        MI              2581166 86.00                   3/7/97
        48331                   41
                                        7.5%



        93  OAK TREE DRIVE      120             $24,981.29
        CANFIELD                115     0.99    30000.00        3/6/07 
        OH              2581167 69.00                   3/6/97
        44406                   24
                                        7.5%



        560  CHESTERFIELD LANE 120              $24,098.31
        BARRINGTON              115     0.99    30000.00        3/6/07 
        IL              2581168 60.00                   3/6/97
        60010                   33
                                        7.5%



        712  INNES              120             $10,511.68
        GRAND RAPIDS            115     1.99    11200.00        3/6/07 
        MI              2581169 90.00                   3/6/97
        49503                   45
                                        7.5%



        282  EASTLAWN STREET    120             $39,000.00
        FAIRFIELD               115     0.99    39000.00        3/6/07 
        CT              2581170 90.00                   3/6/97
        06430                   29
                                        7.5%





        1060  HARTFORD STREET
        CAMBRIA         120     0.99    $64,944.65
        CA              2581171 24.00 115               70000.00        3/6/97
        93428                   13                      12:00 AM
                                        7.5%



        SONOMA  CA              120             $48,184.04
        UNKNW                   115     0.99    50000.00        3/7/07 
        CA              2581172 78.00                   3/7/97
        95476                   46
                                        7.5%



        320  LINCOLN AVENUE     120             $13,661.86
        ELGIN                   115     1.99    14000.00        3/7/07 
        IL              2581173 90.00                   3/7/97
        60120                   0
                                        7.5%



        PORTAGE  MI             120             $10,978.80
        UNKNW                   115     1.99    11100.00        3/7/07 
        MI              2581174 90.00                   3/7/97
        49002                   33
                                        7.5%



        99  GREEN MEADOWS       120             $48,648.07
        WENTZVILLE              115     1.99    125900.00 3/7/07 
        MO              2581175 90.00                   3/7/97
        63385                   10
                                        7.5%



        501  HOOD BOULEVARD     120             $14,126.95
        FAIRLESS HILL           115     0.99    15000.00        3/7/07 
        PA              2581176 61.00                   3/7/97
        19030                   43
                                        7.5%



        2749  PENDLETON DRIVE   120             $20,514.59
        BLOOMFIELD              115     0.99    58300.00        3/7/07 
        MI              2581177 80.00                   3/7/97
        48304                   16
                                        7.5%



        85  MICHAEL DRIVE       120             $34,470.34
        GUILFORD                115     1.99    35700.00        3/7/07 
        CT              2581178 87.00                   3/7/97
        06437                   44
                                        7.5%



        CORONA  CA              120             $14,797.79
        UNKNW                   115     1.99    15000.00        3/5/07 
        CA              2581179 86.00                   3/5/97
        91719                   48
                                        7.5%



        6235  MARSHALL RD.      120             $8,737.48
        NASHVILLE               115     0.99    42500.00        3/5/07 
        MI              2581180 75.00                   3/5/97
        49073                   43
                                        7.5%



        EDINBURG  IL            120             $19,832.15
        UNKNW                   115     1.99    20000.00        3/6/07 
        IL              2581181 83.00                   3/6/97
        62531                   46
                                        7.5%





        HOLLISTE  CA
        UNKNW                   120     1.99    $19,850.50
        CA              2581182 90.00 115               24700.00        3/6/97
        95023                   42                      12:00 AM
                                        7.5%



        CARMEL  NY              120             $30,640.53
        UNKNW                   115     1.99    38600.00        3/6/07 
        NY              2581183 90.00                   3/6/97
        10512                   43
                                        7.5%



        120  E WATMAUGH ROAD    120             $33,355.66
        SONOMA                  115     0.99    50000.00        3/6/07 
        CA              2581184 40.00                   3/6/97
        95476                   43
                                        7.5%



        82  HYATT ROAD  120             $24,404.02
        BRANCHVILLE             115     0.99    25000.00        3/6/07 
        NJ              2581185 67.00                   3/6/97
        07826                   40
                                        7.5%



        79  MAIN STREET 120             $23,983.04
        TOPSHAM         115     0.99    30000.00        3/6/07 
        ME              2581186 72.00                   3/6/97
        04086                   29
                                        7.5%



        56  SIDNEY COURT        120             $40,129.81
        BRICK                   115     0.99    68000.00        3/6/07 
        NJ              2581187 80.00                   3/6/97
        08724                   41
                                        7.5%



        CHICAGO  IL             120             $17,457.69
        UNKNW                   115     1.99    23000.00        3/6/07 
        IL              2581188 89.00                   3/6/97
        60620                   35
                                        7.5%



        226  OAKVIEW STREET     120             $16,834.42
        PITTSBURGH              115     0.99    17000.00        3/6/07 
        PA              2581189 80.00                   3/6/97
        15218                   13
                                        7.5%



        3513  BOSTON'S FARM DRIVE 120           $14,349.69
        ST LOUIS                115     0.99    15000.00        3/6/07 
        MO              2581190 79.00                   3/6/97
        63044                   44
                                        7.5%



        657  PEMBROKE ROAD      120             $11,575.53
        RYDAL                   115     0.99    15000.00        3/5/07 
        PA              2581191 77.00                   3/5/97
        19046                   42
                                        7.5%



        33290  NORTH HA WA SI TRAIL 120         $29,883.81
        BLACK CANYON            115     0.99    30000.00        3/5/07 
        AZ              2581192 73.00                   3/5/97
        85324                   43
                                        7.5%





        12232  OVERLOOK DRIVE
        FENTON          120     0.99    $23,938.37
        MI              2581193 74.00 115               60000.00        3/5/97
        48430                   18                      12:00 AM
                                        7.5%



        9789  WEST HURON RIVER  120             $64,191.31
        DEXTER                  115     0.99    67600.00        3/5/07 
        MI              2581194 80.00                   3/5/97
        48130                   40
                                        7.5%



        8  OLD STONE ROAD       120             $25,265.04
        COLUMBIA                115     0.99    45000.00        3/5/07 
        IL              2581195 80.00                   3/5/97
        62236                   35
                                        7.5%



        AURORA  CO              120             $13,080.46
        UNKNW                   115     1.99    20500.00        3/5/07 
        CO              2581196 88.00                   3/5/97
        80015                   51
                                        7.5%



        2302  S. ELDRIDGE ST.   120             $18,146.88
        LAKEWOOD                115     1.99    18500.00        3/5/07 
        CO              2581197 90.00                   3/5/97
        80228                   43
                                        7.5%



        41742  WESTBURY LN      120             $23,545.15
        CLINTON                 115     0.99    24000.00        3/5/07 
        MI              2581198 78.00                   3/5/97
        48038                   36
                                        7.5%



        712  24TH AVENUE        120             $18,689.60
        MINOT                   115     1.99    18900.00        3/5/07 
        ND              2581199 90.00                   3/5/97
        58701                   41
                                        7.5%



        NASHVILL  TN            120             $5,458.11
        UNKNW                   115     1.99    16300.00        3/5/07 
        TN              2581200 90.00                   3/5/97
        37214                   40
                                        7.5%



        DANSVILL  MI            120             $15,712.59
        UNKNW                   115     1.99    15800.00        3/5/07 
        MI              2581201 90.00                   3/5/97
        48819                   42
                                        7.5%



        9100  MC GEHEE ROAD     120             $14,183.03
        MONTGOMERY              115     0.99    15000.00        3/5/07 
        AL              2581202 71.00                   3/5/97
        36105                   51
                                        7.5%



        PO  BOX 445             120             $88,427.74
        WILSON                  115     0.99    190000.00 3/5/07 
        WY              2581203 80.00                   3/5/97
        83014                   22
                                        7.5%





        4271  SEQUOIA PLACE 
        ACWORTH         120     0.99    $38,102.21
        GA              2581204 80.00 115               40500.00        3/5/97
        30102                   34                      12:00 AM
                                        7.5%



        132  WINTER LANE        120             $8,168.34
        BOONES MILL             115     0.99    10000.00        3/5/07 
        VA              2581205 71.00                   3/5/97
        24065                   31
                                        7.5%



        959  LONGFELLOW STREET 120              $18,499.24
        DETROIT         115     0.99    20000.00        3/5/07 
        MI              2581206 26.00                   3/5/97
        48202                   45
                                        7.5%



        3641  RUTGERS DRIVE     120             $18,773.36
        BETHLEHEM               115     0.99    19700.00        3/5/07 
        PA              2581207 85.00                   3/5/97
        18017                   43
                                        7.5%



        360  BERTHOLD AVENUE    120             $33,381.75
        RAHWAY                  115     0.99    50000.00        3/5/07 
        NJ              2581208 70.00                   3/5/97
        07065                   44
                                        7.5%



        MEDFORD  OR             120             $18,954.32
        UNKNW                   115     0.99    19000.00        3/5/07 
        OR              2581209 80.00                   3/5/97
        97501                   43
                                        7.5%



        431  BALDWIN ROAD       120             $37,414.87
        BIRMINGHAM              115     0.99    74800.00        3/5/07 
        MI              2581210 80.00                   3/5/97
        48009                   27
                                        7.5%



        5749  CORBETT CIRCLE    120             $5,000.00
        SANTA ROSA              114     0.99    12800.00        2/28/07 
        CA              2581211 70.00                   2/28/97
        95403                   0
                                        7.5%



        505  E  SAINT LOUIS AVE 120             $4,308.53
        EFFINGHAM               115     0.99    20000.00        3/5/07 
        IL              2581212 73.00                   3/5/97
        62401                   21
                                        7.5%



        828  EAST REA STREET    120             $2,975.69
        MARSHALL                115     0.99    10000.00        3/5/07 
        MO              2581213 80.00                   3/5/97
        65340                   22
                                        7.5%



        RAYMOND  MS             120             $37,695.67
        UNKNW                   115     1.99    38600.00        3/5/07 
        MS              2581214 90.00                   3/5/97
        39154                   40
                                        7.5%





        WATERLOO  IA
        UNKNW                   120     0.99    $14,095.11
        IA              2581215 69.00 115               15000.00        3/4/97
        50701                   33                      12:00 AM
                                        7.5%



        4911  JANELLE DRIVE     120             $12,447.81
        HARRISBURG              115     0.99    30000.00        3/4/07 
        PA              2581216 38.00                   3/4/97
        17112                   26
                                        7.5%



        2413  S. WAVERLY ROAD   120             $25,309.59
        EATON RAPIDS            115     1.99    25700.00        3/4/07 
        MI              2581217 90.00                   3/4/97
        48827                   17
                                        7.5%



        107  OAKLAWN DR 120             $10,158.91
        GALLATIN                115     1.99    16000.00        3/4/07 
        TN              2581218 90.00                   3/4/97
        37066                   45
                                        7.5%



        EATON  RAPIDS MI        120             $24,100.26
        UNKNW                   115     0.99    24500.00        3/4/07 
        MI              2581219 80.00                   3/4/97
        48827                   46
                                        7.5%



        2430  CENTRAL AVE.      120             $11,670.35
        GRAND RAPIDS            115     1.99    12000.00        3/4/07 
        MI              2581220 90.00                   3/4/97
        49509                   44
                                        7.5%



        30950  WHITE COTTON LANE 120            $14,904.88
        STEAMBOAT               115     0.99    35000.00        3/4/07 
        CO              2581221 64.00                   3/4/97
        80488                   35
                                        7.5%



        10585  TAMRYN BOULEVARD 120             $19,923.24
        HOLLY                   115     0.99    34700.00        3/4/07 
        MI              2581222 80.00                   3/4/97
        48442                   26
                                        7.5%



        2025  STOCKBRIDGE DRIVE 120             $3,518.09
        NEWMAN                  115     0.99    30000.00        3/4/07 
        CA              2581223 57.00                   3/4/97
        95360                   44
                                        7.5%



        901  GROVE STREET       120             $55,000.00
        MARQUETTE               115     0.99    55000.00        3/5/07 
        MI              2581224 80.00                   3/5/97
        49855                   39
                                        7.5%



        ROCHESTE  HILLS MI      120             $27,717.57
        UNKNW                   115     0.99    30000.00        3/5/07 
        MI              2581225 63.00                   3/5/97
        48307                   38
                                        7.5%





        GRANDVIL  MI
        UNKNW                   120     0.99    $26,409.06
        MI              2581226 80.00 115               26700.00        3/5/97
        49418                   45                      12:00 AM
                                        7.5%



        1  ST. JAMES PLACE      120             $14,075.18
        HIGHLAND                115     1.99    15400.00        3/3/07 
        IL              2581227 90.00                   3/3/97
        62249                   37
                                        7.5%



        LAKE  ORION MI  120             $24,593.54
        UNKNW                   115     0.99    28900.00        3/3/07 
        MI              2581228 80.00                   3/3/97
        48359                   32
                                        7.5%



        4474  THORNTREE DRIVE   120             $17,623.15
        BURTON                  115     0.99    25000.00        3/4/07 
        MI              2581229 66.00                   3/4/97
        48509                   28
                                        7.5%



        UTICA  MI               120             $36,431.16
        UNKNW                   115     0.99    48000.00        3/4/07 
        MI              2581230 80.00                   3/4/97
        48317                   30
                                        7.5%



        34300  MCBRIDE  120             $8,306.47
        ROMULUS         115     0.99    65000.00        3/4/07 
        MI              2581231 72.00                   3/4/97
        48174                   24
                                        7.5%



        951  ORANGEWOOD COURT   120             $5,232.25
        LEMOORE         115     0.99    54700.00        3/4/07 
        CA              2581232 80.00                   3/4/97
        93245                   25
                                        7.5%



        575  WELLER LANE        120             $2,494.62
        ASHLAND         115     0.99    30000.00        3/4/07 
        OR              2581233 43.00                   3/4/97
        97520                   36
                                        7.5%



        8810  ROCKDALE ROAD     120             $15,314.97
        RICHMOND                115     1.99    21300.00        3/4/07 
        VA              2581234 90.00                   3/4/97
        23236                   35
                                        7.5%



        HOOKSETT  NH            120             $19,797.87
        UNKNW                   115     0.99    25000.00        3/4/07 
        NH              2581235 24.00                   3/4/97
        03106                   48
                                        7.5%



        11751  SOUTH STONE VALLEY  120          $19,367.40
        SANDY                   115     0.99    25000.00        3/4/07 
        UT              2581236 77.00                   3/4/97
        84094                   28
                                        7.5%





        1270  NEW YORK DRIVE
        CONCORD         120     0.99    $4,234.93
        CA              2581237 60.00 115               50000.00        3/4/97
        94521                   27                      12:00 AM
                                        7.5%



        NASHVILL  TN            120             $17,106.18
        UNKNW                   115     1.99    24300.00        3/4/07 
        TN              2581238 90.00                   3/4/97
        37212                   39
                                        7.5%



        STEAMBOA  SPRINGS CO    120             $48,692.37
        UNKNW                   115     0.99    67000.00        3/3/07 
        CO              2581239 39.00                   3/3/97
        80477                   42
                                        7.5%



        1843  VISTA DEL VERDE DRIVE 120         $9,846.00
        GLENDALE                115     1.99    12400.00        3/3/07 
        CA              2581240 90.00                   3/3/97
        91208                   0
                                        7.5%



        412  HOLIDAY DRIVE      120             $17,599.00
        GREENTOWN               114     1.99    17600.00        2/27/07 
        IN              2581241 90.00                   2/27/97
        46936                   41
                                        7.5%



        450  LASSEN DRIVE       120             $21,598.77
        MARTINEZ                115     0.99    21700.00        3/3/07 
        CA              2581242 80.00                   3/3/97
        94553                   41
                                        7.5%



        11423  BARTEE AVENUE    120             $6,283.17
        MISSION HILLS           115     0.99    34800.00        3/3/07 
        CA              2581243 80.00                   3/3/97
        91345                   20
                                        7.5%



        14200  EGGLESTON        120             $49,986.61
        RIVERDALE               115     0.99    50000.00        3/3/07 
        IL              2581244 52.00                   3/3/97
        60627                   31
                                        7.5%



        PENDLETO  OR            120             $17,498.70
        UNKNW                   115     0.99    20000.00        3/3/07 
        OR              2581245 64.00                   3/3/97
        97801                   19
                                        7.5%



        9585  S. CHERRYVALE DR 120              $9,329.37
        LITTLETON               115     1.99    10100.00        3/3/07 
        CO              2581246 90.00                   3/3/97
        80126                   41
                                        7.5%



        6  PAUL REVERE DRIVE    120             $21,787.94
        WORCESTER               115     1.99    22000.00        3/3/07 
        MA              2581247 84.00                   3/3/97
        01609                   41
                                        7.5%





        KODAK  TN
        UNKNW                   120     0.99    $24,000.00
        TN              2581248 69.00 115               30000.00        3/3/97
        37764                   33                      12:00 AM
                                        7.5%



        FAIRLESS  HILLS PA      120             $24,503.12
        UNKNW                   115     0.99    25000.00        3/3/07 
        PA              2581249 71.00                   3/3/97
        19030                   39
                                        7.5%



        MUTTONTO  NY            120             $23,572.28
        UNKNW                   115     1.49    25000.00        3/3/07 
        NY              2581250 21.00                   3/3/97
        11791                   36
                                        7.5%



        32854  RED OAKS TRAIL   120             $49,496.84
        BEVERLY HILLS           114     1.99    50000.00        2/28/07 
        MI              2581251 86.00                   2/28/97
        48025                   44
                                        7.5%



        5739  COLISEUM STREET   120             $20,373.91
        LOS ANGELES             114     1.99    20700.00        2/28/07 
        CA              2581252 90.00                   2/28/97
        90016                   42
                                        7.5%



        936  GREEN DRIVE        120             $20,193.50
        COSHOCTON               114     0.99    30000.00        2/28/07 
        OH              2581253 30.00                   2/28/97
        43812                   16
                                        7.5%



        817  SOUTH THIRD AVENUE 120             $16,257.97
        BOZEMAN         114     0.99    30000.00        2/28/07 
        MT              2581254 56.00                   2/28/97
        59715                   41
                                        7.5%



        37161  JEFFERSON AVENUE 120             $8,581.53
        HARRISON                114     0.99    15000.00        2/28/07 
        MI              2581255 62.00                   2/28/97
        48045                   28
                                        7.5%



        FOREST  VA              120             $13,072.56
        UNKNW                   114     1.99    14400.00        2/24/07 
        VA              2581256 90.00                   2/24/97
        24551                   0
                                        7.5%



        #12  BENTON COURT       120             $18,239.27
        O' FALLON               114     0.99    21900.00        2/28/07 
        MO              2581257 80.00                   2/28/97
        63366                   35
                                        7.5%



        2223  JUNIPER COURT     120             $58,140.83
        SHELBY          114     0.99    87000.00        2/28/07 
        MI              2581258 80.00                   2/28/97
        48316                   44
                                        7.5%





        1455  PEPPER DRIVE
        EL CENTRO               120     1.99    $44,477.38
        CA              2581259 90.00 115               46700.00        3/3/97
        92243                   27                      12:00 AM
                                        7.5%



        501  EAST DURANT        120             $53,715.35
        WILBURTON               115     0.99    70000.00        3/3/07 
        OK              2581260 80.00                   3/3/97
        74578                   36
                                        7.5%



        2432  FLINTRIDGE DRIVE 120              $15,774.21
        GLENDALE                115     1.99    47500.00        3/3/07 
        CA              2581261 90.00                   3/3/97
        91206                   25
                                        7.5%



        4332  FRUITVALE AVENUE 120              $19,646.41
        OAKLAND         115     0.99    30000.00        3/3/07 
        CA              2581262 65.00                   3/3/97
        94602                   51
                                        7.5%



        OAKLAND  PARK FL        120             $16,527.75
        UNKNW                   114     0.99    20000.00        2/28/07 
        FL              2581263 81.00                   2/28/97
        33334                   36
                                        7.5%



        CENTERVI  UT            120             $59,073.02
        UNKNW                   114     0.99    100000.00 2/28/07 
        UT              2581264 80.00                   2/28/97
        84014                   27
                                        7.5%



        P.O.  BOX 163           120             $36,067.31
        JACKSON         114     0.99    77000.00        2/28/07 
        WY              2581265 79.00                   2/28/97
        83001                   43
                                        7.5%



        7708  BRANDBURY PLACE   120             $11,461.19
        DUBLIN                  114     1.99    22000.00        2/28/07 
        OH              2581266 88.00                   2/28/97
        43017                   42
                                        7.5%



                                120             $32,046.42
        UNKNW                   114     1.99    33000.00        2/28/07 
        NY              2581267 90.00                   2/28/97
        00000                   37
                                        7.5%



        4137  LA JUNTA DRIVE    120             $1,178.58
        CLAREMONT               114     0.99    50000.00        2/28/07 
        CA              2581268 75.00                   2/28/97
        91711                   21
                                        7.5%



        101  MADRONE AVENUE     120             $6,593.79
        WOODACRE                114     0.99    25000.00        2/28/07 
        CA              2581269 46.00                   2/28/97
        94973                   23
                                        7.5%





        1560  ST PAUL STREET
        DENVER          120     0.99    $49,457.66
        CO              2581270 62.00 114               50000.00        2/28/97
        80206                   38                      12:00 AM
                                        7.5%



        954  KITTIWAKE LANE     120             $38,694.53
        CHULA VISTA             114     0.99    53400.00        2/28/07 
        CA              2581271 80.00                   2/28/97
        91911                   40
                                        7.5%



        179  WOODSIDE AVENUE    120             $64,924.62
        FRANKLIN LAKES          114     0.99    100000.00 2/28/07 
        NJ              2581272 64.00                   2/28/97
        07417                   44
                                        7.5%



        805  CHURCH STREET      120             $48,962.38
        MIDDLETOWN              114     0.99    50000.00        2/28/07 
        NJ              2581273 74.00                   2/28/97
        07748                   46
                                        7.5%



        5500  MAIN STREET       120             $30,978.70
        STRATFORD               114     0.99    80400.00        2/28/07 
        CT              2581274 80.00                   2/28/97
        06497                   44
                                        7.5%



        5587  OAKHURST DRIVE    120             $71,716.62
        CAMBRIA         114     0.99    78500.00        2/27/07 
        CA              2581275 80.00                   2/27/97
        93428                   48
                                        7.5%



        7113  WEST VIEW BLVD.   120             $18,990.36
        FAIRVIEW                114     0.99    25000.00        2/27/07 
        TN              2581276 77.00                   2/27/97
        37062                   42
                                        7.5%



        SOUTHFIE  MI            120             $10,605.21
        UNKNW                   114     0.99    20000.00        2/27/07 
        MI              2581277 77.00                   2/27/97
        48075                   26
                                        7.5%



        DUMONT  NJ              120             $21,874.78
        UNKNW                   114     1.49    44300.00        2/27/07 
        NJ              2581278 70.00                   2/27/97
        07628                   16
                                        7.5%



        35311  MALIBU           120             $26,399.68
        STERLING                114     1.99    26400.00        2/27/07 
        MI              2581279 90.00                   2/27/97
        48312                   27
                                        7.5%



        307  BELAIR DR  120             $9,781.95
        SMYRNA                  114     1.99    11000.00        2/27/07 
        TN              2581280 87.00                   2/27/97
        37167                   41
                                        7.5%





        ELDORADO  IL
        UNKNW                   120     0.99    $20,800.00
        IL              2581281 60.00 114               30000.00        2/27/97
        62930                   18                      12:00 AM
                                        7.5%



        129  SEALION PLACE      120             $54,989.14
        VALLEJO         114     1.99    55000.00        2/27/07 
        CA              2581282 89.00                   2/27/97
        94591                   35
                                        7.5%



        7520  N. SPRING STREET 120              $47,921.68
        BROHMAN         114     1.49    50000.00        2/27/07 
        MI              2581283 67.00                   2/27/97
        49312                   49
                                        7.5%



        2094  TRESTLE GLEN ROAD 120             $39,018.10
        WALNUT CREEK            114     1.99    39200.00        2/27/07 
        CA              2581284 90.00                   2/27/97
        94598                   34
                                        7.5%



        5272  MARLWOOD  120             $5,240.94
        WEST                    114     0.99    99000.00        2/27/07 
        MI              2581285 73.00                   2/27/97
        48323                   30
                                        7.5%



        13954  SHALESTONE DR    120             $24,576.83
        CLIFTON         114     1.99    25000.00        2/27/07 
        VA              2581286 90.00                   2/27/97
        20124                   42
                                        7.5%



        4542  PETOSKEY  120             $18,937.81
        WILLIAMSTON             114     0.99    23000.00        2/26/07 
        MI              2581287 80.00                   2/26/97
        48895                   26
                                        7.5%



        7004  BLVD EAST 29C     120             $43,000.00
        GUTTENBERG              114     0.99    43000.00        2/26/07 
        NJ              2581288 80.00                   2/26/97
        07093                   28
                                        7.5%



        3  FAWN LAKE DRIVE      120             $9,888.04
        ST PETERS               114     1.99    10000.00        2/27/07 
        MO              2581289 88.00                   2/27/97
        63376                   43
                                        7.5%



        4235  EAST LEAKE ROAD   120             $14,951.88
        GUM SPRING              114     1.99    15000.00        2/27/07 
        VA              2581290 89.00                   2/27/97
        23065                   40
                                        7.5%



        LANSING  MI             120             $14,938.58
        UNKNW                   114     1.99    15700.00        2/27/07 
        MI              2581291 90.00                   2/27/97
        48917                   43
                                        7.5%





        10  LEATHERSTOCKING LANE
        SCARSDALE               120     1.49    $95,667.69
        NY              2581292 66.00 114               100000.00 2/27/97
        10583                   43                      12:00 AM
                                        7.5%



        MADISON  HEIGHTS MI     120             $22,891.81
        UNKNW                   114     0.99    40000.00        2/27/07 
        MI              2581293 37.00                   2/27/97
        48071                   45
                                        7.5%



        PITTSBUR  PA            120             $12,360.42
        UNKNW                   114     0.99    30000.00        2/27/07 
        PA              2581294 43.00                   2/27/97
        15205                   41
                                        7.5%



        6002  CHURCH ROAD       120             $23,746.57
        FERNDALE                114     4.00    30000.00        2/27/07 
        WA              2581295 79.00                   2/27/97
        98248                   40
                                        7.22%



        1365  STONETREE 120             $24,866.65
        TROY                    114     0.99    49500.00        2/27/07 
        MI              2581296 80.00                   2/27/97
        48083                   29
                                        7.5%



        159  HARDING ST.        120             $45,407.27
        ELGIN                   114     1.99    55100.00        2/27/07 
        IL              2581297 87.00                   2/27/97
        60123                   34
                                        7.5%



        COLUMBIA  MO            120             $12,238.80
        UNKNW                   114     0.99    12400.00        2/27/07 
        MO              2581298 80.00                   2/27/97
        65201                   40
                                        7.5%



        15  CHESTNUT STREET     120             $24,025.00
        REHOBOTH                114     1.99    24300.00        2/21/07 
        MA              2581299 90.00                   2/21/97
        02769                   0
                                        7.5%



        P.O.  BOX 53            120             $64,260.70
        BLUE POINT              114     0.99    64800.00        2/26/07 
        NY              2581300 80.00                   2/26/97
        11715                   42
                                        7.5%



        609  CHESTNUT STREET    120             $28,053.75
        BEREA                   114     0.99    30000.00        2/26/07 
        KY              2581301 75.00                   2/26/97
        40403                   22
                                        7.5%



        LAGUNA  BEACH CA        120             $17,185.70
        UNKNW                   114     0.99    35000.00        2/26/07 
        CA              2581302 71.00                   2/26/97
        92651                   45
                                        7.5%





        RENO  NV
        UNKNW                   120     0.99    $19,842.82
        NV              2581303 80.00 114               22500.00        2/26/97
        89506                   42                      12:00 AM
                                        7.5%



        HASKELL  NJ             120             $17,759.11
        UNKNW                   114     1.99    20000.00        2/26/07 
        NJ              2581304 88.00                   2/26/97
        07420                   32
                                        7.5%



        NHN  ALYESKA HIGHWAY    120             $50,149.43
        GIRDWOOD                114     0.99    50000.00        2/26/07 
        AK              2581305 80.00                   2/26/97
        99587                   32
                                        7.5%



        104  WHITE OAK CIRCLE   120             $12,449.76
        WEST MONROE             114     0.99    18000.00        2/26/07 
        LA              2581306 80.00                   2/26/97
        71291                   39
                                        7.5%



        10  ALVIN ROAD  120             $2,201.91
        WALNUT CREEK            114     0.99    26700.00        2/26/07 
        UT              2581307 75.00                   2/26/97
        94598                   48
                                        7.5%



        DENVER  CO              120             $9,646.00
        UNKNW                   114     1.99    11500.00        2/26/07 
        CO              2581308 90.00                   2/26/97
        80239                   19
                                        7.5%



        MASON  MI               120             $24,028.90
        UNKNW                   114     0.99    24200.00        2/26/07 
        MI              2581309 80.00                   2/26/97
        48854                   0
                                        7.5%



        2505  WOODLARK DRIVE    120             $3,978.21
        ONTARIO         114     1.99    10000.00        2/26/07 
        CA              2581310 89.00                   2/26/97
        91761                   45
                                        7.5%



        17783  VERMONT STREET   120             $9,044.32
        GRAFTON         114     0.99    25000.00        2/25/07 
        OH              2581311 80.00                   2/25/97
        44044                   44
                                        7.5%



        4316  LEHIGH DRIVE      120             $10,619.45
        TROY                    114     1.99    46500.00        2/25/07 
        MI              2581312 90.00                   2/25/97
        48098                   31
                                        7.5%



        TIMBERLA  OH            120             $41,025.24
        UNKNW                   114     0.99    49700.00        2/25/07 
        OH              2581313 80.00                   2/25/97
        44095                   45
                                        7.5%





        2401  OLIVE GROVE CT.
        RIVERBANK               120     1.99    $23,119.49
        CA              2581314 89.00 114               27000.00        2/25/97
        95367                   29                      12:00 AM
                                        7.5%



        FORT  COLLINS CO        120             $13,490.31
        UNKNW                   114     1.99    14000.00        2/25/07 
        CO              2581315 90.00                   2/25/97
        80525                   33
                                        7.5%



        215  RIDGECREST DRIVE   120             $23,078.39
        CANNON FALLS            114     1.99    23200.00        2/25/07 
        MN              2581316 90.00                   2/25/97
        55009                   0
                                        7.5%



        800  ESTHER DRIVE       120             $15,521.14
        LAKE ORION              114     0.99    29700.00        2/25/07 
        MI              2581317 80.00                   2/25/97
        48362                   45
                                        7.5%



        3304  AMMON WAY 120             $9,923.20
        FOREST GROVE            114     0.99    10000.00        2/25/07 
        OR              2581318 77.00                   2/25/97
        97116                   33
                                        7.5%



        25408  HAINES ROAD      120             $17,301.49
        GREENWOOD               114     1.99    18500.00        2/25/07 
        MO              2581319 90.00                   2/25/97
        64034                   39
                                        7.5%



        12424  CALLE LUCIA TERRACE 120          $11,872.93
        LAKESIDE                114     1.99    49900.00        2/25/07 
        CA              2581320 90.00                   2/25/97
        92040                   23
                                        7.5%



        ATTLEBOR  MA            120             $25,313.75
        UNKNW                   114     1.99    25800.00        2/26/07 
        MA              2581321 90.00                   2/26/97
        02703                   31
                                        7.5%



        246  SOUTH REVERE STREET 120            $14,293.45
        HARRISBURG              114     0.99    17300.00        2/26/07 
        PA              2581322 80.00                   2/26/97
        17109                   47
                                        7.5%



        R  R 2, BOX 278 120             $43,335.77
        DINGMANS FERRY          114     0.99    46500.00        2/24/07 
        PA              2581323 71.00                   2/24/97
        18328                   42
                                        7.5%



        HENDERSO  NV            120             $16,798.31
        UNKNW                   114     0.99    20000.00        2/24/07 
        NV              2581324 22.00                   2/24/97
        89015                   13
                                        7.5%





        LEONARD  MI
        UNKNW                   120     0.99    $2,458.30
        MI              2581325 80.00 114               55000.00        2/24/97
        48367                   36                      12:00 AM
                                        7.5%



        6325  TONAWANDA CREEK  120              $19,790.40
        LOCKPORT                114     0.99    21600.00        2/24/07 
        NY              2581326 80.00                   2/24/97
        14094                   40
                                        7.5%



        25521  HOPKINS STREET   120             $14,896.05
        DEARBORN                114     0.99    15000.00        2/24/07 
        MI              2581327 74.00                   2/24/97
        48125                   35
                                        7.5%



        110-21  73RD ST. APT. 2M 120            $17,600.00
        FOREST HILLS            114     1.99    35200.00        2/24/07 
        NY              2581328 90.00                   2/24/97
        11375                   40
                                        7.5%



        SAGAMORE  HILLS OH      120             $18,888.59
        UNKNW                   114     0.99    20600.00        2/24/07 
        OH              2581329 80.00                   2/24/97
        44067                   34
                                        7.5%



        815  HATHAWAY           120             $24,386.95
        AUBURN HILLS            114     1.99    24500.00        2/24/07 
        MI              2581330 86.00                   2/24/97
        48326                   41
                                        7.5%



        3160  EAST WOODSON ROAD 120             $28,830.88
        ACAMPO                  114     1.99    29000.00        2/25/07 
        CA              2581331 90.00                   2/25/97
        95220                   41
                                        7.5%



        WEST  BLOOMFIELD MI     120             $246,599.74
        UNKNW                   114     0.99    250000.00 2/25/07 
        MI              2581332 41.00                   2/25/97
        48234                   36
                                        7.5%



        817  NORTH PRICE ROAD   120             $9,461.39
        OLIVETTE                114     0.99    10000.00        2/25/07 
        MO              2581333 76.00                   2/25/97
        63132                   34
                                        7.5%



        132-17  97 AVENUE       120             $13,304.79
        RICHMOND HILL           114     0.99    20000.00        2/25/07 
        NY              2581334 22.00                   2/25/97
        11419                   42
                                        7.5%



        BLOOMFIE  HILLS MI      120             $30,704.63
        UNKNW                   114     0.99    53000.00        2/21/07 
        MI              2581335 66.00                   2/21/97
        48304                   45
                                        7.5%





        5132  LAUREL DRIVE
        CONCORD         120     0.99    $2,808.31
        CA              2581336 61.00 114               30000.00        2/21/97
        94521                   45                      12:00 AM
                                        7.5%



        640  HARRIGAN ROAD      120             $15,000.00
        FALLON                  114     1.99    15000.00        2/21/07 
        NV              2581337 90.00                   2/21/97
        89406                   39
                                        7.5%



        PRUDENVI  MI            120             $49,984.04
        UNKNW                   114     0.99    50000.00        2/24/07 
        MI              2581338 73.00                   2/24/97
        48430                   41
                                        7.5%



        67  DEBI LEI DRIVE      120             $32,973.56
        WINONA                  114     0.99    45000.00        2/24/07 
        MN              2581339 76.00                   2/24/97
        55987                   0
                                        7.5%



        75459  HENDERSON ROAD   120             $21,460.56
        COVINGTON               114     0.99    25000.00        2/24/07 
        LA              2581340 71.00                   2/24/97
        70435                   36
                                        7.5%



        103  GEDNEY ST. 120             $19,352.24
        NYACK                   114     1.99    26500.00        2/24/07 
        NY              2581341 85.00                   2/24/97
        10960                   0
                                        7.5%



        37642  ANDREW           120             $35,487.62
        STERLING HGTS           114     0.99    48000.00        2/24/07 
        MI              2581342 80.00                   2/24/97
        48312                   0
                                        7.5%



        1581  11TH STREET       120             $76,391.69
        PACIFIC GROVE           114     0.99    85500.00        2/24/07 
        CA              2581343 80.00                   2/24/97
        93950                   31
                                        7.5%



        BALTIMOR  MD            120             $8,984.80
        UNKNW                   114     1.99    10400.00        2/24/07 
        MD              2581344 90.00                   2/24/97
        21217                   41
                                        7.5%



        129  ASPHODEL DRIVE     120             $33,816.44
        LULING                  114     0.99    47800.00        2/24/07 
        LA              2581345 68.00                   2/24/97
        70070                   23
                                        7.5%



        843  SPRUCE PEAK ROAD   120             $45,000.00
        STOWE                   114     1.99    50000.00        2/24/07 
        VT              2581346 89.00                   2/24/97
        05672                   0
                                        7.5%





        LAS  VEGAS NV
        UNKNW                   120     1.99    $12,404.08
        NV              2581347 90.00 114               15300.00        2/21/97
        89113                   42                      12:00 AM
                                        7.5%



        MILFORD  PA             120             $15,992.45
        UNKNW                   114     1.99    42000.00        2/21/07 
        PA              2581348 90.00                   2/21/97
        18337                   37
                                        7.5%



        117  NORTH GRANT STREET 120             $21,712.62
        ADAMS                   114     0.99    22700.00        2/21/07 
        WI              2581349 80.00                   2/21/97
        53910                   45
                                        7.5%



        6355  ORION AVENUE      120             $60,204.58
        VAN NUYS                114     0.99    100000.00 2/21/07 
        CA              2581350 50.00                   2/21/97
        91411                   32
                                        7.5%



        14  HILLVIEW COURT      120             $30,545.95
        DANVILLE                114     0.99    48200.00        2/21/07 
        CA              2581351 75.00                   2/21/97
        94506                   37
                                        7.5%



        CLINTON  TOWNSHIP MI    120             $14,839.33
        UNKNW                   114     0.99    15000.00        2/21/07 
        MI              2581352 74.00                   2/21/97
        48035                   46
                                        7.5%



        SLIDELL  LA             120             $12,231.43
        UNKNW                   114     0.99    13000.00        2/21/07 
        LA              2581353 58.00                   2/21/97
        70458                   46
                                        7.5%



        SECANE  PA              120             $9,424.66
        UNKNW                   114     0.99    25000.00        2/21/07 
        PA              2581354 78.00                   2/21/97
        19018                   44
                                        7.5%



        6829  NORTH 15TH PLACE 120              $5,942.16
        PHOENIX         114     0.99    25100.00        2/21/07 
        AZ              2581355 75.00                   2/21/97
        85014                   44
                                        7.5%



        948  GNATVILLE ROAD     120             $7,601.40
        PIEDMONT                114     0.99    28600.00        2/21/07 
        AL              2581356 80.00                   2/21/97
        36272                   39
                                        7.5%



        2816  JONES BOULEVARD   120             $19,626.91
        EASTON                  114     0.99    23000.00        2/21/07 
        PA              2581357 81.00                   2/21/97
        18042                   35
                                        7.5%





        297  LARGO DRIVE
        NASHVILLE               120     0.99    $10,820.25
        TN              2581358 80.00 114               19400.00        2/21/97
        37211                   19                      12:00 AM
                                        7.5%



        ARTESIA  NM             120             $9,229.58
        UNKNW                   114     0.99    15000.00        2/20/07 
        NM              2581359 67.00                   2/20/97
        88210                   12
                                        7.5%



        RR  #4 BOX 188  120             $33,719.09
        RIVER OAKS L            114     1.99    45400.00        2/20/07 
        MN              2581360 84.00                   2/20/97
        56537                   38
                                        7.5%



        2807  LYNNWOOD DRIVE    120             $23,889.90
        RAPID CITY              114     0.99    24000.00        2/20/07 
        SD              2581361 66.00                   2/20/97
        57701                   43
                                        7.5%



        23  NORTH FRANKLIN STREET 120           $27,913.60
        LAMBERTVILLE            114     0.99    50000.00        2/20/07 
        NJ              2581362 40.00                   2/20/97
        08530                   17
                                        7.5%



        422  TAPPAN ROAD        120             $21,058.83
        NORTHVALE               114     0.99    26200.00        2/20/07 
        NJ              2581363 75.00                   2/20/97
        07647                   34
                                        7.5%



        324  FENTON             120             $17,799.57
        LANSING         114     1.99    17800.00        2/20/07 
        MI              2581364 90.00                   2/20/97
        48910                   20
                                        7.5%



        CALABASH  NC            120             $24,240.58
        UNKNW                   114     0.99    30000.00        2/20/07 
        NC              2581365 52.00                   2/20/97
        28467                   43
                                        7.5%



        32  REXLAND DRIVE       120             $10,426.65
        BOONTON         114     0.99    24000.00        2/20/07 
        NJ              2581366 80.00                   2/20/97
        07005                   22
                                        7.5%



        3351  INLAND EMPIRE BLVD  120           $28,858.01
        ONTARIO         114     0.99    30000.00        2/20/07 
        NV              2581367 51.00                   2/20/97
        91764                   16
                                        7.5%



        ARLINGTO  TN            120             $16,700.00
        UNKNW                   114     1.99    16700.00        2/20/07 
        TN              2581368 90.00                   2/20/97
        38002                   42
                                        7.5%





        1255  W. KENILWORTH
        PALATINE                120     0.99    $18,874.33
        IL              2581369 70.00 114               90000.00        2/20/97
        60067                   17                      12:00 AM
                                        7.5%



        1013  KAPLAN DR.        120             $2,838.18
        WATERLOO                114     0.99    15000.00        2/20/07 
        IA              2581370 80.00                   2/20/97
        50702                   27
                                        7.5%



        18181  KIRKSHIRE        120             $18,238.32
        BEVERLY HILLS           114     0.99    50000.00        2/19/07 
        MI              2581371 78.00                   2/19/97
        48025                   16
                                        7.5%



        203  CAROL ROAD 120             $25,612.99
        NILES                   114     0.99    30000.00        2/19/07 
        MI              2581372 38.00                   2/19/97
        49120                   19
                                        7.5%



        DAVISBUR  MI            120             $52,142.69
        UNKNW                   114     0.99    53100.00        2/19/07 
        MI              2581373 80.00                   2/19/97
        48350                   31
                                        7.5%



        ATASCADE  CA            120             $9,984.59
        UNKNW                   114     0.99    10000.00        2/19/07 
        CA              2581374 78.00                   2/19/97
        93422                   41
                                        7.5%



        3945  MEADOWBROOK CIRCLE 120            $8,360.14
        PITTSBURG               114     1.99    18000.00        2/19/07 
        CA              2581375 90.00                   2/19/97
        94565                   16
                                        7.5%



        12955  PODUCK           120             $169.48
        CEDAR SPRINGS           114     1.99    10000.00        2/20/07 
        MI              2581376 89.00                   2/20/97
        49319                   0
                                        7.5%



        EVERGREE  CO            120             $39,130.50
        UNKNW                   114     0.99    50000.00        2/20/07 
        CO              2581377 72.00                   2/20/97
        80439                   33
                                        7.5%



        20646  OLYMPIAN WAY     120             $43,827.01
        OLYMPIA FLDS            114     0.99    45300.00        2/20/07 
        IL              2581378 80.00                   2/20/97
        60461                   40
                                        7.5%



        302  EASTERN            120             $17,185.75
        ELK CITY                114     1.99    17600.00        2/20/07 
        OK              2581379 90.00                   2/20/97
        73644                   41
                                        7.5%





        HAMPTON  SC
        UNKNW                   120     0.99    $18,978.73
        PA              2581380 24.00 114               20000.00        2/20/97
        29924                   43                      12:00 AM
                                        7.5%



        4625  THETA STREET      120             $23,401.66
        FREMONT         114     0.99    23500.00        2/20/07 
        CA              2581381 90.00                   2/20/97
        94536                   44
                                        7.5%



        5401  N. RYBURN WAY     120             $40,043.85
        LINDEN                  114     1.99    40500.00        2/20/07 
        CA              2581382 90.00                   2/20/97
        95236                   47
                                        7.5%



        8125  RHODES AVENUE     120             $24,916.92
        LOS ANGELES             114     1.99    26200.00        2/18/07 
        CA              2581383 90.00                   2/18/97
        91605                   38
                                        7.5%



        7410  ROBERTSON 120             $12,790.07
        MIDDLEVILLE             114     0.99    40500.00        2/18/07 
        MI              2581384 75.00                   2/18/97
        49333                   35
                                        7.5%



        WEST  HAGUE ROAD        120             $38,276.67
        HAGUE                   114     1.99    39100.00        2/18/07 
        NY              2581385 90.00                   2/18/97
        12836                   41
                                        7.5%



        105  AMELIA DRIVE       120             $16,911.71
        LEESVILLE               114     1.99    19500.00        2/19/07 
        LA              2581386 90.00                   2/19/97
        71446                   38
                                        7.5%



        1924  EAST ROCKWOOD DRIVE 120           $32,700.34
        PHOENIX         114     0.99    75000.00        2/19/07 
        AZ              2581387 52.00                   2/19/97
        85024                   31
                                        7.5%



        SHARON  VT              120             $4,930.05
        UNKNW                   114     0.99    20000.00        2/19/07 
        VT              2581388 63.00                   2/19/97
        05065                   45
                                        7.5%



        440  PATTIE DRIVE       120             $9,946.55
        BEREA                   114     1.99    10000.00        2/19/07 
        OH              2581389 90.00                   2/19/97
        44017                   34
                                        7.5%



        2612  CAMELLIA DRIVE    120             $14,888.74
        FLATWOODS               114     0.99    15100.00        2/19/07 
        KY              2581390 60.00                   2/19/97
        41139                   35
                                        7.5%





        ROCHESTE  MI
        UNKNW                   120     0.99    $5,582.97
        MI              2581391 62.00 114               10000.00        2/19/97
        48307                   28                      12:00 AM
                                        7.5%



        104  POUND HOLLOW RD.   120             $14,095.83
        OLD BROOKVILLE          114     0.99    25000.00        2/19/07 
        NY              2581392 21.00                   2/19/97
        11545                   27
                                        7.5%



        308  FAIRFIELD DR.      120             $19,220.05
        STATE COLLEGE           114     1.99    24500.00        2/19/07 
        PA              2581393 90.00                   2/19/97
        16801                   45
                                        7.5%



        9125  N. SIMPSON ROAD   120             $85,000.00
        NEWMAN LAKE             114     4.00    85000.00        2/19/07 
        WA              2581394 70.00                   2/19/97
        99025                   48
                                        7.22%



        4183  KIVEY DRIVE       120             $12,188.29
        LAKE WORTH              114     1.99    12500.00        2/18/07 
        FL              2581395 90.00                   2/18/97
        33461                   30
                                        7.5%



        2939  KEOKUK STREET     120             $13,938.43
        BUTTE                   114     0.99    50000.00        2/18/07 
        MT              2581396 60.00                   2/18/97
        59701                   8
                                        7.5%



        84  OAKLAND AVENUE      120             $9,967.98
        SAN ANSELMO             114     0.99    37900.00        2/18/07 
        CA              2581397 80.00                   2/18/97
        94960                   46
                                        7.5%



        MCALESTE  OK            120             $16,707.00
        UNKNW                   114     1.99    17000.00        2/18/07 
        OK              2581398 88.00                   2/18/97
        74501                   21
                                        7.5%



        250  ARLINGTON ROAD     120             $2,724.48
        REDWOOD CITY            114     0.99    19200.00        2/18/07 
        CA              2581399 80.00                   2/18/97
        94062                   35
                                        7.5%



        2685  TANGBOURNE        120             $20,251.23
        MEMPHIS         114     0.99    23500.00        2/18/07 
        TN              2581400 70.00                   2/18/97
        38119                   40
                                        7.5%



        200  KNICKERBOCKER ROAD 120             $48,700.00
        TENAFLY         114     1.99    50000.00        2/18/07 
        NJ              2581401 90.00                   2/18/97
        07670                   41
                                        7.5%





        SANTA  BARBARA CA
        UNKNW                   120     1.99    $34,536.30
        CA              2581402 89.00 114               35000.00        2/18/97
        93110                   40                      12:00 AM
                                        7.5%



        CRESSKIL  NJ            120             $25,000.00
        UNKNW                   114     1.99    25000.00        2/18/07 
        NJ              2581403 89.00                   2/18/97
        07626                   33
                                        7.5%



        GUSTINE  CA             120             $22,602.38
        UNKNW                   114     1.99    28600.00        2/18/07 
        CA              2581404 89.00                   2/18/97
        95322                   43
                                        7.5%



        1003  TROY O FALLON ROAD 120            $29,768.57
        TROY                    114     0.99    30000.00        2/18/07 
        IL              2581405 78.00                   2/18/97
        62294                   0
                                        7.5%



        1545  10TH STREET       120             $76,429.88
        MANHATTAN               114     1.99    77000.00        2/18/07 
        CA              2581406 90.00                   2/18/97
        90266                   29
                                        7.5%



        9131  ROUNDOAK DRIVE    120             $4,600.00
        BATON ROUGE             114     0.99    10000.00        2/17/07 
        LA              2581407 64.00                   2/17/97
        70817                   34
                                        7.5%



        5712  CODY STREET       120             $9,740.86
        HOLLYWOOD               114     0.99    10000.00        2/17/07 
        FL              2581408 35.00                   2/17/97
        33021                   28
                                        7.5%



        BLOOMFIE  HILLS MI      120             $25,503.04
        UNKNW                   114     0.99    30000.00        2/17/07 
        MI              2581409 68.00                   2/17/97
        48302                   26
                                        7.5%



        6363  SHOREWOOD COURT   120             $32,894.49
        PLEASANTON              114     1.99    35900.00        2/17/07 
        CA              2581410 90.00                   2/17/97
        94588                   35
                                        7.5%



        916  E. 228TH STREET    120             $5,817.22
        BRONX                   114     1.99    18200.00        2/18/07 
        NY              2581411 89.00                   2/18/97
        10466                   39
                                        7.5%



        410  JENKS AVENUE       120             $19,847.13
        COKATO                  114     0.99    25500.00        2/18/07 
        MN              2581412 73.00                   2/18/97
        55321                   39
                                        7.5%





        29  VASSAR PLACE
        LYNBROOK                120     1.99    $5,402.56
        NY              2581413 90.00 114               20200.00        2/18/97
        11563                   29                      12:00 AM
                                        7.5%



        29  SOUTH STREET        120             $8,929.39
        MIDDLETOWN              114     0.99    30000.00        2/18/07 
        VT              2581414 77.00                   2/18/97
        05757                   15
                                        7.5%



        21470  WINCHESTER       120             $2,363.86
        SOUTHFIELD              114     0.99    68700.00        2/18/07 
        MI              2581415 80.00                   2/18/97
        48076                   29
                                        7.5%



        832  GOLFVIEW           120             $5,173.44
        ROUND LAKE              114     0.99    10000.00        2/18/07 
        IL              2581416 73.00                   2/18/97
        60073                   44
                                        7.5%



        WEYMOUTH  MA            120             $24,456.76
        UNKNW                   114     0.99    25000.00        2/18/07 
        MA              2581417 76.00                   2/18/97
        02189                   32
                                        7.5%



        8340  SUNBURST  120             $14,241.16
        CENTERLINE              114     0.99    15000.00        2/18/07 
        MI              2581418 73.00                   2/18/97
        48015                   44
                                        7.5%



        110  BOWERWOOD  120             $62,915.00
        CHICKASHA               114     0.99    63200.00        2/14/07 
        OK              2581419 80.00                   2/14/97
        73018                   26
                                        7.5%



        10330  PUTTYGUT ROAD    120             $19,120.98
        CASCO                   114     0.99    30000.00        2/14/07 
        MI              2581420 25.00                   2/14/97
        48064                   44
                                        7.5%



        507  APPLE STREET       120             $5,800.00
        OWENSVILLE              114     1.99    10000.00        2/14/07 
        MO              2581421 85.00                   2/14/97
        65066                   23
                                        7.5%



        4241  BUTTERNUT HILL    120             $10,535.73
        TROY                    114     1.99    11000.00        2/14/07 
        MI              2581422 86.00                   2/14/97
        48098                   36
                                        7.5%



        BOX  643                120             $19,054.85
        LIBERAL         114     0.99    22600.00        2/17/07 
        KS              2581423 80.00                   2/17/97
        67905                   38
                                        7.5%





        P.O.  BOX 525
        DRIGGS          120     0.99    $75,510.58
        ID              2581424 80.00 114               96000.00        2/17/97
        83422                   24                      12:00 AM
                                        7.5%



        15267  HIGHWAY 10 EAST 120              $13,812.24
        ROSELAND                114     0.99    72000.00        2/17/07 
        LA              2581425 80.00                   2/17/97
        70456                   30
                                        7.5%



        37  ISABELLE STREET     120             $19,884.42
        NARRAGANSETT            114     1.99    20000.00        2/17/07 
        RI              2581426 89.00                   2/17/97
        02882                   0
                                        7.5%



        9421  E. KAYENTA DRIVE 120              $29,682.62
        TUCSON                  114     0.99    30300.00        2/17/07 
        AZ              2581427 80.00                   2/17/97
        85749                   36
                                        7.5%



        14805  PECK DR. 120             $26,601.06
        WARREN                  114     1.99    30000.00        2/17/07 
        MI              2581428 85.00                   2/17/97
        48093                   30
                                        7.5%



        4225  ARLINGTON DR.     120             $9,098.61
        ROYAL OAK               114     0.99    11800.00        2/17/07 
        MI              2581429 80.00                   2/17/97
        48073                   29
                                        7.5%



        853  GOSHEN ROAD        120             $11,115.54
        GOSHEN                  114     1.99    11200.00        2/17/07 
        NJ              2581430 90.00                   2/17/97
        08218                   42
                                        7.5%



        46551  VINEYARDS LANE   120             $6,966.43
        MACOMB                  114     1.99    32500.00        2/13/07 
        MI              2581431 90.00                   2/13/97
        48042                   39
                                        7.5%



        SHELBURN  VT            120             $32,500.00
        UNKNW                   114     1.99    32500.00        2/14/07 
        VT              2581432 78.00                   2/14/97
        05482                   40
                                        7.5%



        3728  ADAMS ROAD        120             $9,476.78
        EAST JORDAN             114     0.99    10000.00        2/14/07 
        MI              2581433 75.00                   2/14/97
        49727                   45
                                        7.5%



        525  RIO BRAVO STREET   120             $26,819.44
        RIDGECREST              114     1.99    27000.00        2/14/07 
        CA              2581434 90.00                   2/14/97
        93555                   0
                                        7.5%





        451  COGNEWAUGH ROAD
        COS COB         120     0.99    $47,320.30
        CT              2581435 47.00 114               100000.00 2/14/97
        06807                   22                      12:00 AM
                                        7.5%



        EDGEWATE  FL            120             $9,875.22
        UNKNW                   114     1.99    10000.00        2/14/07 
        FL              2581436 90.00                   2/14/97
        32132                   44
                                        7.5%



        749  VANBUREN NORTH WEST 120            $14,984.84
        GRAND RAPIDS            114     1.99    17600.00        2/14/07 
        MI              2581437 90.00                   2/14/97
        49504                   35
                                        7.5%



        2721  VAN DYKE AVENUE   120             $30,481.54
        RALEIGH         114     1.99    32000.00        2/14/07 
        NC              2581438 90.00                   2/14/97
        27607                   40
                                        7.5%



        3929  LANTANA LANE      120             $38,643.87
        NAPA                    114     0.99    41100.00        2/14/07 
        CA              2581439 80.00                   2/14/97
        94558                   37
                                        7.5%



        507  RIDEVIEW DRIVE     120             $18,850.03
        BIG RAPIDS              115     0.99    29500.00        3/12/07 
        MI              2581440 80.00                   3/12/97
        49307                   33
                                        7.5%



        241  VALLEY ROAD        120             $14,915.35
        WAYNE                   114     0.99    99000.00        2/14/07 
        NJ              2581441 85.00                   2/14/97
        07470                   43
                                        7.5%



        WALKERSV  MD            120             $6,252.04
        UNKNW                   114     0.99    25000.00        2/14/07 
        MD              2581442 71.00                   2/14/97
        21793                   45
                                        7.5%



        857  PUTMAN             120             $77,760.00
        MT LAUREL               114     0.99    100000.00 2/13/07 
        NJ              2581443 77.00                   2/13/97
        08054                   18
                                        7.5%



        634  ESCAMBIA DRIVE     120             $62,880.06
        LILLIAN         114     0.99    80000.00        2/13/07 
        MI              2581444 53.00                   2/13/97
        36549                   21
                                        7.5%



        154  SHELLBANK PL.      120             $5,383.22
        ROCKVILLE               114     1.99    25000.00        2/13/07 
        NY              2581445 89.00                   2/13/97
        11570                   32
                                        7.5%





        MANNFORD  OK
        UNKNW                   120     1.99    $11,339.37
        OK              2581446 90.00 114               15500.00        2/13/97
        74044                   33                      12:00 AM
                                        7.5%



        FRANKLIN  TN            120             $39,960.38
        UNKNW                   114     1.99    40000.00        2/13/07 
        TN              2581447 89.00                   2/13/97
        37069                   25
                                        7.5%



        2967  CRESTWOOD DRIVE   120             $35,231.26
        EAST LANSING            114     0.99    40000.00        2/13/07 
        MI              2581448 27.00                   2/13/97
        48823                   0
                                        7.5%



        5855  RAVEN ROAD        120             $45,321.61
        BLOOMFIELD              114     0.99    50000.00        2/13/07 
        MI              2581449 69.00                   2/13/97
        48301                   26
                                        7.5%



        16  FRANCONIA DR.       120             $33,454.34
        NASHUA                  114     1.99    35700.00        2/13/07 
        NH              2581450 90.00                   2/13/97
        03063                   38
                                        7.5%



        SAN  CLEMENTE CA        120             $14,900.00
        UNKNW                   114     1.99    15000.00        2/13/07 
        CA              2581451 85.00                   2/13/97
        92672                   48
                                        7.5%



        3907  BELLVUE DRIVE     120             $11,752.42
        SAINT PETERS            114     1.99    12700.00        2/13/07 
        MO              2581452 90.00                   2/13/97
        63376                   29
                                        7.5%



        19219  MARTIN           120             $13,287.53
        CLINTON                 114     1.99    25000.00        2/13/07 
        MI              2581453 85.00                   2/13/97
        48038                   27
                                        7.5%



        6724  S. KOMENSKY       120             $2,550.87
        CHICAGO         114     0.99    14000.00        2/13/07 
        IL              2581454 75.00                   2/13/97
        60629                   27
                                        7.5%



        1700  SOUTH WEST 68TH  120              $68,946.76
        PLANTATION              114     0.99    70000.00        2/12/07 
        FL              2581455 77.00                   2/12/97
        33317                   44
                                        7.5%



        1008  SOUTHWEST 104TH WAY 120           $20,609.48
        PEMBROKE PINES          114     1.99    21000.00        2/12/07 
        FL              2581456 90.00                   2/12/97
        33025                   43
                                        7.5%





        ALEXANDR  LA
        UNKNW                   120     1.99    $49,912.70
        LA              2581457 87.00 114               50000.00        2/12/97
        71301                   29                      12:00 AM
                                        7.5%



        ROUTE  1 BOX 198 - A    120             $10,968.32
        GRAYSON         114     0.99    11500.00        2/12/07 
        LA              2581458 80.00                   2/12/97
        71435                   44
                                        7.5%



        8205  PALM COVE BOULEVARD 120           $25,352.43
        PANAMA CITY             114     1.99    26000.00        2/12/07 
        FL              2581459 90.00                   2/12/97
        32408                   45
                                        7.5%



        6815  HUBBARD CIRCLE    120             $14,776.84
        CLARKSTON               114     0.99    34000.00        2/12/07 
        MI              2581460 80.00                   2/12/97
        48348                   28
                                        7.5%



        807  GLENMAR ROAD       120             $23,985.87
        FAIRLESS HILLS          114     0.99    46000.00        2/12/07 
        PA              2581461 80.00                   2/12/97
        19030                   23
                                        7.5%



        3860  AVOCET COURT      120             $23,274.88
        RENO                    114     1.99    41300.00        2/12/07 
        NV              2581462 90.00                   2/12/97
        89506                   20
                                        7.5%



        520  NANCY DRIVE        120             $20,653.31
        RIPON                   114     1.99    21600.00        2/12/07 
        CA              2581463 90.00                   2/12/97
        95366                   19
                                        7.5%



        552  HATHAWAY RD.       120             $31,785.59
        DAYTON                  114     0.99    50000.00        2/12/07 
        OH              2581464 63.00                   2/12/97
        45419                   21
                                        7.5%



        FALLBROO  CA            120             $33,220.52
        UNKNW                   114     1.99    33700.00        2/12/07 
        CA              2581465 90.00                   2/12/97
        92028                   31
                                        7.5%



        1756  CROCKER LANE      120             $22,618.97
        JAMINSON                114     0.99    26400.00        2/13/07 
        PA              2581466 80.00                   2/13/97
        18929                   26
                                        7.5%



        MOUNT  DORA FL  120             $13,640.04
        UNKNW                   114     1.99    14600.00        2/11/07 
        FL              2581467 90.00                   2/11/97
        32757                   45
                                        7.5%





        6850  E. EDGEMONT PLACE
        TUCSON          120     1.99    $38,121.38
        AZ              2581468 90.00 114               44100.00        2/11/97
        85710                   41                      12:00 AM
                                        7.5%



        RR  1 BOX 106A  120             $24,860.55
        RICH HILL               114     0.99    25000.00        2/11/07 
        MO              2581469 72.00                   2/11/97
        64779                   45
                                        7.5%



        2876  HORSESHOE COURT  121              $39,784.80
        GRANDVILLE              115     0.99    40000.00        3/17/07 
        MI              2581470 73.00                   2/11/97
        49418                   41
                                        7.5%



        1907  E BEAUFORT ST.    120             $17,051.61
        LARAMIE         114     0.99    25000.00        2/11/07 
        WY              2581471 60.00                   2/11/97
        82070                   27
                                        7.5%



        8791  SW 49 STREET      120             $20,028.99
        MIAMI                   114     0.99    40000.00        2/11/07 
        FL              2581472 80.00                   2/11/97
        33165                   40
                                        7.5%



        2091  JARMAN DRIVE      120             $1,706.00
        TROY                    114     0.99    25000.00        2/11/07 
        MI              2581473 79.00                   2/11/97
        48098                   24
                                        7.5%



        BENSENVI  IL            120             $19,000.00
        UNKNW                   114     1.99    20000.00        2/11/07 
        IL              2581474 86.00                   2/11/97
        60106                   40
                                        7.5%



        LEXINGTO  NC            120             $27,381.70
        UNKNW                   114     1.99    27500.00        2/11/07 
        NC              2581475 90.00                   2/11/97
        27292                   44
                                        7.5%



        13379  BRADBURY ROAD    120             $42,148.97
        DELHI                   114     1.99    50000.00        2/11/07 
        CA              2581476 89.00                   2/11/97
        95315                   45
                                        7.5%



        2520  PARKWEST DRIVE NW 120             $4,699.34
        ALBUQUERQUE             114     1.99    13300.00        2/11/07 
        NM              2581477 90.00                   2/11/97
        87120                   0
                                        7.5%



        10  CHARLES RIVER DRIVE 120             $34,967.29
        FRANKLIN                114     1.99    35100.00        2/11/07 
        MA              2581478 90.00                   2/11/97
        02038                   33
                                        7.5%





        1125  WEST SHERMAN STREET
        LEBANON         120     0.99    $14,813.17
        OR              2581479 80.00 114               17000.00        2/10/97
        97355                   44                      12:00 AM
                                        7.5%



        310  MOUNTAIN LANE      120             $32,300.00
        KNOXVILLE               114     1.99    32300.00        2/10/07 
        MD              2581480 90.00                   2/10/97
        21758                   45
                                        7.5%



        RENO  NV                120             $35,026.51
        UNKNW                   114     0.99    40000.00        2/10/07 
        NV              2581481 43.00                   2/10/97
        89502                   40
                                        7.5%



        KENTWOOD  MI            120             $14,617.15
        UNKNW                   114     1.99    15000.00        2/10/07 
        MI              2581482 86.00                   2/10/97
        49508                   44
                                        7.5%



        13343  HWY 55           120             $33,403.39
        BOISE                   114     1.99    33700.00        2/10/07 
        ID              2581483 90.00                   2/10/97
        83703                   39
                                        7.5%



        6199  WEST 250 SOUTH    120             $22,982.99
        RUSSIAVILLE             114     1.99    23200.00        2/3/07 
        IN              2581484 90.00                   2/3/97
        46979                   36
                                        7.5%



        5900  BENFIELD DRIVE    120             $64,912.35
        ALEXANDRIA              114     0.99    65000.00        2/10/07 
        VA              2581485 59.00                   2/10/97
        22310                   38
                                        7.5%



        CORAL  SPRINGS FL       120             $22,349.70
        UNKNW                   114     0.99    27400.00        2/10/07 
        FL              2581486 80.00                   2/10/97
        33065                   36
                                        7.5%



        39456  LAKE SHORE DRIVE 120             $21,961.00
        HARRISON                114     0.99    30000.00        2/10/07 
        MI              2581487 19.00                   2/10/97
        48045                   7
                                        7.5%



        24417  222ND AVENUE S.E. 120            $24,152.54
        MAPLE VALLEY            114     4.00    25000.00        2/10/07 
        WA              2581488 53.00                   2/10/97
        98038                   42
                                        7.22%



        2260  AVENIDA LA PAZ    120             $21,047.12
        CHINO HILLS             114     1.99    21000.00        2/10/07 
        CA              2581489 90.00                   2/10/97
        91709                   35
                                        7.5%





        1515  KINGS BRIDLE
        GRAND BLANC             120     1.99    $34,318.14
        MI              2581490 90.00 114               35100.00        2/10/97
        48439                   37                      12:00 AM
                                        7.5%



        1001  RUMSEY AVENUE     120             $11,257.18
        CODY                    114     0.99    30000.00        2/7/07 
        WY              2581491 55.00                   2/7/97
        82414                   29
                                        7.5%



        13386  NEVADA STREET    120             $17,883.82
        WESTMINSTER             114     0.99    100000.00 2/7/07 
        CA              2581492 80.00                   2/7/97
        92683                   28
                                        7.5%



        YPSILANT  MI            120             $12,716.03
        UNKNW                   114     1.99    13100.00        2/7/07 
        MI              2581493 90.00                   2/7/97
        48197                   0
                                        7.5%



        8702  LAKESHORE 120             $35,367.37
        PERRY                   114     1.99    35500.00        2/7/07 
        MI              2581494 90.00                   2/7/97
        48872                   43
                                        7.5%



        5412  TERRITORIAL       120             $67,654.31
        GRAND BLANC             114     0.99    87600.00        2/7/07 
        MI              2581495 80.00                   2/7/97
        48439                   28
                                        7.5%



        MILFORD  MI             120             $3,272.27
        UNKNW                   114     0.99    10000.00        2/7/07 
        MI              2581496 61.00                   2/7/97
        48380                   20
                                        7.5%



        23572  LAS COLINAS COURT 120            $35,740.00
        LAGUNA NIGUEL           114     1.99    35700.00        2/7/07 
        CA              2581497 90.00                   2/7/97
        92677                   41
                                        7.5%



        576  KERNODLE AVENUE    120             $9,879.92
        CAMP HILL               114     0.99    10000.00        2/10/07 
        AL              2581498 80.00                   2/10/97
        36850                   30
                                        7.5%



        9414  PLAINFIELD DRIVE 120              $52,696.03
        ROCKHILL                114     0.99    60000.00        2/10/07 
        MO              2581499 77.00                   2/10/97
        63119                   29
                                        7.5%



        OSCEOLA  WI             120             $23,623.43
        UNKNW                   114     1.99    24300.00        2/10/07 
        WI              2581500 90.00                   2/10/97
        54020                   36
                                        7.5%





        PO  BOX 1376
        FORSYTHE                120     0.99    $12,523.59
        MO              2581501 80.00 114               12900.00        2/10/97
        65653                   43                      12:00 AM
                                        7.5%



        DOVER  FOXCROFT ME      120             $43,930.36
        UNKNW                   114     0.99    44000.00        2/10/07 
        ME              2581502 80.00                   2/10/97
        04426                   35
                                        7.5%



        30  LINCOLN             120             $15,025.77
        OXFORD                  114     1.99    15100.00        2/6/07 
        MI              2581503 90.00                   2/6/97
        48371                   0
                                        7.5%



        5743  STONEY BROOK ROAD 120             $20,626.38
        KALAMAZOO               114     0.99    85000.00        2/6/07 
        MI              2581504 80.00                   2/6/97
        49009                   34
                                        7.5%



        75  PARTRIDGE LANE      120             $17,899.72
        WEST SENECA             114     0.99    39600.00        2/6/07 
        NY              2581505 90.00                   2/6/97
        14224                   29
                                        7.5%



        551  FLETCHER ROAD      120             $48,800.00
        COLLIERVILLE            114     1.99    48800.00        2/6/07 
        TN              2581506 90.00                   2/6/97
        38017                   50
                                        7.5%



        771  MANDALAY BEACH ROAD 120            $97,875.00
        OXNARD                  114     0.99    100000.00 2/7/07 
        CA              2581507 74.00                   2/7/97
        93035                   46
                                        7.5%



        PORT  JERVIS NY 120             $12,990.26
        UNKNW                   114     0.99    13700.00        2/7/07 
        NY              2581508 47.00                   2/7/97
        12771                   36
                                        7.5%



        765  SAN DIEGO ROAD     120             $49,960.00
        BERKELEY                114     0.99    50000.00        2/7/07 
        CA              2581509 51.00                   2/7/97
        94707                   48
                                        7.5%



        2929  DIANE DRIVE       120             $15,814.56
        AURORA                  114     1.99    16900.00        2/7/07 
        IL              2581510 90.00                   2/7/97
        60504                   41
                                        7.5%



        951  HIGH STREET        120             $22,226.89
        OCONOMOWOC              114     1.99    23200.00        2/7/07 
        WI              2581511 90.00                   2/7/97
        53066                   36
                                        7.5%





        ANGOLA  NY
        UNKNW                   120     0.99    $17,061.16
        NY              2581512 79.00 114               17000.00        2/7/97
        14006                   24                      12:00 AM
                                        7.5%



        SAN  JOSE CA            120             $98,276.82
        UNKNW                   114     0.99    100000.00 2/7/07 
        CA              2581513 58.00                   2/7/97
        95120                   33
                                        7.5%



        45  LORELEI DRIVE       120             $15,348.89
        HOWELL                  114     0.99    22000.00        2/7/07 
        NJ              2581514 78.00                   2/7/97
        07731                   31
                                        7.5%



        3035  WEST BRENDA LOOP 120              $19,906.28
        FLAGSTAFF               114     0.99    25100.00        2/6/07 
        AZ              2581515 76.00                   2/6/97
        86001                   36
                                        7.5%



        22251  CHATSFORD        120             $19,355.28
        SOUTHFIELD              114     0.99    20000.00        2/6/07 
        MI              2581516 71.00                   2/6/97
        48034                   31
                                        7.5%



        8  MURRAY AVENUE        120             $15,232.93
        EAST                    114     1.99    15500.00        2/6/07 
        RI              2581517 90.00                   2/6/97
        02915                   43
                                        7.5%



        207  EAST RIPPEY        120             $35,000.00
        BAXTER                  114     0.99    35000.00        2/6/07 
        IA              2581518 52.00                   2/6/97
        50028                   45
                                        7.5%



        136  PATRIOTS LANDING   120             $20,521.30
        FILLMORE                114     0.99    22000.00        2/6/07 
        IN              2581519 80.00                   2/6/97
        46128                   45
                                        7.5%



        5506  MAXWELL AVE       120             $16,679.63
        SAINT LOUIS             114     1.99    17000.00        2/6/07 
        MO              2581520 90.00                   2/6/97
        63123                   37
                                        7.5%



        DES  MOINES IA  120             $9,565.00
        UNKNW                   114     0.99    10000.00        2/6/07 
        IA              2581521 61.00                   2/6/97
        50310                   44
                                        7.5%



        7614  STRATFORD PLACE   120             $61,703.19
        DARIEN                  114     0.99    100000.00 2/6/07 
        IL              2581522 37.00                   2/6/97
        60559                   33
                                        7.5%





        100  BROWN ROAD
        WARNER          120     1.99    $37,893.42
        NH              2581523 89.00 114               40000.00        2/6/97
        03278                   31                      12:00 AM
                                        7.5%



        7535  SOUTH TRENTON PLACE 120           $25,248.85
        TULSA                   114     1.99    26000.00        2/6/07 
        OK              2581524 90.00                   2/6/97
        74136                   27
                                        7.5%



        909  KINGSRIDGE 120             $6,020.00
        WILDWOOD                114     0.99    18700.00        2/6/07 
        MO              2581525 80.00                   2/6/97
        63021                   33
                                        7.5%



        105  SOUTH 110TH        120             $15,106.67
        OMAHA                   114     1.99    17100.00        2/6/07 
        NE              2581526 90.00                   2/6/97
        68154                   51
                                        7.5%



        76  OXFORD DRIVE        120             $9,926.55
        FRANKLIN                114     0.99    10000.00        2/5/07 
        MA              2581527 80.00                   2/5/97
        02038                   24
                                        7.5%



        WATERFOR  MI            120             $40,000.00
        UNKNW                   114     0.99    40000.00        2/5/07 
        MI              2581528 46.00                   2/5/97
        48328                   40
                                        7.5%



        192  JESSIE LANE        120             $24,155.19
        PETALUMA                114     0.99    25000.00        2/5/07 
        CA              2581529 50.00                   2/5/97
        94952                   44
                                        7.5%



        30  FOREST RD.  120             $47,290.75
        DEMAREST                114     1.49    71000.00        2/5/07 
        NJ              2581530 70.00                   2/5/97
        07627                   18
                                        7.5%



        2961  SEAN PARKWAY      120             $12,411.40
        SAINT LOUIS             114     1.99    13000.00        2/5/07 
        MO              2581531 82.00                   2/5/97
        63129                   39
                                        7.5%



        BURLINGT  VT            120             $9,959.52
        UNKNW                   114     0.99    10000.00        2/5/07 
        VT              2581532 76.00                   2/5/97
        05401                   46
                                        7.5%



        13712  WHITE CAP DRIVE 120              $24,500.84
        STERLING                114     0.99    30000.00        2/5/07 
        MI              2581533 66.00                   2/5/97
        48313                   23
                                        7.5%





        108  STUAAN COURT
        BARTONVILLE,            120     0.99    $11,365.28
        IL              2581534 22.00 114               15000.00        2/5/97
        61607                   28                      12:00 AM
                                        7.5%



        7614  CHERRYWOOD DRIVE 120              $10,769.85
        WESTLAND                114     1.99    17000.00        2/5/07 
        MI              2581535 90.00                   2/5/97
        48185                   26
                                        7.5%



        1004  WALNUT LANE       120             $8,034.90
        WARRENSBURG             114     0.99    30000.00        2/5/07 
        MO              2581536 69.00                   2/5/97
        64093                   24
                                        7.5%



        7555  N W 214TH PLACE   120             $6,085.50
        HILLSBORO               114     0.99    10000.00        2/5/07 
        OR              2581537 47.00                   2/5/97
        97124                   60
                                        7.5%



        CITRUS  HEIGHTS CA      120             $17,981.34
        UNKNW                   114     1.99    18500.00        2/6/07 
        CA              2581538 90.00                   2/6/97
        95610                   52
                                        7.5%



        5057  WEST HARDING ROAD 120             $15,903.24
        KNIGHTSTOWN             114     0.99    34900.00        2/4/07 
        IN              2581539 80.00                   2/4/97
        46148                   30
                                        7.5%



        431  WEST CALLE MONTE  120              $3,580.49
        TEMPE                   114     0.99    25100.00        2/4/07 
        AZ              2581540 80.00                   2/4/97
        85284                   26
                                        7.5%



        101  MCPHERSON  120             $22,141.01
        LANSING         114     0.99    28000.00        2/4/07 
        MI              2581541 80.00                   2/4/97
        48915                   27
                                        7.5%



        521  M STREET           120             $24,100.00
        ANCHORAGE               114     1.99    25100.00        2/4/07 
        AK              2581542 90.00                   2/4/97
        99501                   41
                                        7.5%



        302  WEST MONROE STREET 120             $19,890.40
        INWOOD                  114     0.99    20600.00        2/5/07 
        IA              2581543 80.00                   2/5/97
        51240                   41
                                        7.5%



        RIVER  VALE NJ  120             $6,049.48
        UNKNW                   114     0.99    20000.00        2/5/07 
        NJ              2581544 37.00                   2/5/97
        07675                   33
                                        7.5%





        1366  JOLIET STREET
        EL CAJON                120     1.99    $10,011.10
        CA              2581545 90.00 114               14900.00        2/5/97
        92019                   43                      12:00 AM
                                        7.5%



        1317  GREENWOOD DRIVE   120             $10,109.58
        MODESTO         114     1.99    10300.00        2/5/07 
        CA              2581546 90.00                   2/5/97
        95350                   39
                                        7.5%



        W15055  GULCH ROAD      120             $11,538.40
        WISCONSIN               114     1.99    13000.00        2/5/07 
        WI              2581547 87.00                   2/5/97
        53965                   28
                                        7.5%



        2095  COVERT ROAD       120             $35,664.13
        BURTON                  114     0.99    35500.00        2/5/07 
        MI              2581548 76.00                   2/5/97
        48509                   44
                                        7.5%



        2291  EMERALD DRIVE     120             $29,688.07
        LOGANVILLE              114     1.99    30000.00        2/5/07 
        GA              2581549 86.00                   2/5/97
        30249                   43
                                        7.5%



        617  LONGFELLOW LANE    120             $11,749.86
        MUNDELEIN               114     1.49    11800.00        2/5/07 
        IL              2581550 90.00                   2/5/97
        60060                   42
                                        7.5%



        RUGBY  ND               120             $20,673.51
        UNKNW                   114     0.99    21400.00        2/3/07 
        ND              2581551 76.00                   2/3/97
        58368                   45
                                        7.5%



        GLENSIDE  PA            120             $16,480.97
        UNKNW                   114     0.99    25000.00        2/3/07 
        PA              2581552 61.00                   2/3/97
        19038                   39
                                        7.5%



        131  WOODBOURNE CT      120             $58,531.79
        O FALLON                114     1.99    59000.00        2/3/07 
        IL              2581553 90.00                   2/3/97
        62269                   34
                                        7.5%



        47552  FALCON           120             $2,364.45
        SHELBY TWP              114     0.99    85000.00        2/3/07 
        MI              2581554 79.00                   2/3/97
        48317                   30
                                        7.5%



        706  MAPLE STREET       120             $17,595.71
        PANA                    114     1.99    17800.00        2/4/07 
        IL              2581555 90.00                   2/4/97
        62557                   43
                                        7.5%





        EDMOND  OK
        UNKNW                   120     0.99    $10,856.27
        OK              2581556 80.00 114               18000.00        2/4/97
        73034                   0                       12:00 AM
                                        7.5%



        BROAD  RUN VA           120             $54,884.15
        UNKNW                   114     1.99    55000.00        2/4/07 
        VA              2581557 85.00                   2/4/97
        20137                   45
                                        7.5%



        1255  HIGHLAND DRIVE    120             $27,526.28
        HOMER                   114     0.99    30000.00        2/4/07 
        AK              2581558 40.00                   2/4/97
        99603                   15
                                        7.5%



        3567  LUKE CIRCLE NORTH  120            $5,125.64
        ALBUQUERQUE             114     0.99    10000.00        2/4/07 
        NM              2581559 72.00                   2/4/97
        87107                   22
                                        7.5%



        2726  STARFALL DRIVE    120             $11,000.00
        LA CRESCENTA            114     0.99    50000.00        2/4/07 
        CA              2581560 35.00                   2/4/97
        91214                   39
                                        7.5%



        GRAND  BLANC MI 120             $10,000.00
        UNKNW                   114     1.99    10000.00        2/4/07 
        MI              2581561 83.00                   2/4/97
        48439                   33
                                        7.5%



        2  MISSION HILLS DRIVE 120              $20,289.34
        SLIDELL         114     0.99    30000.00        2/4/07 
        LA              2581562 66.00                   2/4/97
        70458                   43
                                        7.5%



        CONCORD         120             $33,553.22
        UNKNW                   114     1.99    44500.00        2/3/07 
        CA              2581563 86.00                   2/3/97
        00000                   33
                                        7.5%



        BIRMINGH  AL            120             $11,259.56
        UNKNW                   114     0.99    11300.00        2/3/07 
        AL              2581564 80.00                   2/3/97
        35235                   32
                                        7.5%



        WARREN  MI              120             $48,340.75
        UNKNW                   114     0.99    50000.00        2/3/07 
        MI              2581565 67.00                   2/3/97
        48093                   44
                                        7.5%



        2175  WAYWARD DRIVE     120             $5,789.29
        ROCHESTER               114     1.99    15000.00        2/3/07 
        MI              2581566 84.00                   2/3/97
        48309                   29
                                        7.5%





        MIAMI  FL
        UNKNW                   120     0.99    $7,001.25
        FL              2581567 74.00 114               10000.00        2/3/97
        33169                   40                      12:00 AM
                                        7.5%



        LAS  VEGAS NV           120             $16,000.00
        UNKNW                   114     0.99    20000.00        2/3/07 
        NV              2581568 72.00                   2/3/97
        89130                   35
                                        7.5%



        6100  AFRICA ROAD       120             $5,748.09
        GALENA                  114     0.99    20000.00        2/3/07 
        OH              2581569 59.00                   2/3/97
        00000                   33
                                        7.5%



        SAINT  LOUIS MO 120             $22,978.39
        UNKNW                   114     0.99    25100.00        2/3/07 
        MO              2581570 67.00                   2/3/97
        63122                   16
                                        7.5%



        1830  Q         120             $26,927.72
        BELLEVILLE              114     0.99    27000.00        2/3/07 
        KS              2581571 60.00                   2/3/97
        66935                   29
                                        7.5%



        1626  CAHILL DRIVE      120             $14,435.00
        EAST LANSING            114     0.99    14900.00        2/3/07 
        MI              2581572 80.00                   2/3/97
        48823                   20
                                        7.5%



        1449  WEST AVENUE       120             $15,476.99
        OCEAN CITY              114     1.99    15600.00        2/3/07 
        NJ              2581573 90.00                   2/3/97
        08226                   40
                                        7.5%



        2899  KILLARNEY PARK DRIVE 120          $29,604.16
        HARTLAND                114     0.99    29900.00        2/3/07 
        MI              2581574 80.00                   2/3/97
        48353                   30
                                        7.5%



        ROCHESTE  HILLS   MI    180             $14,921.31
        UNKNW                   137     1.75    25000.00        1/21/09 
        MI              2581575 79.00                   1/21/94
        48307                   38
                                        10.25%



        ROCHESTE  HILLS   MI    180             $29,693.65
        UNKNW                   138     1.50    30300.00        2/3/09 
        MI              2581576 75.00                   2/3/94
        48309                   35
                                        10.%



        CLIFTON  VA             180             $80,448.29
        UNKNW                   138     1.00    81000.00        2/10/09 
        VA              2581577 80.00                   2/10/94
        22024                   0
                                        9.5%





        TUCSON  AZ
        UNKNW                   120     1.75    $6,509.02
        AZ              2581578 75.00 79                26900.00        3/31/94
        85737                   38                      12:00 AM
                                        10.25%



        INVERNES  IL            180             $57,371.18
        UNKNW                   140     1.50    95000.00        4/19/09 
        IL              2581579 73.00                   4/19/94
        60067                   38
                                        10.%



        TUCSON  AZ              180             $13,071.99
        UNKNW                   140     2.00    48800.00        4/28/09 
        AZ              2581580 65.00                   4/28/94
        85715                   40
                                        10.5%



        ENGLEWOO  CO            180             $18,132.20
        UNKNW                   142     2.00    50000.00        6/7/09 
        CO              2581581 70.00                   6/7/94
        80112                   56
                                        10.5%



        NOVI  MI                180             $6,461.08
        UNKNW                   142     1.75    28250.00        6/17/09 
        MI              2581582 75.00                   6/17/94
        48374                   35
                                        10.25%



        OAKLAND  CA             180             $23,702.86
        UNKNW                   143     2.00    103000.00 7/12/09 
        CA              2581583 75.00                   7/12/94
        94705                   35
                                        10.5%



        ST.  CHARLES MO 180             $1,949.71
        UNKNW                   143     1.75    22300.00        7/27/09 
        MO              2581584 80.00                   7/27/94
        63304                   31
                                        10.25%



        1758  GYPSUM CREEK ROAD 120             $95,000.00
        GYPSUM                  114     0.99    100000.00 2/3/07 
        CO              2581585 67.00                   2/3/97
        81637                   34
                                        7.5%



        CORUNNA  MI             120             $15,166.70
        UNKNW                   114     0.99    18000.00        2/3/07 
        MI              2581586 52.00                   2/3/97
        48817                   43
                                        7.5%



        PORTLAND  OR            120             $11,851.43
        UNKNW                   114     0.99    27400.00        2/3/07 
        OR              2581587 80.00                   2/3/97
        97213                   42
                                        7.5%



        14771  N. 100TH PL.     120             $25,182.50
        SCOTTSDALE              115     2.50    26900.00        3/26/07 
        AZ              2581588 90.00                   3/26/97
        85260                   0
                                        11.%





        3581  KACHEMAK CIRCLE
        ANCHORAGE               120     2.75    $34,339.18
        AK              2581589 19.00 116               35000.00        4/9/97
        99515                   0                       12:00 AM
                                        11.25%



        1511  RIVER OAKS DRIVE 120              $14,923.40
        TARPON SPRINGS          117     3.00    14800.00        5/5/07 
        FL              2581590 15.00                   5/5/97
        34689                   0
                                        11.5%



        BLOOMFIE  HILLS  MI     180             $15,225.70
        UNKNW                   73      1.50    111000.00 9/9/03 
        MI              2581591 76.00                   9/9/88
        48304                   38
                                        10.%



        POCONO  SUMMITT    PA   180             $8,190.06
        UNKNW                   96      1.75    12000.00        8/13/05 
        PA              2581592 71.00                   8/13/90
        18346                   34
                                        10.25%



        IRVINE  CA              180             $42,202.34
        UNKNW                   115     1.75    42500.00        3/25/07 
        CA              2581593 75.00                   3/25/92
        92714                   34
                                        10.25%



        ANN  ARBOR         MI   180             $15,530.51
        UNKNW                   128     1.75    27500.00        4/21/08 
        MI              2581594 75.00                   4/21/93
        48105                   17
                                        10.25%



        LAKE  MARY         FL   180             $9,439.37
        UNKNW                   130     2.00    10000.00        6/25/08 
        FL              2581595 77.00                   6/25/93
        32746                   29
                                        10.5%



        BLOOMFIE  HILLS  MI     180             $8,403.07
        UNKNW                   132     1.75    74250.00        8/26/08 
        MI              2581596 75.00                   8/26/93
        48302                   36
                                        10.25%



        LAKE  WORTH        FL   180             $19,449.07
        UNKNW                   134     2.00    49500.00        10/14/08 
        FL              2581597 75.00                   10/14/93
        33467                   37
                                        10.5%



        CHADDS  FORD PA 180             $14,643.21
        UNKNW                   135     2.00    127200.00 11/11/08 
        PA              2581598 75.00                   11/11/93
        19317                   30
                                        10.5%



        NORTHVIL  MI            180             $66,423.09
        UNKNW                   135     1.25    90250.00        11/11/08 
        MI              2581599 75.00                   11/11/93
        48167                   58
                                        9.75%





        DOYLESTO  PA
        UNKNW                   180     1.75    $26,440.61
        PA              2581600 75.00 135               27000.00        11/24/93
        18901                   32                      12:00 AM
                                        10.25%



        5467  HIDDEN PINES DRIVE 120            $11,848.00
        BRIGHTON                113     0.99    45000.00        1/7/07 
        MI              2581601 59.00                   1/7/97
        48116                   44
                                        9.49%



        6031  SIERRA BRAVO      120             $11,032.40
        IRVINE                  113     1.99    47000.00        1/2/07 
        CA              2581602 90.00                   1/2/97
        92715                   21
                                        10.49%



        5020  WINDING HILLS LANE 120            $33,793.65
        WOODSTOCK               112     0.99    33800.00        12/26/06 
        GA              2581603 90.00                   12/26/96
        30189                   40
                                        9.49%



        BOX  1 A 243/485 COTTONTAIL  120                $13,669.20
        LACKAWAXEN              113     1.99    15000.00        1/8/07 
        PA              2581604 90.00                   1/8/97
        18435                   43
                                        10.49%



        11542  DISCOVERY HEIGHTS  120           $29,000.00
        ANCHORAGE               112     1.75    29000.00        12/31/06 
        AK              2581605 75.00                   12/31/96
        99515                   37
                                        10.25%



        338  FALLINGSTAR        120             $20,060.31
        IRVINE                  113     1.99    22100.00        1/13/07 
        CA              2581606 90.00                   1/13/97
        92714                   29
                                        10.49%



        2616  ALPINE CREEK ROAD 120             $21,250.00
        RENO                    113     0.99    25000.00        1/28/07 
        NV              2581607 63.00                   1/28/97
        89509                   48
                                        9.49%



        309  WEDGEMER STREET    120             $33,407.12
        APEX                    113     1.99    33600.00        1/28/07 
        NC              2581608 90.00                   1/28/97
        27502                   30
                                        10.49%



        109  AGEE COURT 120             $26,789.27
        **************          113     1.99    28400.00        1/29/07 
        TN              2581609 90.00                   1/29/97
        37075                   44
                                        10.49%



        5046  ROSEWOOD DRIVE    120             $31,280.22
        DOYLESTOWN              113     1.99    31700.00        1/29/07 
        PA              2581610 90.00                   1/29/97
        18901                   38
                                        10.49%





        5718  ANDOVER
        TROY                    120     1.99    $27,256.54
        MI              2581611 90.00 113               30500.00        1/24/97
        48098                   36                      12:00 AM
                                        10.49%



        7510  GREENWAY LANE     120             $22,002.12
        WEST                    113     0.99    22000.00        1/27/07 
        MI              2581612 63.00                   1/27/97
        48322                   0
                                        9.49%



        8534  ALBURY WALK LN.   120             $22,900.00
        CHARLOTTE               113     1.99    22900.00        1/30/07 
        NC              2581613 90.00                   1/30/97
        28277                   46
                                        10.49%



        1306  HAWLING PLACE     120             $38,400.44
        LEESBURG                112     1.99    39500.00        12/4/06 
        VA              2581614 91.00                   12/4/96
        22075                   33
                                        10.49%



        LAKE  OSWEGO OR 120             $42,932.16
        UNKNW                   112     1.75    43000.00        12/13/06 
        OR              2581615 80.00                   12/13/96
        97035                   33
                                        10.25%



        3239  RIDGETOP VIEW DRIVE 120           $19,509.97
        SAINT LOUIS             112     1.99    20000.00        12/13/06 
        MO              2581616 89.00                   12/13/96
        63129                   44
                                        10.49%



        104  SOUTH HOLMAN WAY   120             $20,000.21
        GOLDEN                  113     0.99    20000.00        1/15/07 
        CO              2581617 84.00                   1/15/97
        80401                   45
                                        9.49%



        390  DEWSBURY PLACE     120             $40,800.00
        BLUE BELL               112     1.99    40800.00        12/17/06 
        PA              2581618 90.00                   12/17/96
        19422                   30
                                        10.49%



        7820  GATE WAY  120             $21,066.15
        DUBLIN                  112     1.99    27900.00        12/11/06 
        CA              2581619 91.00                   12/11/96
        94568                   43
                                        10.49%



        64  HAWN                120             $48,823.56
        FRISCO                  112     1.75    50000.00        12/20/06 
        CO              2581620 84.00                   12/20/96
        80443                   23
                                        10.25%



        #6  BROCKTON CIRCLE     120             $9,655.32
        O FALLON                113     2.75    12000.00        1/17/07 
        MO              2581621 90.00                   1/17/97
        63366                   44
                                        11.25%





        107  DEL RIO DRIVE
        APEX                    120     1.99    $25,603.14
        NC              2581622 90.00 113               25700.00        1/2/97
        27502                   34                      12:00 AM
                                        10.49%



        4033  W. JEBB ISLAND CIRCLE 120         $19,926.33
        JACKSONVILLE            113     3.00    30000.00        1/31/07 
        FL              2581623 83.00                   1/31/97
        32216                   42
                                        11.5%



        LAUREL  MD              120             $31,163.52
        UNKNW                   113     1.99    34400.00        1/3/07 
        MD              2581624 90.00                   1/3/97
        20708                   42
                                        10.49%



        28131  SAN LUCAS        120             $20,000.00
        MISSION VIEJO           112     0.99    40000.00        12/27/06 
        CA              2581625 75.00                   12/27/96
        92692                   37
                                        9.49%



        2  UPPER VINTAGE ROAD   120             $48,715.52
        LAGUNA NIGUEL           113     0.99    50000.00        1/6/07 
        CA              2581626 63.00                   1/6/97
        92677                   35
                                        9.49%



        ASBURY  NJ              120             $9,504.55
        UNKNW                   112     2.00    31000.00        12/13/06 
        NJ              2581627 75.00                   12/13/96
        08802                   45
                                        10.5%



        2170  DOE RUN DRIVE     120             $9,449.65
        ARNOLD                  111     1.99    15500.00        11/20/06 
        MO              2581628 90.00                   11/20/96
        63010                   27
                                        10.49%



        12169  WILSEY WAY       120             $13,641.21
        POWAY                   112     1.99    15000.00        12/9/06 
        CA              2581629 90.00                   12/9/96
        92064                   40
                                        10.49%



        6831  COFFEE SPRINGS    120             $21,076.29
        SAINT LOUIS             111     1.99    23200.00        11/21/06 
        MO              2581630 90.00                   11/21/96
        63129                   46
                                        10.49%



        3693  NORMANDY  120             $20,241.48
        ROCHESTER               111     0.99    24000.00        11/21/06 
        MI              2581631 80.00                   11/21/96
        48306                   38
                                        9.49%



        23436  GLENRIDGE DRIVE 120              $32,914.62
        NEWHALL         112     0.99    44000.00        12/17/06 
        CA              2581632 80.00                   12/17/96
        91321                   30
                                        9.49%






        UNKNW                   120     1.99    $24,889.83
        NJ              2581633 90.00 111               25000.00        11/21/96
        00000                   41                      12:00 AM
                                        10.49%



        NEWPORT  BEACH CA       120             $265,648.58
        UNKNW                   113     0.99    350000.00 1/8/07 
        CA              2581634 72.00                   1/8/97
        92660                   17
                                        9.49%



        8745  SW RAVINE DRIVE   120             $75,084.64
        BEAVERTON               112     1.99    75100.00        12/9/06 
        OR              2581635 90.00                   12/9/96
        97007                   31
                                        10.49%



        316  SPINNAKER WAY      120             $8,500.00
        SEAL BEACH              113     1.99    20600.00        1/22/07 
        CA              2581636 90.00                   1/22/97
        90740                   33
                                        10.49%



        PO  BOX 1134            120             $10,929.54
        CAMPTON         112     1.99    13200.00        12/30/06 
        NH              2581637 90.00                   12/30/96
        03223                   43
                                        10.49%



        745  RIVERVIEW DRIVE    120             $37,400.00
        FRANKLIN                112     2.50    37600.00        12/13/06 
        TN              2581638 90.00                   12/13/96
        37064                   43
                                        11.%



        11911  CHEROKEE 120             $24,987.00
        LEAWOOD         112     1.99    33000.00        12/4/06 
        KS              2581639 90.00                   12/4/96
        66206                   39
                                        10.49%



        TUCSON  AZ              120             $25,015.79
        UNKNW                   111     1.99    25100.00        11/25/06 
        AZ              2581640 86.00                   11/25/96
        85704                   22
                                        10.49%



        ROCHESTE  HILLS MI      120             $8,619.04
        UNKNW                   111     0.99    71000.00        11/7/06 
        MI              2581641 80.00                   11/7/96
        48307                   31
                                        9.49%



        2213  WIMBLEDON CIRCLE 120              $36,150.95
        FRANKLIN                111     2.50    46700.00        11/14/06 
        TN              2581642 90.00                   11/14/96
        37069                   42
                                        11.%



        75  RAYS CIRCLE 120             $24,677.19
        HOLLISTER               112     0.99    38000.00        12/3/06 
        CA              2581643 80.00                   12/3/96
        95023                   25
                                        9.49%





        10100  OLD WARDEN ROAD
        RALEIGH         120     0.99    $14,914.64
        NC              2581644 80.00 112               26800.00        12/3/96
        27615                   20                      12:00 AM
                                        9.49%



        515  WEATHERSTONE COURT 120             $11,454.12
        ALPHARETTA              112     1.99    17800.00        12/6/06 
        GA              2581645 87.00                   12/6/96
        30201                   34
                                        10.49%



        3714  EAST REDFIELD ROAD 120            $43,567.00
        GILBERT         111     1.99    43900.00        11/12/06 
        AZ              2581646 90.00                   11/12/96
        85233                   43
                                        10.49%



        20754  MISSIONARY RIDGE 120             $32,872.72
        DIAMOND BAR             112     0.99    33000.00        12/13/06 
        CA              2581647 71.00                   12/13/96
        91789                   40
                                        9.49%



        INDIANAP  IN            120             $25,000.00
        UNKNW                   112     0.99    30000.00        12/19/06 
        IN              2581648 75.00                   12/19/96
        46268                   28
                                        9.49%



        40708  COACHWOOD CIRCLE 120             $649.35
        NORTHVILLE              111     0.99    16000.00        11/15/06 
        MI              2581649 80.00                   11/15/96
        48167                   34
                                        9.49%



        5071  NORRIS STREET     120             $15,765.99
        IRVINE                  111     1.99    50000.00        11/21/06 
        CA              2581650 85.00                   11/21/96
        92604                   19
                                        10.49%



        PHOENIX  AZ             120             $24,243.04
        UNKNW                   111     1.99    25100.00        11/21/06 
        AZ              2581651 82.00                   11/21/96
        85024                   40
                                        10.49%



        NAPA  CA                120             $38,087.96
        UNKNW                   111     1.99    42200.00        11/15/06 
        CA              2581652 90.00                   11/15/96
        94559                   49
                                        10.49%



        3839  CAVALRY STREET    120             $23,499.28
        LAS VEGAS               112     1.99    24000.00        12/10/06 
        NV              2581653 90.00                   12/10/96
        89121                   31
                                        10.49%



        6907  NEUHOFF LANE      120             $32,464.96
        CHARLOTTE               111     1.99    32600.00        11/22/06 
        NC              2581654 90.00                   11/22/96
        28269                   40
                                        10.49%





        1103  E BLUE RIDGE DRIVE
        CLARKSTON               120     2.25    $49,251.34
        MI              2581655 90.00 110               49500.00        10/22/96
        48348                   43                      12:00 AM
                                        10.75%



        2435  TUSCANY WAY       120             $39,177.77
        FULLERTON               110     1.99    41000.00        10/22/06 
        CA              2581656 90.00                   10/22/96
        92835                   42
                                        10.49%



        5320  TRACI DRIVE       120             $15,001.64
        SANTA BARBARA           111     0.99    21400.00        11/7/06 
        CA              2581657 80.00                   11/7/96
        93111                   27
                                        9.49%



        2312  CHESTNUT CIRCLE   120             $8,665.84
        LAKE ORION              112     2.75    18000.00        12/14/06 
        MI              2581658 88.00                   12/14/96
        48360                   38
                                        11.25%



        BOCA  RATON FL  120             $38,620.12
        UNKNW                   111     1.99    38900.00        11/26/06 
        FL              2581659 90.00                   11/26/96
        33433                   30
                                        10.49%



        OCEANSID  CA            120             $20,647.24
        UNKNW                   112     1.99    21700.00        12/4/06 
        CA              2581660 90.00                   12/4/96
        92056                   38
                                        10.49%



        103  BALZAC COURT       120             $12,227.01
        CARY                    110     1.99    45000.00        10/30/06 
        NC              2581661 95.00                   10/30/96
        27511                   38
                                        10.49%



        19  HIGHLAND LANE       120             $12,508.30
        HAWLEY                  111     3.00    27700.00        11/11/06 
        PA              2581662 90.00                   11/11/96
        18428                   18
                                        11.5%



        4333  CLEARWOOD ROAD    120             $18,849.01
        MOORPARK                111     1.99    36500.00        11/26/06 
        CA              2581663 90.00                   11/26/96
        93021                   36
                                        10.49%



        1128  CRYSTAL DOWNS DRIVE 120           $35,534.37
        CHULA VISTA             111     1.99    36000.00        11/1/06 
        CA              2581664 90.00                   11/1/96
        91915                   29
                                        10.49%



        1000  NORTH U S HIGHWAY 1  120          $24,257.26
        JUPITER         110     0.99    24500.00        10/29/06 
        FL              2581665 85.00                   10/29/96
        33477                   43
                                        9.49%





        8  QUAIL RUN COURT
        ST. CHARLES             120     0.99    $18,629.75
        MO              2581666 76.00 111               20000.00        11/6/96
        63303                   29                      12:00 AM
                                        9.49%



        2044  KINGSWOOD DRIVE   120             $38,966.46
        FLINT                   110     2.50    42600.00        10/9/06 
        MI              2581667 90.00                   10/9/96
        48507                   40
                                        11.%



        ELLENWOO  GA            120             $4,800.45
        UNKNW                   111     1.99    25000.00        11/26/06 
        GA              2581668 89.00                   11/26/96
        30049                   25
                                        10.49%



        BOCA  RATON FL  120             $50,000.00
        UNKNW                   111     0.99    100000.00 11/25/06 
        FL              2581669 43.00                   11/25/96
        33496                   47
                                        9.49%



        800  BONHURST DRIVE     120             $4,994.00
        HOLLY SPRINGS           110     2.75    32000.00        10/11/06 
        NC              2581670 90.00                   10/11/96
        27540                   39
                                        11.25%



        FORT  COLLINS CO        120             $94,328.05
        UNKNW                   110     1.99    99000.00        10/28/06 
        CO              2581671 90.00                   10/28/96
        80525                   38
                                        10.49%



        MILFORD  PA             120             $16,249.22
        UNKNW                   111     1.99    17000.00        11/4/06 
        PA              2581672 90.00                   11/4/96
        18337                   41
                                        10.49%



        SAINT  LOUIS MO 120             $69,043.91
        UNKNW                   110     1.99    157500.00 10/18/06 
        MO              2581673 90.00                   10/18/96
        63128                   22
                                        10.49%



        HOLLAND  PA             120             $9,653.10
        UNKNW                   111     1.99    10000.00        11/22/06 
        PA              2581674 88.00                   11/22/96
        18966                   43
                                        10.49%



        13057  KIWI LANE        120             $8,666.98
        GARDEN GROVE            111     0.99    10000.00        11/13/06 
        CA              2581675 80.00                   11/13/96
        92844                   22
                                        9.49%



        BLUE  BELL PA           120             $39,345.20
        UNKNW                   110     1.99    42000.00        10/22/06 
        PA              2581676 90.00                   10/22/96
        19422                   33
                                        10.49%





        SAN  JOSE CA
        UNKNW                   120     0.99    $66,500.00
        CA              2581677 82.00 111               66500.00        11/5/96
        95138                   38                      12:00 AM
                                        9.49%



        27451  BETANZOS 120             $28,216.93
        MISSION VIEJO           109     1.99    40300.00        9/18/06 
        CA              2581678 90.00                   9/18/96
        92692                   40
                                        10.49%



        2217  GLADWIN DRIVE     120             $12,051.45
        WALNUT CREEK            109     0.99    50000.00        9/27/06 
        CA              2581679 80.00                   9/27/96
        94596                   30
                                        9.49%



        7523  NORTH DEL NORTE DRIVE 120         $24,543.94
        SCOTTSDALE              110     0.99    25100.00        10/24/06 
        AZ              2581680 69.00                   10/24/96
        85258                   41
                                        9.49%



        165  SILK LEAF DRIVE    120             $2,125.53
        DULUTH                  111     1.99    26400.00        11/12/06 
        GA              2581681 90.00                   11/12/96
        30155                   37
                                        10.49%



        LARKSPUR  CO            120             $29,715.14
        UNKNW                   110     0.99    30000.00        10/1/06 
        CO              2581682 59.00                   10/1/96
        80118                   50
                                        9.49%



        BOCA  RATON FL  120             $14,668.21
        UNKNW                   110     1.99    14900.00        10/16/06 
        FL              2581683 90.00                   10/16/96
        33428                   23
                                        10.49%



        MANASSAS  VA            120             $9,409.71
        UNKNW                   110     1.99    10400.00        10/30/06 
        VA              2581684 90.00                   10/30/96
        22111                   27
                                        10.49%



        7818  N VIA DE LAS BRISAS 120           $25,059.79
        SCOTTSDALE              109     0.99    25100.00        9/25/06 
        AZ              2581685 55.00                   9/25/96
        85258                   48
                                        9.49%



        4936  DAKOTA DR 120             $21,489.20
        FORT COLLINS            109     1.99    21500.00        9/30/06 
        CO              2581686 90.00                   9/30/96
        80525                   32
                                        10.49%



        32793  MONO LAKE LANE   120             $19,047.46
        FREMONT         110     1.99    20100.00        10/10/06 
        CA              2581687 90.00                   10/10/96
        94555                   46
                                        10.49%





        LAKE  ORION MI
        UNKNW                   120     1.50    $13,476.04
        MI              2581688 80.00 109               23400.00        9/26/96
        48359                   34                      12:00 AM
                                        10.%



        3001  FORRESTAL COURT   120             $6,228.53
        NEW PORT                109     1.99    11100.00        9/30/06 
        FL              2581689 90.00                   9/30/96
        34655                   41
                                        10.49%



        4532  EAST DUANE LANE   120             $31,978.78
        CAVE CREEK              110     0.99    50000.00        10/14/06 
        AZ              2581690 61.00                   10/14/96
        85331                   23
                                        9.49%



        TUCSON  AZ              120             $49,516.49
        UNKNW                   110     1.99    50000.00        10/8/06 
        AZ              2581691 81.00                   10/8/96
        85715                   47
                                        10.49%



        PHOENIX  AZ             120             $16,260.48
        UNKNW                   108     1.99    25100.00        8/26/06 
        AZ              2581692 84.00                   8/26/96
        85051                   19
                                        10.49%



        4674  KELLY BARRY WAY   120             $22,457.26
        LAS VEGAS               109     1.99    24500.00        9/27/06 
        NV              2581693 90.00                   9/27/96
        89121                   34
                                        10.49%



        12276  TURKEY WING COURT 120            $7,674.51
        RESTON                  110     0.99    20000.00        10/3/06 
        VA              2581694 80.00                   10/3/96
        22091                   44
                                        9.49%



        3254  COLLINGSWOOD DR. 120              $38,306.82
        CAMERON PARK            109     1.99    39000.00        9/25/06 
        CA              2581695 90.00                   9/25/96
        95682                   40
                                        10.49%



        2306  LAKE VIEW DRIVE   120             $22,310.84
        SANTA ROSA              109     0.99    25000.00        9/16/06 
        CA              2581696 34.00                   9/16/96
        95405                   38
                                        9.49%



        GRAND  RAPIDS MI        120             $23,900.76
        UNKNW                   109     2.75    25000.00        9/11/06 
        MI              2581697 89.00                   9/11/96
        49509                   38
                                        11.25%



        5909  E. NORWOOD STREET 120             $13,382.18
        MESA                    109     1.99    26000.00        9/12/06 
        AZ              2581698 89.00                   9/12/96
        85215                   38
                                        10.49%





        304  CAMARITAS WAY
        DANVILLE                120     0.99    $21,248.21
        CA              2581699 79.00 110               25000.00        10/17/96
        94526                   37                      12:00 AM
                                        9.49%



        1441  VALLEY FORGE WAY 120              $11,093.04
        ABINGDON                110     0.99    20000.00        10/25/06 
        MD              2581700 78.00                   10/25/96
        21009                   35
                                        9.49%



        430  ALEXANDRA CIRCLE   120             $11,978.14
        FORT                    109     1.50    70700.00        9/13/06 
        FL              2581701 75.00                   9/13/96
        33326                   33
                                        10.%



        408  FONTAINE DRIVE     120             $26,881.60
        FRANKLIN                109     0.99    35000.00        9/13/06 
        TN              2581702 73.00                   9/13/96
        37064                   38
                                        9.49%



        3303  STILLBROOK PASS   120             $30,757.35
        MARIETTA                108     1.25    37900.00        8/7/06 
        GA              2581703 80.00                   8/7/96
        30062                   14
                                        9.75%



        833  BUCKINGHAM PL      120             $25,957.11
        DANVILLE                108     1.75    75900.00        8/9/06 
        CA              2581704 75.00                   8/9/96
        94506                   44
                                        10.25%



        4300  43RD AVENUE SOUTH 120             $14,909.03
        MINNEAPOLIS             109     0.99    19200.00        9/3/06 
        MN              2581705 80.00                   9/3/96
        55406                   23
                                        9.49%



        1705  TYLER ST  120             $11,789.05
        ALTUS                   108     0.99    14800.00        8/20/06 
        OK              2581706 80.00                   8/20/96
        73521                   34
                                        9.49%



        TUCSON  AZ              120             $24,768.16
        UNKNW                   108     3.00    25100.00        8/15/06 
        AZ              2581707 90.00                   8/15/96
        85748                   44
                                        11.5%



        1809  WHISPERING RIDGE 120              $5,039.87
        SAINT PETERS            108     3.00    14200.00        8/14/06 
        MO              2581708 90.00                   8/14/96
        63376                   16
                                        11.5%



        6511  DOWNEY FINCH DRIVE 120            $15,077.06
        ANCHORAGE               108     1.99    35700.00        8/9/06 
        AK              2581709 90.00                   8/9/96
        99516                   44
                                        10.49%





        13410  ELLIOTT ANN COURT
        HERNDON         120     0.99    $16,153.44
        VA              2581710 80.00 111               17300.00        11/12/96
        22071                   40                      12:00 AM
                                        9.49%



        ANN  ARBOR MI           120             $14,000.00
        UNKNW                   108     1.75    27400.00        8/19/06 
        MI              2581711 80.00                   8/19/96
        48108                   30
                                        10.25%



        GREENWOO  VILLAGE CO    120             $10,011.45
        UNKNW                   108     0.99    54500.00        8/20/06 
        CO              2581712 80.00                   8/20/96
        80111                   38
                                        9.49%



        18851  PORTOFINO DRIVE 120              $66,700.00
        IRVINE                  108     1.99    67200.00        8/19/06 
        CA              2581713 90.00                   8/19/96
        92612                   44
                                        10.49%



        1206  RIDGEBURY TERRACE 120             $14,219.57
        MATTHEWS                107     0.99    14500.00        7/23/06 
        NC              2581714 80.00                   7/23/96
        28105                   28
                                        9.49%



        2121  ARMSTRONG DRIVE   120             $25,812.22
        PLEASANTON              107     2.75    26200.00        7/16/06 
        CA              2581715 90.00                   7/16/96
        94588                   38
                                        11.25%



        601  TEESIDE COURT, MARSH  120          $28,570.45
        ST. AUGUSTINE           108     1.99    29800.00        8/8/06 
        FL              2581716 90.00                   8/8/96
        32084                   25
                                        10.49%



        3010  VESUVIA WAY       120             $50,381.72
        SAN DIEGO               108     0.99    50000.00        8/30/06 
        CA              2581717 34.00                   8/30/96
        92139                   21
                                        9.49%



        4026  BARRINGTON COURT 120              $13,610.36
        FLORISSANT              108     3.00    25000.00        8/13/06 
        MO              2581718 90.00                   8/13/96
        63034                   31
                                        11.5%



        48758  DESERT FLOWER DRIVE 120          $9,887.37
        PALM DESERT             110     0.99    10000.00        10/30/06 
        CA              2581719 78.00                   10/30/96
        92260                   44
                                        9.49%



        PALM  BEACH GARDENS FL 120              $14,537.30
        UNKNW                   109     0.99    15000.00        9/5/06 
        FL              2581720 62.00                   9/5/96
        33418                   42
                                        9.49%





        105  ARLEN PARK DRIVE
        CHAPEL HILL             120     1.75    $40,693.40
        NC              2581721 75.00 107               46500.00        7/24/96
        27516                   46                      12:00 AM
                                        10.25%



        24  TOPAZ LANE  120             $12,017.49
        HAMILTON                108     1.99    19300.00        8/29/06 
        NJ              2581722 90.00                   8/29/96
        08690                   39
                                        10.49%



        LITTLETO  CO            120             $11,949.19
        UNKNW                   108     3.00    12000.00        8/2/06 
        CO              2581723 89.00                   8/2/96
        80120                   44
                                        11.5%



        MISSION  VIEJO CA       120             $25,970.35
        UNKNW                   107     1.99    26500.00        7/31/06 
        CA              2581724 90.00                   7/31/96
        92692                   32
                                        10.49%



        3722  MERRIWEATHER LANE 120             $18,200.00
        ROCHESTER               108     3.00    65200.00        8/1/06 
        MI              2581725 90.00                   8/1/96
        48306                   38
                                        11.5%



        BROOKLYN  NY            120             $26,912.13
        UNKNW                   106     2.75    28100.00        6/25/06 
        PA              2581726 90.00                   6/25/96
        11209                   22
                                        11.25%



        NORTH  BRUNSWICK NJ     120             $5,304.60
        UNKNW                   106     2.00    29800.00        6/13/06 
        NJ              2581727 80.00                   6/13/96
        08902                   33
                                        10.5%



        TUCSON  AZ              120             $19,458.19
        UNKNW                   106     0.99    25100.00        6/28/06 
        AZ              2581728 77.00                   6/28/96
        85718                   42
                                        9.49%



        11  NIDDEN              120             $61,276.54
        IRVINE                  107     0.99    100000.00 7/29/06 
        CA              2581729 67.00                   7/29/96
        92715                   21
                                        9.49%



        FLINT  MI               120             $23,447.67
        UNKNW                   107     0.99    24000.00        7/1/06 
        MI              2581730 80.00                   7/1/96
        48507                   31
                                        9.49%



        MAPLE  GROVE MN 120             $9,105.82
        UNKNW                   107     1.99    10000.00        7/18/06 
        MN              2581731 90.00                   7/18/96
        55369                   25
                                        10.49%





        WELLINGO  FL
        UNKNW                   120     0.99    $60,567.10
        FL              2581732 80.00 108               67000.00        8/14/96
        33414                   35                      12:00 AM
                                        9.49%



        SCOTTS  VALLEY CA       120             $9,723.34
        UNKNW                   109     0.99    10000.00        9/10/06 
        CA              2581733 68.00                   9/10/96
        95066                   43
                                        9.49%



        12614  RED PEPPER COURT 120             $12,460.13
        GERMANTOWN              108     0.99    12800.00        8/9/06 
        MD              2581734 80.00                   8/9/96
        20874                   38
                                        9.49%



        19  LONG MEADOW DRIVE   120             $22,395.71
        IPSWICH         109     1.49    50000.00        9/24/06 
        MA              2581735 62.00                   9/24/96
        01938                   44
                                        9.99%



        TEMPE  AZ               120             $21,540.08
        UNKNW                   107     3.00    40000.00        7/1/06 
        AZ              2581736 88.00                   7/1/96
        85283                   41
                                        11.5%



        SCOTTSDA  AZ            120             $41,945.73
        UNKNW                   107     1.99    42000.00        7/2/06 
        AZ              2581737 90.00                   7/2/96
        85251                   42
                                        10.49%



        52180  WYNDHAM CREST    120             $16,877.35
        GRANGER         108     0.99    22600.00        8/8/06 
        IN              2581738 80.00                   8/8/96
        46530                   27
                                        9.49%



        STREAMWO  IL            120             $10,594.38
        UNKNW                   106     3.00    11100.00        6/26/06 
        IL              2581739 90.00                   6/26/96
        60107                   36
                                        11.5%



        6  ZOLA COURT           120             $49,452.16
        IRVINE                  106     1.99    50000.00        6/20/06 
        CA              2581740 88.00                   6/20/96
        92715                   36
                                        10.49%



        SCOTTSDA  AZ            120             $24,688.23
        UNKNW                   105     3.00    38600.00        5/29/06 
        AZ              2581741 90.00                   5/29/96
        85259                   27
                                        11.5%



        SHELBY  TOWNSHIP MI     120             $6,455.68
        UNKNW                   106     1.50    59200.00        6/5/06 
        MI              2581742 80.00                   6/5/96
        48315                   24
                                        10.%





        MESA  AZ
        UNKNW                   120     2.00    $23,717.22
        AZ              2581743 70.00 106               29100.00        6/6/96
        85215                   14                      12:00 AM
                                        10.5%



        MOORPARK  CA            120             $29,454.19
        UNKNW                   106     1.75    30000.00        6/5/06 
        CA              2581744 75.00                   6/5/96
        93021                   46
                                        10.25%



        HORSHAM  PA             120             $11,841.19
        UNKNW                   106     0.99    12000.00        6/17/06 
        PA              2581745 69.00                   6/17/96
        19044                   46
                                        9.49%



        RAMONA  CA              120             $26,750.83
        UNKNW                   106     0.99    27400.00        6/17/06 
        CA              2581746 80.00                   6/17/96
        92065                   45
                                        9.49%



        TINTON  FALLS NJ        120             $24,818.05
        UNKNW                   106     2.75    25000.00        6/21/06 
        NJ              2581747 83.00                   6/21/96
        07724                   49
                                        11.25%



        3080  CRUMPTON LANE     120             $21,014.34
        MARINA                  108     1.99    23000.00        8/6/06 
        CA              2581748 88.00                   8/6/96
        93933                   41
                                        10.49%



        ANTIOCH  TN             120             $12,431.85
        UNKNW                   106     3.00    12300.00        6/13/06 
        TN              2581749 90.00                   6/13/96
        37013                   44
                                        11.5%



        SAGINAW  MI             120             $9,934.66
        UNKNW                   106     1.50    10000.00        6/13/06 
        MI              2581750 75.00                   6/13/96
        48603                   23
                                        10.%



        DELRAY  BEACH FL        120             $13,000.00
        UNKNW                   107     2.00    29100.00        7/16/06 
        FL              2581751 80.00                   7/16/96
        33445                   36
                                        10.5%



        LAS  VEGAS NV           120             $47,743.65
        UNKNW                   106     1.99    48000.00        6/14/06 
        NV              2581752 90.00                   6/14/96
        89129                   36
                                        10.49%



        CASTRO  VALLEY CA       120             $58,694.81
        UNKNW                   105     0.99    75000.00        5/28/06 
        CA              2581753 67.00                   5/28/96
        94552                   49
                                        9.49%





        ANAHEIM  CA
        UNKNW                   120     1.99    $32,064.37
        CA              2581754 90.00 105               40900.00        5/28/96
        92807                   39                      12:00 AM
                                        10.49%



        PARAMUS  NJ             120             $24,663.60
        UNKNW                   105     2.00    25000.00        5/3/06 
        NJ              2581755 36.00                   5/3/96
        07652                   38
                                        10.5%



        PHOENIX  AZ             120             $14,245.30
        UNKNW                   105     1.75    31000.00        5/7/06 
        AZ              2581756 80.00                   5/7/96
        85044                   26
                                        10.25%



        CLARKSTO  MI            120             $39,547.17
        UNKNW                   106     0.99    40000.00        6/6/06 
        MI              2581757 81.00                   6/6/96
        48346                   32
                                        9.49%



        DOVE  CANYON CA 120             $13,855.00
        UNKNW                   105     3.00    40000.00        5/10/06 
        CA              2581758 90.00                   5/10/96
        92679                   36
                                        11.5%



        COCONUT  CREEK FL       120             $22,332.49
        UNKNW                   106     2.00    22600.00        6/24/06 
        FL              2581759 90.00                   6/24/96
        33073                   42
                                        10.5%



        SAINT  LOUIS MO 120             $22,718.82
        UNKNW                   105     2.75    23500.00        5/14/06 
        MO              2581760 90.00                   5/14/96
        63129                   26
                                        11.25%



        CARMEL  IN              120             $27,978.70
        UNKNW                   106     0.99    30000.00        6/11/06 
        IN              2581761 64.00                   6/11/96
        46032                   40
                                        9.49%



        BAHAMA  NC              120             $26,369.97
        UNKNW                   105     1.75    29000.00        5/22/06 
        NC              2581762 80.00                   5/22/96
        27503                   39
                                        10.25%



        163  BUCKSKIN DRIVE     120             $9,053.04
        CARBONDALE              105     2.00    28600.00        5/21/06 
        CO              2581763 80.00                   5/21/96
        81623                   45
                                        10.5%



        ABINGDON  MD            120             $24,883.82
        UNKNW                   106     0.99    30000.00        6/11/06 
        MD              2581764 78.00                   6/11/96
        21009                   25
                                        9.49%





        SOUTHAMP  NJ
        UNKNW                   120     2.75    $35,986.66
        NJ              2581765 90.00 104               38000.00        4/8/96
        08088                   41                      12:00 AM
                                        11.25%



        ST  PETERS MO           120             $14,875.34
        UNKNW                   104     3.00    15000.00        4/18/06 
        MO              2581766 90.00                   4/18/96
        63376                   40
                                        11.5%



        BRONX  NY               120             $17,145.66
        UNKNW                   104     0.99    40000.00        4/22/06 
        NY              2581767 64.00                   4/22/96
        10460                   38
                                        9.49%



        W  PALM BEACH FL        120             $26,062.94
        UNKNW                   106     0.99    45000.00        6/18/06 
        FL              2581768 49.00                   6/18/96
        33417                   44
                                        9.49%



        MONARCH  BEACH CA       120             $35,689.03
        UNKNW                   104     0.99    50000.00        4/10/06 
        CA              2581769 52.00                   4/10/96
        92629                   18
                                        9.49%



        ANCHORAG  AK            120             $34,117.75
        UNKNW                   104     2.75    41200.00        4/26/06 
        AK              2581770 90.00                   4/26/96
        99515                   39
                                        11.25%



        HUNTINGT  BEACH CA      120             $19,908.85
        UNKNW                   107     2.00    20000.00        7/29/06 
        CA              2581771 86.00                   7/29/96
        92648                   41
                                        10.5%



        OLD  BRIDGE NJ  120             $12,132.42
        UNKNW                   105     0.99    20000.00        5/7/06 
        NJ              2581772 79.00                   5/7/96
        08857                   35
                                        9.49%



        NORCROSS  GA            120             $11,676.16
        UNKNW                   104     2.00    100000.00 4/18/06 
        GA              2581773 69.00                   4/18/96
        30092                   36
                                        10.5%



        CHESTERF  MO            120             $32,055.83
        UNKNW                   104     1.75    35400.00        4/15/06 
        MO              2581774 80.00                   4/15/96
        63017                   31
                                        10.25%



        CHESTERF  MO            120             $14,472.34
        UNKNW                   104     2.00    14500.00        4/16/06 
        MO              2581775 75.00                   4/16/96
        63017                   38
                                        10.5%





        BOCA  RATON FL
        UNKNW                   120     1.75    $31,791.44
        FL              2581776 80.00 105               33800.00        5/16/96
        33498                   36                      12:00 AM
                                        10.25%



        HIGHLAND  MILLS NY      120             $55,936.98
        UNKNW                   106     0.99    60000.00        6/21/06 
        NY              2581777 76.00                   6/21/96
        10930                   41
                                        9.49%



        TUCSON  AZ              120             $30,000.00
        UNKNW                   101     2.75    33000.00        1/10/06 
        AZ              2581778 90.00                   1/10/96
        85718                   15
                                        11.25%



        SPRING  HILL FL 120             $12,737.87
        UNKNW                   101     2.00    30000.00        1/16/06 
        FL              2581779 38.00                   1/16/96
        34609                   36
                                        10.5%



        GRAYSON  GA             120             $36,450.48
        UNKNW                   102     1.49    36400.00        2/13/06 
        GA              2581780 80.00                   2/13/96
        30221                   38
                                        9.99%



        SONOMA  CA              120             $48,000.00
        UNKNW                   104     1.75    100000.00 4/30/06 
        CA              2581781 45.00                   4/30/96
        95476                   29
                                        10.25%



        YORKTOWN  HEIGHTS NY    120             $23,892.57
        UNKNW                   104     2.00    27000.00        4/11/06 
        NY              2581782 74.00                   4/11/96
        10598                   37
                                        10.5%



        DRUMS  PA               120             $11,668.77
        UNKNW                   104     3.00    11800.00        4/16/06 
        PA              2581783 90.00                   4/16/96
        18222                   41
                                        11.5%



        HENDERSO  NV            120             $7,915.75
        UNKNW                   103     0.99    10000.00        3/28/06 
        NV              2581784 67.00                   3/28/96
        89014                   47
                                        9.49%



        CARY  NC                120             $13,537.64
        UNKNW                   103     2.00    25000.00        3/19/06 
        NC              2581785 80.00                   3/19/96
        27513                   23
                                        10.5%



        CLARKSTO  MI            120             $9,800.72
        UNKNW                   107     0.99    10500.00        7/8/06 
        MI              2581786 75.00                   7/8/96
        48346                   28
                                        9.49%





        TINLEY  PARK IL
        PARKVIEW                120     2.00    $7,894.33
        IL              2581787 75.00 103               24000.00        3/11/96
        60477                   31                      12:00 AM
                                        10.5%



        FARMINGT  HILLS MI      120             $14,123.19
        UNKNW                   105     0.99    40000.00        5/20/06 
        MI              2581788 71.00                   5/20/96
        48331                   20
                                        9.49%



        APEX  NC                120             $13,741.31
        UNKNW                   103     2.00    29400.00        3/15/06 
        NC              2581789 90.00                   3/15/96
        27502                   27
                                        10.5%



        AUBURN  CA              120             $19,384.33
        UNKNW                   104     0.99    30000.00        4/23/06 
        CA              2581790 56.00                   4/23/96
        95602                   39
                                        9.49%



        GERMANTO  MD            120             $12,197.79
        UNKNW                   104     0.99    16000.00        4/23/06 
        MD              2581791 76.00                   4/23/96
        20874                   27
                                        9.49%



        ELLISVIL  MO            120             $11,800.95
        UNKNW                   98      1.75    11900.00        10/26/05 
        MO              2581792 80.00                   10/26/95
        63021                   17
                                        10.25%



        SAN  DIEGO CA           120             $17,998.28
        UNKNW                   99      2.00    19600.00        11/22/05 
        CA              2581793 80.00                   11/22/95
        92121                   37
                                        10.5%



        OCEANSID  CA            120             $14,605.47
        UNKNW                   101     2.00    50000.00        1/2/06 
        CA              2581794 33.00                   1/2/96
        92056                   39
                                        10.5%



        CASTLE  ROCK CO 120             $13,220.78
        UNKNW                   99      2.75    14300.00        11/10/05 
        CO              2581795 90.00                   11/10/95
        80104                   34
                                        11.25%



        HAWLEY  PA              120             $4,000.00
        UNKNW                   99      2.00    25000.00        11/9/05 
        PA              2581796 60.00                   11/9/95
        18428                   52
                                        10.5%



        JACKSONV  FL            120             $13,899.56
        UNKNW                   99      4.00    15000.00        11/15/05 
        FL              2581797 100.00          11/15/95
        32257                   37
                                        12.5%





        FOREST  LAKE MN
        UNKNW                   120     1.50    $67,110.48
        MN              2581798 79.00 99                70000.00        11/6/95
        55025                   39                      12:00 AM
                                        10.%



        DALLAS  TX              120             $20,906.49
        UNKNW                   98      3.00    24800.00        10/11/05 
        FL              2581799 90.00                   10/11/95
        75226                   24
                                        11.5%



        NOBLESVI  IN            120             $61,254.63
        UNKNW                   99      1.00    168000.00 11/8/05 
        IN              2581800 80.00                   11/8/95
        46060                   27
                                        9.5%



        GAITHERS  MD            120             $24,912.77
        UNKNW                   99      2.00    25100.00        11/21/05 
        MD              2581801 66.00                   11/21/95
        20879                   27
                                        10.5%



        COARGOLD  CA            120             $8,200.89
        UNKNW                   95      3.00    25000.00        7/5/05 
        CA              2581802 90.00                   7/5/95
        93614                   34
                                        11.5%



        JACKSONV  FL            120             $40,515.88
        UNKNW                   94      2.75    44700.00        6/14/05 
        FL              2581803 90.00                   6/14/95
        32224                   37
                                        11.25%



        TAMPA  FL               120             $29,800.45
        UNKNW                   102     2.75    30000.00        2/15/06 
        FL              2581804 90.00                   2/15/96
        33624                   32
                                        11.25%



        ST  LOUIS MO            120             $13,680.83
        UNKNW                   103     3.00    21400.00        3/14/06 
        MO              2581805 90.00                   3/14/96
        63146                   19
                                        11.5%



        ANN  ARBOR, MI  120             $12,657.69
        UNKNW                   91      1.75    40600.00        3/9/05 
        MI              2581806 90.00                   3/9/95
        48108                   22
                                        10.25%



        CARTERSV  GA            180             $21,708.01
        UNKNW                   151     2.00    56000.00        3/27/10 
        GA              2581807 80.00                   3/27/95
        30120                   33
                                        10.5%



        DELRAY  BEACH, FL       180             $9,535.63
        UNKNW                   151     3.00    10000.00        3/31/10 
        FL              2581808 90.00                   3/31/95
        33445                   49
                                        11.5%





        PONTE  VERDE BEACH, FL
        UNKNW                   180     1.50    $92,475.37
        FL              2581809 90.00 152               122000.00 4/11/95
        32082                   35                      12:00 AM
                                        10.%



        NOVI,  MI               120             $16,394.02
        UNKNW                   92      2.75    17000.00        4/7/05 
        MI              2581810 90.00                   4/7/95
        48374                   40
                                        11.25%



        DANVILLE  CA            120             $66,385.71
        UNKNW                   92      2.00    80000.00        4/24/05 
        CA              2581811 68.00                   4/24/95
        94506                   46
                                        10.5%



        TUCSON,  AZ             120             $26,049.99
        UNKNW                   93      1.75    25800.00        5/22/05 
        AZ              2581812 80.00                   5/22/95
        85737                   35
                                        10.25%



        ALGODONE  NM            120             $16,962.19
        UNKNW                   94      3.00    17500.00        6/2/05 
        NM              2581813 90.00                   6/2/95
        87001                   33
                                        11.5%



        NOVI  MI                180             $27,966.51
        UNKNW                   155     1.50    40900.00        7/26/10 
        MI              2581814 80.00                   7/26/95
        48375                   10
                                        10.%



        HUNTINGT  NY            120             $55,000.00
        UNKNW                   95      1.50    115000.00 7/17/05 
        NY              2581815 80.00                   7/17/95
        11743                   28
                                        10.%



        WILLIAMS  VA            120             $24,085.02
        UNKNW                   96      2.00    25000.00        8/25/05 
        VA              2581816 74.00                   8/25/95
        23188                   41
                                        10.5%



        SAN  LEANDRO CA 120             $7,541.45
        UNKNW                   97      4.00    25900.00        9/22/05 
        CA              2581817 100.00          9/22/95
        94578                   24
                                        12.5%



        SAN  RAMON CA           120             $13,247.62
        UNKNW                   97      2.00    50000.00        9/7/05 
        CA              2581818 59.00                   9/7/95
        94583                   36
                                        10.5%



        EAST  BRUNSWICK NJ      120             $9,729.39
        UNKNW                   98      3.00    10000.00        10/4/05 
        NJ              2581819 87.00                   10/4/95
        08816                   39
                                        11.5%





        12712  LAKESTONE DRIVE
        MIDLOTHIAN              120     1.99    $89,265.71
        VA              2581820 90.00 116               100000.00 4/17/97
        23113                   0                       12:00 AM
                                        7.5%



        3  EBONY COURT  120             $21,100.00
        NEWTOWN         116     1.99    21100.00        4/23/07 
        PA              2581821 90.00                   4/23/97
        18940                   0
                                        7.5%



        LAKE  WORTH FL  119             $29,838.92
        UNKNW                   116     1.99    30000.00        4/25/07 
        FL              2581822 90.00                   5/1/97
        33467                   0
                                        7.5%



        ALLAMUCH  NJ            120             $13,371.70
        UNKNW                   117     1.99    15000.00        5/1/07 
        NJ              2581823 88.00                   5/1/97
        07820                   0
                                        7.5%



        BIRMINGH  AL            120             $20,703.85
        UNKNW                   117     1.99    27200.00        5/7/07 
        AL              2581824 90.00                   5/7/97
        35226                   0
                                        7.5%



        RALEIGH  NC             120             $19,624.12
        UNKNW                   117     1.99    20000.00        5/12/07 
        NC              2581825 87.00                   5/12/97
        27615                   0
                                        7.5%



        22375  PINEGLEN 120             $45,792.91
        MISSION VIEJO           117     1.99    50000.00        5/15/07 
        CA              2581826 85.00                   5/15/97
        92692                   0
                                        7.5%



        30  LAWRENCE LAKE DRIVE 120             $65,285.49
        BOYNTON BEACH           117     0.99    66000.00        5/20/07 
        FL              2581827 70.00                   5/20/97
        33436                   0
                                        7.5%



        WORLDWID  DIRECT        120             $61,000.00
        PO BOX 160,             113     0.99    61500.00        1/31/07 
        NJ              2581828 80.00                   1/31/97
        20636                   22
                                        9.49%



        CLAYTON,  CA            120             $6,569.89
        UNKNW                   85      3.00    26350.00        9/23/04 
        CA              2581829 90.00                   9/23/94
        94517                   26
                                        11.5%



        YORBA  LINDA, CA        120             $43,500.00
        UNKNW                   86      2.75    43500.00        10/6/04 
        CA              2581830 90.00                   10/6/94
        92687                   38
                                        11.25%





        MIAMI,  FL.
        UNKNW                   180     1.75    $30,021.17
        FL              2581831 38.00 148               30000.00        12/15/94
        33174                   35                      12:00 AM
                                        10.25%



        TUSCON,  AZ             120             $27,397.72
        UNKNW                   89      2.75    30500.00        1/24/05 
        AZ              2581832 90.00                   1/24/95
        85718                   31
                                        11.25%



        10206  56TH STREET S W 120              $18,087.40
        COOPER CITY             116     0.99    35400.00        4/3/07 
        FL              2581833 80.00                   4/3/97
        33328                   0
                                        7.5%



        7186  SOUTHWEST 22ND    120             $11,837.98
        DAVIE                   116     0.99    12200.00        4/4/07 
        FL              2581834 80.00                   4/4/97
        33317                   0
                                        7.5%



        4  EFFORD CT            120             $6,600.00
        WILLIAMSBURG            116     0.99    22800.00        4/4/07 
        VA              2581835 80.00                   4/4/97
        23188                   0
                                        7.5%



        RANCHO  MIRAGE CA       120             $34,974.86
        UNKNW                   116     1.99    35000.00        4/9/07 
        CA              2581836 89.00                   4/9/97
        92270                   0
                                        7.5%



        4724  GROVETON WAY      120             $14,041.17
        ST. LOUIS               116     0.99    18800.00        4/8/07 
        MO              2581837 79.00                   4/8/97
        63128                   0
                                        7.5%



        1932  OZARK PARKWAY     120             $19,075.40
        ALGONQUIN               116     1.99    22700.00        4/15/07 
        IL              2581838 90.00                   4/15/97
        60102                   0
                                        7.5%



        22  INDEPENDENCE AVENUE 120             $37,155.52
        LAKE OSWEGO             116     0.99    50000.00        4/15/07 
        OR              2581839 46.00                   4/15/97
        97035                   0
                                        7.5%



        10700  NW 4TH STREET    120             $24,890.46
        PLANTATION              116     1.99    25000.00        4/17/07 
        FL              2581840 90.00                   4/17/97
        33324                   0
                                        7.5%



        912  QUINCY CT. 120             $39,607.19
        JACKSONVILLE            116     1.99    40000.00        4/18/07 
        FL              2581841 86.00                   4/18/97
        32259                   0
                                        7.5%





        1753  CHARITY DRIVE
        BRENTWOOD               120     1.99    $75,000.00
        TN              2581842 90.00 116               75000.00        4/21/97
        37027                   0                       12:00 AM
                                        7.5%



        2082  GOLD KEY LAKE     120             $11,347.51
        MILFORD         116     1.99    11700.00        4/25/07 
        PA              2581843 13.00                   4/25/97
        18337                   0
                                        7.5%



        4862  TALL OAK COURT    120             $33,999.59
        DOYLESTOWN              116     1.99    34000.00        4/22/07 
        PA              2581844 89.00                   4/22/97
        18901                   0
                                        7.5%



        3703  MERRIWEATHER LANE 120             $6,702.29
        ROCHESTER               115     1.99    41700.00        3/26/07 
        MI              2581845 89.00                   3/26/97
        48306                   0
                                        7.5%



        2025  WILLOW TRAIL      120             $24,660.04
        SAINT CHARLES           115     0.99    26000.00        3/27/07 
        MO              2581846 80.00                   3/27/97
        63303                   0
                                        7.5%



        CHAPEL  HILL NC 120             $40,206.03
        UNKNW                   115     1.99    40500.00        3/26/07 
        NC              2581847 90.00                   3/26/97
        27516                   0
                                        7.5%



        TUCSON  AZ              120             $35,166.21
        UNKNW                   115     1.99    35200.00        3/27/07 
        AZ              2581848 90.00                   3/27/97
        85748                   0
                                        7.5%



        WOODBURY  MN            120             $18,506.07
        UNKNW                   115     0.99    18700.00        3/28/07 
        MN              2581849 80.00                   3/28/97
        55125                   0
                                        7.5%



        113  PERSIMMONS DRIVE   120             $33,306.67
        COLLEGEVILLE            115     1.99    33700.00        3/28/07 
        PA              2581850 90.00                   3/28/97
        19426                   0
                                        7.5%



        226  SOUTH HOLYOKE DRIVE 120            $16,345.05
        ELKO                    115     0.99    25000.00        3/26/07 
        NV              2581851 77.00                   3/26/97
        89801                   0
                                        7.5%



        SAINT  CHARLES MO       120             $31,873.97
        UNKNW                   115     0.99    32600.00        3/28/07 
        MO              2581852 80.00                   3/28/97
        63304                   0
                                        7.5%





        11928  ACACIA GLEN COURT
        SAN DIEGO               120     1.99    $20,156.96
        CA              2581853 41.00 115               25000.00        3/26/97
        92126                   0                       12:00 AM
                                        7.5%



        ROCHESTE  HILLS MI      120             $5,415.85
        UNKNW                   116     1.99    20800.00        4/2/07 
        MI              2581854 89.00                   4/2/97
        48309                   0
                                        7.5%



        2007  S. PRINCE COURT   120             $15,295.20
        WINTER PARK             116     1.99    16000.00        4/2/07 
        FL              2581855 90.00                   4/2/97
        32792                   0
                                        7.5%



        12550  N. WAYFARER WAY 120              $23,558.89
        TUCSON                  116     1.99    25100.00        4/2/07 
        AZ              2581856 90.00                   4/2/97
        85737                   0
                                        7.5%



        874  MADIGAN AVENUE     120             $12,526.34
        CONCORD         115     0.99    27000.00        3/4/07 
        CA              2581857 75.00                   3/4/97
        94518                   49
                                        7.5%



        40  WINCHESTER ROAD     120             $91,135.97
        ORMOND BCH              115     0.99    92200.00        3/6/07 
        FL              2581858 80.00                   3/6/97
        32174                   36
                                        7.5%



        5  EXETER COURT 120             $18,557.94
        PRINCETON               115     1.99    19800.00        3/6/07 
        NJ              2581859 90.00                   3/6/97
        08540                   35
                                        7.5%



        9518  PLANTATION ROAD   120             $31,063.54
        OLIVE BRANCH            115     1.99    31100.00        3/7/07 
        MS              2581860 90.00                   3/7/97
        38654                   37
                                        7.5%



        1492  PINE CREEK COURT 120              $31,856.40
        THOUSAND OAKS           115     1.99    32000.00        3/11/07 
        CA              2581861 90.00                   3/11/97
        91320                   37
                                        7.5%



        DINGMANS  FERRY PA      120             $4,182.51
        UNKNW                   115     1.99    7400.00 3/11/07 
        PA              2581862 90.00                   3/11/97
        18328                   19
                                        7.5%



        OAKDALE  CA             120             $18,668.17
        UNKNW                   115     1.99    18800.00        3/14/07 
        CA              2581863 90.00                   3/14/97
        95361                   44
                                        7.5%





        3582  E COSTILLA
        LITTLETON               120     1.99    $28,769.82
        CO              2581864 90.00 115               28800.00        3/14/97
        80122                   39                      12:00 AM
                                        7.5%



        1327  ROBERTRIDGE DR.   120             $31,372.16
        SAINT CHARLES           115     1.99    31900.00        3/14/07 
        MO              2581865 90.00                   3/14/97
        63304                   37
                                        7.5%



        1510  WEST SAND COVE DRIVE 120          $23,880.95
        GILBERT         115     1.99    25100.00        3/20/07 
        AZ              2581866 90.00                   3/20/97
        85233                   0
                                        7.5%



        159  MILL STREET        121             $8,249.89
        WESTWOOD                115     0.99    22000.00        3/21/07 
        ME              2581867 75.00                   2/20/97
        02090                   29
                                        7.5%



        15915  LA RENA COURT    120             $99,105.81
        MORGAN HILL             115     0.99    99500.00        3/24/07 
        CA              2581868 67.00                   3/24/97
        95037                   43
                                        7.5%



        ORION  MI               120             $27,869.98
        UNKNW                   114     1.99    28300.00        2/17/07 
        MI              2581869 90.00                   2/17/97
        48359                   44
                                        7.5%



        LAS  VEGAS NV           120             $12,197.70
        UNKNW                   114     0.99    12600.00        2/20/07 
        NV              2581870 80.00                   2/20/97
        89123                   42
                                        7.5%



        1905  NE 82ND TERRACE   120             $10,280.17
        KANSAS CITY             114     0.99    22900.00        2/24/07 
        MO              2581871 89.00                   2/24/97
        64118                   34
                                        7.5%



        2327  VIA ZAFIRO        120             $74,800.36
        SAN CLEMENTE            114     1.99    77000.00        2/25/07 
        CA              2581872 90.00                   2/25/97
        92673                   38
                                        7.5%



        721  WAKEHURST DRIVE    120             $25,245.43
        APEX                    114     1.99    25600.00        2/26/07 
        NC              2581873 90.00                   2/26/97
        27502                   27
                                        7.5%



        11068  THRUSH RIDGE ROAD 120            $48,036.20
        RESTON                  114     0.99    48600.00        2/27/07 
        VA              2581874 80.00                   2/27/97
        20191                   35
                                        7.5%





        4184  PINEWOOD LAKE DRIVE
        BAKERSFIELD             120     0.99    $10,496.24
        CA              2581875 79.00 114               50000.00        2/27/97
        93309                   29                      12:00 AM
                                        7.5%



        ORLANDO  FL             120             $11,773.32
        UNKNW                   114     0.99    15000.00        2/27/07 
        FL              2581876 65.00                   2/27/97
        32817                   0
                                        7.5%



        2114  STURBRIDGE COMMONS 120            $18,260.64
        HOLLAND         114     0.99    20000.00        2/28/07 
        PA              2581877 75.00                   2/28/97
        18966                   37
                                        7.5%



        4994  BROOKBURN DRIVE   120             $31,512.33
        SAN DIEGO               114     1.99    47200.00        2/28/07 
        CA              2581878 90.00                   2/28/97
        92130                   32
                                        7.5%



        27  VIA PERICO  120             $27,161.39
        RANCHO SANTA            114     1.99    28000.00        2/28/07 
        CA              2581879 90.00                   2/28/97
        92688                   35
                                        7.5%



        78  VISTA MONTEMAR      120             $71,700.00
        LAGUNA NIGUEL           114     1.99    71700.00        2/28/07 
        CA              2581880 90.00                   2/28/97
        92677                   39
                                        7.5%



        22800  ALVISO ROAD      120             $20,948.32
        PERRIS                  111     1.99    21000.00        11/1/06 
        CA              2581881 90.00                   11/1/96
        92570                   29
                                        10.49%



        5  LAKEVIEW             120             $6,905.46
        LAKE SAINT              114     0.99    29000.00        2/3/07 
        MO              2581882 80.00                   2/3/97
        63367                   31
                                        7.5%



        TAMPA  FL               120             $9,240.00
        UNKNW                   114     1.99    13500.00        2/4/07 
        FL              2581883 90.00                   2/4/97
        33624                   0
                                        7.5%



        44  CREAM STREET        120             $7,198.00
        POUGHKEEPSIE            114     0.99    50000.00        2/4/07 
        NC              2581884 34.00                   2/4/97
        12601                   55
                                        7.5%



        13015  E. CAPE HORN DRIVE 120           $99,994.70
        TUCSON                  114     0.99    100000.00 2/5/07 
        AZ              2581885 58.00                   2/5/97
        85749                   32
                                        7.5%





        111  SHAWNEE CIRCLE
        ELDRIDGE                120     1.99    $41,222.50
        IA              2581886 90.00 114               47000.00        2/5/97
        52748                   43                      12:00 AM
                                        7.5%



        7944  E PARKVIEW LANE   120             $43,218.52
        SCOTTSDALE              114     1.99    43300.00        2/7/07 
        AZ              2581887 90.00                   2/7/97
        85255                   30
                                        7.5%



        17  MAGNOLIA DRIVE      120             $24,953.76
        ST LOUIS                114     1.99    25300.00        2/11/07 
        MO              2581888 90.00                   2/11/97
        63124                   0
                                        7.5%



        267  OAK PATH           120             $22,413.94
        BALLWIN         114     1.99    23600.00        2/13/07 
        MO              2581889 90.00                   2/13/97
        63011                   29
                                        7.5%



        3831  WOLCOTT COURT     120             $36,798.67
        FLORISSANT              114     1.99    39000.00        2/14/07 
        MO              2581890 89.00                   2/14/97
        63034                   0
                                        7.5%



        542  W. 58TH STREET     120             $14,622.30
        HINSDALE                114     0.99    15000.00        2/14/07 
        IL              2581891 52.00                   2/14/97
        60521                   45
                                        7.5%



        14413  CLIPPER COVE COURT 120           $7,492.88
        MIDLOTHIAN              114     0.99    20000.00        2/17/07 
        VA              2581892 66.00                   2/17/97
        23113                   40
                                        7.5%



        LA  GRANDE OR           120             $19,149.26
        UNKNW                   117     0.99    20000.00        5/2/07 
        OR              2581893 72.00                   5/2/97
        97850                   0
                                        7.5%



        MARION,  MI             180             $29,800.00
        UNKNW                   146     1.75    30000.00        10/25/09 
        MI              2581894 79.00                   10/25/94
        49665                   36
                                        10.25%



        WEST  WINFIELD NY       120             $24,249.20
        UNKNW                   92      3.00    24300.00        4/25/05 
        NY              2581895 90.00                   4/25/95
        13491                   29
                                        11.5%



        MARION,  IN             120             $20,301.92
        UNKNW                   93      1.75    28000.00        5/30/05 
        IN              2581896 70.00                   5/30/95
        46953                   0
                                        10.25%





        CLOVER  SC
        UNKNW                   120     0.99    $14,073.00
        SC              2581897 66.00 106               15000.00        6/4/96
        29710                   42                      12:00 AM
                                        9.49%



        MILAN  MI               120             $16,205.36
        UNKNW                   108     0.99    18000.00        8/2/06 
        MI              2581898 61.00                   8/2/96
        48160                   32
                                        9.49%



        P.O.  BOX 121           120             $37,597.85
        ANNAPOLIS               108     0.99    39000.00        8/1/06 
        MO              2581899 65.00                   8/1/96
        63620                   31
                                        9.49%



        NEWPORT  MI             120             $24,912.70
        UNKNW                   106     0.99    25000.00        6/20/06 
        MI              2581900 72.00                   6/20/96
        48166                   44
                                        9.49%



        ROUTE  2 BOX 299        120             $20,597.45
        MARION                  108     0.99    20600.00        8/6/06 
        NC              2581901 80.00                   8/6/96
        28752                   41
                                        9.49%



        GLEN  CARRIE ROAD       120             $8,120.05
        HULL                    110     0.99    10000.00        10/1/06 
        GA              2581902 75.00                   10/1/96
        30646                   34
                                        9.49%



        SUSANVIL  CA            120             $20,627.00
        UNKNW                   109     0.99    30000.00        9/17/06 
        CA              2581903 72.00                   9/17/96
        96130                   26
                                        9.49%



        5321  COUNTY ROAD 25    120             $12,317.44
        CORTEZ                  110     0.99    15000.00        10/1/06 
        CO              2581904 61.00                   10/1/96
        81321                   38
                                        9.49%



        27981  N SANTIAM HIGHWAY 120            $55,996.41
        MILL CITY               110     1.99    57000.00        10/2/06 
        OR              2581905 49.00                   10/2/96
        97360                   23
                                        10.49%



        BLUE  BELL         PA   180             $50,000.00
        UNKNW                   132     1.75    70425.00        8/27/08 
        PA              2581906 75.00                   8/27/93
        19422                   36
                                        10.25%



        WARREN  MI              180             $34,606.28
        UNKNW                   135     1.50    50000.00        11/11/08 
        MI              2581907 56.00                   11/11/93
        48093                   37
                                        10.%





        SANTA  ANA CA
        UNKNW                   180     1.75    $34,253.49
        CA              2581908 75.00 137               34600.00        1/14/94
        92711                   17                      12:00 AM
                                        10.25%



        CHESTERF  MI            180             $2,710.87
        UNKNW                   138     2.00    38750.00        2/16/09 
        MI              2581909 75.00                   2/16/94
        48051                   34
                                        10.5%



        CROFTON  MD             180             $42,935.07
        UNKNW                   135     1.75    48000.00        11/15/08 
        MD              2581910 75.00                   11/15/93
        21114                   32
                                        10.25%



        ROCHESTE  HILLS   MI    180             $22,821.17
        UNKNW                   138     1.75    29600.00        2/22/09 
        MI              2581911 75.00                   2/22/94
        48306                   16
                                        10.25%



        PENNSAUK  NJ            180             $4,662.25
        UNKNW                   140     2.00    36800.00        4/11/09 
        NJ              2581912 75.00                   4/11/94
        08109                   31
                                        10.5%



        DOYLESTO  PA            180             $20,338.82
        UNKNW                   141     2.00    55900.00        5/20/09 
        PA              2581913 75.00                   5/20/94
        18901                   25
                                        10.5%



        1975  E. SUNRISE BLVD SUITE  180                $132,055.35
        FT. LAUDERDALE          144     1.50    133600.00 8/3/09 
        FL              2581914 80.00                   8/3/94
        33304                   37
                                        10.%



        CLARKSTO  MI            180             $29,161.56
        UNKNW                   144     1.25    35500.00        8/2/09 
        MI              2581915 80.00                   8/2/94
        48346                   0
                                        9.75%



        EUFAULA  AL             120             $24,482.09
        UNKNW                   114     0.99    25000.00        2/12/07 
        AL              2581916 57.00                   2/12/97
        36027                   44
                                        7.5%



        ROUTE  7 BOX 211-H      120             $12,109.00
        BEDFORD         116     1.99    16700.00        4/10/07 
        VA              2581917 90.00                   4/10/97
        24523                   0
                                        7.5%



        REDDING  CA             120             $5,615.68
        UNKNW                   116     1.99    10800.00        4/24/07 
        CA              2581918 90.00                   4/24/97
        96003                   0
                                        7.5%





        FLUSHING  MI
        UNKNW                   120     0.99    $27,558.85
        MI              2581919 33.00 113               30000.00        1/7/97
        48433                   0                       12:00 AM
                                        9.49%



        53408  BRYCE COURT      120             $9,801.56
        NEW BALTIMORE           113     0.99    10000.00        1/21/07 
        MI              2581920 51.00                   1/21/97
        48047                   39
                                        9.49%



        3420  SPRING BLUFF PLACE 120            $5,923.98
        LAUDERHILL              113     1.99    7500.00 1/29/07 
        FL              2581921 90.00                   1/29/97
        33319                   34
                                        10.49%



        CLINTON  TOWNSHIP MI    120             $21,380.92
        UNKNW                   113     0.99    62500.00        1/17/07 
        MI              2581922 57.00                   1/17/97
        48038                   39
                                        9.49%



        8250  LOST PINES        120             $49,982.69
        DAVISBURG               113     1.99    50000.00        1/16/07 
        MI              2581923 90.00                   1/16/97
        48350                   54
                                        10.49%



        WATERFOR  MI            120             $17,093.46
        UNKNW                   113     0.99    30000.00        1/27/07 
        MI              2581924 79.00                   1/27/97
        48327                   25
                                        9.49%



        MIAMI  FL               120             $248.42
        UNKNW                   114     3.00    48000.00        2/14/07 
        FL              2581925 90.00                   2/14/97
        33160                   26
                                        11.5%



        133  CROSSRIDGE DRIVE   120             $35,765.04
        KETTERING               114     2.25    40000.00        2/26/07 
        OH              2581926 85.00                   2/26/97
        45429                   34
                                        10.75%



        4702  MAPLE CREEK COURT 120             $24,909.64
        WEST                    106     2.75    25000.00        6/28/06 
        MI              2581927 86.00                   6/28/96
        48322                   0
                                        11.25%



        WAYNE  NJ               180             $5,956.16
        UNKNW                   107     2.00    122000.00 7/9/06 
        NJ              2581928 75.00                   7/9/91
        07470                   45
                                        10.5%



        LA  CANADA CA           180             $40,448.10
        UNKNW                   117     1.75    45000.00        5/2/07 
        CA              2581929 75.00                   5/2/92
        91012                   36
                                        10.25%





        NORWOOD  NJ
        UNKNW                   180     2.00    $14,968.21
        NJ              2581930 75.00 117               61200.00        5/21/92
        07648                   38                      12:00 AM
                                        10.5%



        ASPEN  CO               180             $5,000.00
        UNKNW                   123     2.00    65000.00        11/17/07 
        CO              2581931 47.00                   11/17/92
        81612                   40
                                        10.5%



        NEW  ROCHELLE NY        120             $55,935.08
        UNKNW                   112     0.99    60700.00        12/18/06 
        NY              2581932 80.00                   12/18/96
        10805                   44
                                        9.49%



        ANN  ARBOR MI           120             $17,974.03
        UNKNW                   112     0.99    20000.00        12/10/06 
        MI              2581933 71.00                   12/10/96
        48103                   36
                                        9.49%



        WALLED  LAKE MI 120             $14,325.52
        UNKNW                   112     1.99    14500.00        12/10/06 
        MI              2581934 88.00                   12/10/96
        48390                   48
                                        10.49%



        ROCHESTE  NY            120             $31,255.57
        UNKNW                   113     1.99    31900.00        1/6/07 
        NY              2581935 90.00                   1/6/97
        14610                   26
                                        10.49%



        ATLANTA  GA             120             $43,412.72
        UNKNW                   113     0.99    99000.00        1/14/07 
        GA              2581936 71.00                   1/14/97
        30326                   37
                                        9.49%



        180  MAIN STREET        120             $10,652.43
        BRIDGEWATER             112     3.00    10800.00        12/17/06 
        MA              2581937 90.00                   12/17/96
        02324                   17
                                        11.5%



        WHEELING  IL            120             $20,348.54
        UNKNW                   112     1.99    20900.00        12/12/06 
        IL              2581938 90.00                   12/12/96
        60090                   42
                                        10.49%



        TOLEDO  OH              120             $28,977.73
        UNKNW                   112     1.99    29400.00        12/27/06 
        OH              2581939 90.00                   12/27/96
        43615                   42
                                        10.49%



        GOLETA  CA              120             $28,977.67
        UNKNW                   112     1.99    29100.00        12/13/06 
        CA              2581940 90.00                   12/13/96
        93117                   36
                                        10.49%





        NASHVILL  TN
        UNKNW                   120     1.99    $7,965.84
        TN              2581941 90.00 112               15000.00        12/24/96
        37211                   40                      12:00 AM
                                        10.49%



        333  RICHARD AVENUE     120             $36,000.00
        APT.                    112     1.99    36000.00        12/18/06 
        NY              2581942 90.00                   12/18/96
        11801                   40
                                        10.49%



        TIGARD  OR              120             $15,664.12
        UNKNW                   112     0.99    15700.00        12/18/06 
        OR              2581943 90.00                   12/18/96
        97224                   46
                                        9.49%



        250  TENNIS COURT       119             $9,110.00
        BELMAR                  112     0.99    11800.00        12/27/06 
        NJ              2581944 80.00                   1/17/97
        07719                   0
                                        9.49%



        13415  SW 111 TERRACE   120             $13,801.11
        MIAMI                   112     1.99    14400.00        12/9/06 
        FL              2581945 90.00                   12/9/96
        33186                   47
                                        10.49%



        ARVADA  CO              120             $22,574.90
        UNKNW                   111     0.99    24000.00        11/7/06 
        CO              2581946 40.00                   11/7/96
        80005                   27
                                        9.49%



        844  FAIRLANE COURT, UNIT #8 120                $42,000.77
        SAGINAW         111     1.99    46800.00        11/21/06 
        MI              2581947 90.00                   11/21/96
        48609                   40
                                        10.49%



        2635  NOSTRAND AVENUE #3-H 120          $18,529.62
        BROOKLYN                110     0.99    50000.00        10/30/06 
        FL              2581948 60.00                   10/30/96
        11210                   24
                                        9.49%



        HUNTINGT  BEACH CA      120             $19,183.19
        UNKNW                   111     1.99    19500.00        11/13/06 
        CA              2581949 90.00                   11/13/96
        92646                   45
                                        10.49%



        2107  WEST JARVIS #3E   120             $16,101.30
        CHICAGO         110     0.99    20000.00        10/31/06 
        IL              2581950 61.00                   10/31/96
        60645                   19
                                        9.49%



        ASPEN  CO               120             $49,365.34
        UNKNW                   110     0.99    50000.00        10/29/06 
        CO              2581951 44.00                   10/29/96
        81611                   27
                                        9.49%





        8765  EASTBROOK CIRCLE
        CHAGRIN FALLS           120     0.99    $44,752.22
        OH              2581952 80.00 112               46300.00        12/23/96
        44023                   37                      12:00 AM
                                        9.49%



        1801  CALIFORNIA AVENUE 118             $89,683.74
        SANTA MONICA            111     1.50    100000.00 11/22/06 
        CA              2581953 80.00                   1/16/97
        90403                   21
                                        10.%



        #  214          120             $9,670.71
        WYNNEWOOD               112     1.99    10000.00        12/13/06 
        PA              2581954 88.00                   12/13/96
        19096                   37
                                        10.49%



        LAGUNA  NIGUEL CA       120             $30,028.56
        UNKNW                   112     0.99    30000.00        12/3/06 
        CA              2581955 73.00                   12/3/96
        92677                   44
                                        9.49%



        MILFORD  MA             120             $14,980.96
        UNKNW                   111     2.00    26000.00        11/19/06 
        MA              2581956 68.00                   11/19/96
        01757                   42
                                        10.5%



                                120             $35,162.45
        UNKNW                   111     1.99    35900.00        11/22/06 
        NJ              2581957 90.00                   11/22/96
        00000                   38
                                        10.49%



        101  HARRISON STREET, 120 120           $34,900.00
        SAN FRANCISCO           109     1.99    34900.00        9/10/06 
        CA              2581958 90.00                   9/10/96
        94105                   41
                                        10.49%



        11407  LAKEVIEW DRIVE   120             $21,962.72
        CORAL SPRINGS           109     0.99    26900.00        9/23/06 
        FL              2581959 80.00                   9/23/96
        33071                   40
                                        9.49%



        9177  LAKE PINE DR.     120             $19,005.35
        WHITMORE LAKE           109     2.75    20400.00        9/24/06 
        MI              2581960 90.00                   9/24/96
        48189                   30
                                        11.25%



        WATERBUR  CT            120             $15,701.41
        UNKNW                   110     0.99    15800.00        10/28/06 
        CT              2581961 85.00                   10/28/96
        06705                   52
                                        9.49%



        STATEN  ISLAND NY       120             $23,200.00
        UNKNW                   110     1.99    23200.00        10/2/06 
        NY              2581962 90.00                   10/2/96
        10305                   36
                                        10.49%





        8303  N. 61ST PLACE
        PARADISE                120     0.99    $42,300.00
        CO              2581963 58.00 109               42300.00        9/30/96
        85253                   42                      12:00 AM
                                        9.49%



        311  QUEENSBERRY CIRCLE 120             $43,130.11
        PITTSBURGH              109     0.99    59600.00        9/20/06 
        PA              2581964 80.00                   9/20/96
        15234                   21
                                        9.49%



        SOUTH  GATE CA  120             $19,049.35
        UNKNW                   110     1.99    19900.00        10/7/06 
        CA              2581965 90.00                   10/7/96
        90280                   26
                                        10.49%



        MAHWAH  NJ              120             $55,047.46
        UNKNW                   111     0.99    100000.00 11/11/06 
        NJ              2581966 59.00                   11/11/96
        07430                   43
                                        9.49%



        13130  HIDEAWAY LANE    120             $56,200.00
        DEWITT                  110     0.00    56200.00        10/7/06 
        MI              2581967 90.00                   10/7/96
        48820                   29
                                        8.5%



        4406  WILDER ROAD       120             $10,000.00
        NAPLES                  112     0.99    10000.00        12/31/06 
        FL              2581968 63.00                   12/31/96
        34105                   47
                                        9.49%



        LAKE  ORION MI  120             $12,159.44
        UNKNW                   111     0.99    13400.00        11/13/06 
        MI              2581969 80.00                   11/13/96
        48360                   13
                                        9.49%



        NORTH  MIAMI BEACH FL   120             $8,854.14
        UNKNW                   109     1.99    10100.00        9/18/06 
        FL              2581970 90.00                   9/18/96
        33160                   43
                                        10.49%



        ATLANTA  GA             120             $31,500.00
        UNKNW                   109     0.99    35000.00        9/11/06 
        GA              2581971 68.00                   9/11/96
        30342                   45
                                        9.49%



        490  WESTGATE DRIVE     120             $27,909.45
        NORTH EDISON            110     0.99    28000.00        10/23/06 
        NJ              2581972 80.00                   10/23/96
        08820                   33
                                        9.49%



        NOVI  MI                120             $2,891.95
        UNKNW                   109     0.99    22200.00        9/6/06 
        MI              2581973 80.00                   9/6/96
        48377                   35
                                        9.49%





        SAN  FRANCISCO CA
        UNKNW                   120     1.99    $17,708.10
        CA              2581974 90.00 108               19100.00        8/22/96
        94108                   31                      12:00 AM
                                        10.49%



        214  POND TERRACE       120             $22,681.61
        WASHINGTON              111     1.99    25400.00        11/13/06 
        NJ              2581975 90.00                   11/13/96
        07675                   40
                                        10.49%



        SAN  DIEGO CA           120             $9,997.42
        UNKNW                   110     1.99    10000.00        10/3/06 
        CA              2581976 90.00                   10/3/96
        92108                   44
                                        10.49%



        8958  COLLINS AVE.      120             $39,200.64
        SURFSIDE                110     0.99    40000.00        10/11/06 
        FL              2581977 77.00                   10/11/96
        33154                   24
                                        9.49%



        WEST  BLOOMFIELD MI     120             $36,349.18
        UNKNW                   110     0.99    36700.00        10/2/06 
        MI              2581978 90.00                   10/2/96
        48322                   43
                                        9.49%



        6400  PACIFIC AVENUE    120             $36,300.00
        PLAYA DEL REY           109     1.99    36300.00        9/5/06 
        CA              2581979 90.00                   9/5/96
        90293                   38
                                        10.49%



        BOCA  RATON FL  120             $9,512.51
        UNKNW                   110     0.99    10000.00        10/3/06 
        FL              2581980 74.00                   10/3/96
        33434                   41
                                        9.49%



        IRVINE  CA              120             $14,825.99
        UNKNW                   110     0.99    15000.00        10/15/06 
        CA              2581981 80.00                   10/15/96
        92714                   45
                                        9.49%



        11  PHEASANT LANE       120             $20,275.62
        HUCKINS F               109     2.00    40000.00        9/9/06 
        MA              2581982 64.00                   9/9/96
        01730                   15
                                        10.5%



        GLENDALE  CA            120             $10,103.25
        UNKNW                   108     1.99    10200.00        8/29/06 
        CA              2581983 90.00                   8/29/96
        91206                   29
                                        10.49%



        197  B WEST SHORE DRIVE 120             $23,465.12
        MARBLEHEAD              108     0.99    25000.00        8/9/06 
        MA              2581984 63.00                   8/9/96
        01945                   45
                                        9.49%





        PASADENA  CA
        UNKNW                   120     1.99    $11,674.56
        CA              2581985 90.00 110               22300.00        10/23/96
        91101                   48                      12:00 AM
                                        10.49%



        MONTROSE  CA            120             $630.14
        UNKNW                   108     0.99    16700.00        8/8/06 
        CA              2581986 80.00                   8/8/96
        91020                   37
                                        9.49%



        GLENDALE  CA            120             $13,259.71
        UNKNW                   108     0.99    16500.00        8/21/06 
        CA              2581987 80.00                   8/21/96
        91202                   43
                                        9.49%



        671  PANORAMA DRIVE     120             $9,303.35
        MOHEGAN LAKE            108     1.99    10000.00        8/30/06 
        NY              2581988 87.00                   8/30/96
        10547                   45
                                        10.49%



        N-5  QUINCY CIRCLE      120             $9,718.15
        DAYTON                  109     1.99    10000.00        9/13/06 
        NJ              2581989 86.00                   9/13/96
        08810                   33
                                        10.49%



        4626  FOXCHASE DRIVE    120             $26,693.29
        WHITE LAKE              108     2.50    27000.00        8/8/06 
        MI              2581990 90.00                   8/8/96
        48383                   29
                                        11.%



        1339  KNOLLCREST CIRCLE 120             $26,469.97
        BLOOMFIELD              108     2.50    27000.00        8/19/06 
        MI              2581991 90.00                   8/19/96
        48304                   48
                                        11.%



        ANN  ARBOR MI           120             $30,000.00
        UNKNW                   109     0.99    30000.00        9/4/06 
        MI              2581992 68.00                   9/4/96
        48108                   19
                                        9.49%



        HACKENSA  NJ            120             $18,858.19
        UNKNW                   108     0.99    21200.00        8/26/06 
        NJ              2581993 80.00                   8/26/96
        07601                   30
                                        9.49%



        ARLINGTO  VA            120             $19,919.99
        UNKNW                   106     2.00    20000.00        6/21/06 
        VA              2581994 80.00                   6/21/96
        22207                   46
                                        10.5%



        TRUMBULL  CT            120             $16,066.83
        UNKNW                   108     0.99    25000.00        8/15/06 
        CT              2581995 61.00                   8/15/96
        06611                   32
                                        9.49%





        BARRINGT  IL
        UNKNW                   120     1.99    $30,578.56
        IL              2581996 90.00 108               31000.00        8/5/96
        60010                   35                      12:00 AM
                                        10.49%



        EAST  HANOVER NJ        120             $19,643.85
        UNKNW                   107     0.99    20000.00        7/31/06 
        NJ              2581997 78.00                   7/31/96
        07936                   46
                                        9.49%



        CHICAGO  IL             120             $13,807.38
        UNKNW                   107     0.99    30000.00        7/9/06 
        IL              2581998 73.00                   7/9/96
        60610                   43
                                        9.49%



        SALT  LAKE CITY UT      120             $8,682.98
        UNKNW                   108     1.99    10000.00        8/29/06 
        UT              2581999 79.00                   8/29/96
        84119                   36
                                        10.49%



        INDIANAP  IN            120             $6,571.49
        UNKNW                   107     0.99    31500.00        7/22/06 
        IN              2582000 80.00                   7/22/96
        46219                   11
                                        9.49%



        GOLDEN  CO              120             $2,168.51
        UNKNW                   107     2.00    14500.00        7/12/06 
        CO              2582001 80.00                   7/12/96
        80401                   42
                                        10.5%



        LAS  VEGAS NV           120             $16,837.83
        UNKNW                   107     0.99    18100.00        7/22/06 
        NV              2582002 80.00                   7/22/96
        89103                   40
                                        9.49%



        WESTCHES  IL            120             $26,400.00
        UNKNW                   107     0.99    30000.00        7/24/06 
        IL              2582003 64.00                   7/24/96
        60154                   44
                                        9.49%



        ARLINGTO  HTS IL        120             $13,500.00
        UNKNW                   108     0.99    14000.00        8/26/06 
        IL              2582004 80.00                   8/26/96
        60004                   45
                                        9.49%



        FORT  COLLINS CO        120             $37,246.01
        UNKNW                   107     2.75    38900.00        7/18/06 
        CO              2582005 90.00                   7/18/96
        80525                   37
                                        11.25%



        BELLEVIL  NJ            120             $12,460.01
        UNKNW                   106     0.99    33800.00        6/13/06 
        NJ              2582006 80.00                   6/13/96
        07109                   24
                                        9.49%





        RENO  NV
        UNKNW                   120     2.75    $18,117.89
        NV              2582007 90.00 106               18400.00        6/25/96
        89509                   31                      12:00 AM
                                        11.25%



        WASHINGT  TOWNSHIP MI   120             $31,714.71
        UNKNW                   106     2.50    34000.00        6/3/06 
        MI              2582008 90.00                   6/3/96
        48094                   34
                                        11.%



        4142  COVE LANE UNIT A 120              $19,728.59
        GLENVIEW                107     1.99    20000.00        7/15/06 
        IL              2582009 90.00                   7/15/96
        60025                   35
                                        10.49%



        HERCULES  CA            120             $14,000.00
        UNKNW                   105     3.00    14000.00        5/31/06 
        CA              2582010 90.00                   5/31/96
        94547                   43
                                        11.5%



        2455  CLAYBORN DRIVE    120             $14,504.85
        CHESTERFIELD            107     0.99    30000.00        7/31/06 
        MO              2582011 80.00                   7/31/96
        63017                   38
                                        9.49%



        REDONDO  BEACH CA       120             $29,055.45
        UNKNW                   106     2.50    30500.00        6/6/06 
        CA              2582012 90.00                   6/6/96
        90277                   42
                                        11.%



        SEA  RANCH LAKES FL     120             $94,679.29
        UNKNW                   107     1.50    96000.00        7/8/06 
        FL              2582013 76.00                   7/8/96
        33308                   25
                                        10.%



        CENTERVI  OH            120             $19,609.05
        UNKNW                   106     1.75    20000.00        6/12/06 
        OH              2582014 63.00                   6/12/96
        45459                   20
                                        10.25%



        P  O BOX 167 CC 942     120             $148,371.84
        ARSINOI MAU             107     1.50    150000.00 7/1/06 
        CA              2582015 79.00                   7/1/96
        21231                   45
                                        10.%



        LAKE  FOREST CA 120             $18,034.64
        UNKNW                   105     2.75    22100.00        5/13/06 
        CA              2582016 90.00                   5/13/96
        92630                   0
                                        11.25%



        UNION  CITY CA  120             $18,329.19
        UNKNW                   107     0.99    28000.00        7/26/06 
        CA              2582017 85.00                   7/26/96
        94587                   28
                                        9.49%





        WHITEHAL  MI
        UNKNW                   120     1.49    $59,158.43
        MI              2582018 80.00 106               100000.00 6/3/96
        49461                   31                      12:00 AM
                                        9.99%



        SCARBORO  ME            120             $3,286.24
        UNKNW                   109     0.99    50000.00        9/26/06 
        ME              2582019 75.00                   9/26/96
        04074                   35
                                        9.49%



        KALAMAZO  MI            120             $42,763.97
        UNKNW                   106     0.99    43000.00        6/20/06 
        FL              2582020 75.00                   6/20/96
        49006                   22
                                        9.49%



        EDUCATIO  DEPT MILLER HALL 120          $29,276.61
        VALPARASIO              105     0.99    30000.00        5/20/06 
        IN              2582021 30.00                   5/20/96
        46383                   0
                                        9.49%



        FORT  LAUDERDALE FL     120             $10,905.21
        UNKNW                   107     0.99    11400.00        7/22/06 
        FL              2582022 85.00                   7/22/96
        33326                   0
                                        9.49%



        BOSTON  MA              120             $34,808.67
        #                       105     1.75    43000.00        5/24/06 
        MA              2582023 80.00                   5/24/96
        02116                   0
                                        10.25%



        WATERTOW  MA            120             $40,974.97
        UNKNW                   105     0.99    41100.00        5/6/06 
        MA              2582024 80.00                   5/6/96
        02172                   0
                                        9.49%



        SAN  JOSE CA            120             $14,931.45
        UNKNW                   105     0.99    15000.00        5/13/06 
        CA              2582025 85.00                   5/13/96
        95123                   0
                                        9.49%



        REVERE  MA              120             $15,877.96
        UNKNW                   106     0.99    22000.00        6/5/06 
        MA              2582026 80.00                   6/5/96
        02151                   0
                                        9.49%



        WASHINGT  MI            120             $9,921.33
        UNKNW                   105     1.50    25000.00        5/1/06 
        MI              2582027 11.00                   5/1/96
        48094                   0
                                        10.%



        PLANTATI  FL            120             $15,327.28
        UNKNW                   106     1.99    15500.00        6/26/06 
        FL              2582028 85.00                   6/26/96
        33322                   44
                                        10.49%





        ROYAL  OAK MI
        UNKNW                   120     0.99    $6,578.58
        MI              2582029 83.00 106               10000.00        6/13/96
        48073                   0                       12:00 AM
                                        9.49%



        MACOMB  MI              120             $28,660.56
        UNKNW                   105     1.50    30000.00        5/29/06 
        MI              2582030 70.00                   5/29/96
        48044                   41
                                        10.%



        MIAMI  FL               120             $5,071.15
        UNKNW                   104     2.00    16200.00        4/29/06 
        FL              2582031 65.00                   4/29/96
        33184                   0
                                        10.5%



        ST.  LOUIS MO           120             $1,205.26
        UNKNW                   103     3.00    10200.00        3/29/06 
        MO              2582032 81.00                   3/29/96
        63146                   43
                                        11.5%



        DALLAS,  TX             120             $26,305.12
        UNKNW                   104     1.75    40000.00        4/18/06 
        CO              2582033 70.00                   4/18/96
        75287                   27
                                        10.25%



        ST.  PAUL MN            120             $15,477.56
        UNKNW                   104     0.99    15500.00        4/30/06 
        MN              2582034 64.00                   4/30/96
        55116                   43
                                        9.49%



        SCHAUMBE  IL            120             $25,900.57
        UNKNW                   104     1.99    26000.00        4/17/06 
        IL              2582035 88.00                   4/17/96
        60194                   33
                                        10.49%



        ANN  ARBOR MI           120             $4,531.09
        UNKNW                   105     0.99    15000.00        5/7/06 
        MI              2582036 66.00                   5/7/96
        48108                   0
                                        9.49%



        PRINCETO  NJ            120             $30,796.04
        UNKNW                   105     1.99    30800.00        5/31/06 
        NJ              2582037 90.00                   5/31/96
        08540                   38
                                        10.49%



        MARGATE  NJ             120             $24,800.00
        UNKNW                   105     0.99    25000.00        5/21/06 
        NJ              2582038 80.00                   5/21/96
        08402                   39
                                        9.49%



        ASPEN  CO               120             $36,521.57
        UNKNW                   104     1.75    65000.00        4/4/06 
        CO              2582039 80.00                   4/4/96
        81611                   22
                                        10.25%





        STATEN  ISLAND NY
        UNKNW                   120     0.99    $47,895.05
        NY              2582040 80.00 105               50000.00        5/9/96
        10312                   31                      12:00 AM
                                        9.49%



        CHERRY  HILL NJ 120             $13,752.89
        UNKNW                   106     0.99    15000.00        6/4/06 
        NJ              2582041 79.00                   6/4/96
        08034                   41
                                        9.49%



        CHICAGO  IL             120             $28,013.70
        UNKNW                   105     0.99    42000.00        5/10/06 
        IL              2582042 73.00                   5/10/96
        60614                   44
                                        9.49%



        DODGE  CITY KS  120             $19,892.41
        UNKNW                   106     0.99    23000.00        6/18/06 
        KS              2582043 80.00                   6/18/96
        67801                   44
                                        9.49%



        ROCHESTE  HILLS MI      120             $13,650.00
        UNKNW                   98      2.00    25000.00        10/25/05 
        MI              2582044 75.00                   10/25/95
        48309                   33
                                        10.5%



        BLOOMING  MN            120             $6,517.76
        UNKNW                   105     3.00    6600.00 5/17/06 
        MN              2582045 90.00                   5/17/96
        55438                   44
                                        11.5%



        SALISBUR  MA            120             $10,530.36
        UNKNW                   100     2.00    25500.00        12/13/05 
        MA              2582046 39.00                   12/13/95
        01952                   40
                                        10.5%



        MAILBU  CA              120             $49,021.88
        UNKNW                   102     0.99    50000.00        2/2/06 
        CA              2582047 20.00                   2/2/96
        90265                   40
                                        9.49%



        FENTON  MI              120             $20,662.27
        UNKNW                   104     1.75    30000.00        4/2/06 
        MI              2582048 65.00                   4/2/96
        48430                   43
                                        10.25%



        WOOD  DALE IL           120             $27,198.54
        UNKNW                   104     0.99    30000.00        4/12/06 
        IL              2582049 71.00                   4/12/96
        60191                   37
                                        9.49%



        BRIGHTON  MI            120             $36,269.95
        UNKNW                   103     1.50    46000.00        3/11/06 
        MI              2582050 80.00                   3/11/96
        48116                   44
                                        10.%





        MONTROSE  NY
        UNKNW                   120     0.99    $16,623.67
        NY              2582051 80.00 105               16800.00        5/1/96
        10548                   25                      12:00 AM
                                        9.49%



        FARMINGT  HILLS MI      120             $22,930.32
        UNKNW                   103     1.50    55000.00        3/19/06 
        MI              2582052 80.00                   3/19/96
        48336                   26
                                        10.%



        DAYTON  NJ              120             $21,896.70
        UNKNW                   104     0.99    23700.00        4/10/06 
        NJ              2582053 80.00                   4/10/96
        08810                   31
                                        9.49%



        CHARLOTT  NC            120             $13,200.48
        UNKNW                   104     0.99    15600.00        4/10/06 
        NC              2582054 80.00                   4/10/96
        28209                   23
                                        9.49%



        NAPLES  FL              120             $74,576.62
        UNKNW                   104     1.00    100000.00 4/1/06 
        FL              2582055 49.00                   4/1/96
        33999                   45
                                        9.5%



        INDEPEND  TOWNSHI MI    120             $12,773.71
        UNKNW                   103     2.00    50000.00        3/26/06 
        MI              2582056 63.00                   3/26/96
        48346                   24
                                        10.5%



        SAN  FRANCISCO CA       120             $17,179.31
        UNKNW                   96      2.00    17500.00        8/16/05 
        CA              2582057 80.00                   8/16/95
        94107                   43
                                        10.5%



        LOCKPORT  NY            120             $28,094.60
        UNKNW                   95      1.50    28200.00        7/31/05 
        NY              2582058 80.00                   7/31/95
        14094                   23
                                        10.%



        NEW  YORK, NY           120             $24,300.00
        UNKNW                   96      2.00    25000.00        8/9/05 
        NY              2582059 78.00                   8/9/95
        10013                   44
                                        10.5%



        FARMINGT  HILLS MI      120             $85,000.00
        UNKNW                   95      1.25    86000.00        7/31/05 
        MI              2582060 90.00                   7/31/95
        48335                   30
                                        9.75%



        APPLE  VALLEY MN        120             $26,050.00
        UNKNW                   96      2.50    26100.00        8/25/05 
        MN              2582061 90.00                   8/25/95
        55124                   31
                                        11.%





        MAPLE  GLEN PA
        UNKNW                   120     1.75    $44,774.05
        PA              2582062 78.00 97                47000.00        9/18/95
        19002                   32                      12:00 AM
                                        10.25%



        TONAWAND  NY            120             $89,671.49
        UNKNW                   99      1.50    96000.00        11/7/05 
        NY              2582063 80.00                   11/7/95
        14151                   37
                                        10.%



        ROCHESTE  HILLS MI      120             $9,809.15
        UNKNW                   100     1.75    10000.00        12/21/05 
        MI              2582064 80.00                   12/21/95
        48309                   35
                                        10.25%



        GRAND  BLANC MI 120             $29,500.00
        UNKNW                   99      2.50    49500.00        11/30/05 
        MI              2582065 90.00                   11/30/95
        48439                   42
                                        11.%



        CHICAGO  IL             120             $20,136.16
        UNKNW                   100     1.50    21000.00        12/8/05 
        IL              2582066 80.00                   12/8/95
        60614                   31
                                        10.%



        EL  CAJON CA            120             $15,143.19
        UNKNW                   99      3.00    15200.00        11/8/05 
        CA              2582067 90.00                   11/8/95
        92020                   32
                                        11.5%



        BILLINGS  MT            120             $48,743.85
        UNKNW                   99      1.75    53600.00        11/7/05 
        MT              2582068 80.00                   11/7/95
        59102                   38
                                        10.25%



        STERLING  HEIGHTS MI    120             $21,512.54
        UNKNW                   98      1.75    24300.00        10/5/05 
        MI              2582069 80.00                   10/5/95
        48310                   10
                                        10.25%



        CLINTON  TOWNSHIP, MI. 180              $27,512.83
        UNKNW                   146     1.50    35000.00        10/14/09 
        MI              2582070 63.00                   10/14/94
        48036                   45
                                        10.%



        ST.  JAMES, NY  120             $18,119.19
        UNKNW                   87      3.00    18000.00        11/30/04 
        NY              2582071 90.00                   11/30/94
        11780                   36
                                        11.5%



        APT.  403               180             $39,200.00
        MARCO ISLAND,           148     1.50    40000.00        12/2/09 
        FL              2582072 48.00                   12/2/94
        33937                   44
                                        10.%





        UNIT  M-3
        JACKSONVILLE            120     1.75    $23,813.30
        NC              2582073 20.00 88                25000.00        12/6/94
        32256                   43                      12:00 AM
                                        10.25%



        FORT  COLLINS, CO       180             $20,040.20
        UNKNW                   151     1.75    25000.00        3/2/10 
        CO              2582074 74.00                   3/2/95
        80525                   44
                                        10.25%



        CAMPBELL  CA            120             $1,091.78
        UNKNW                   91      3.00    18000.00        3/15/05 
        CA              2582075 88.00                   3/15/95
        95008                   36
                                        11.5%



        HADDONFI  , NJ  180             $67,898.36
        UNKNW                   153     1.50    78000.00        5/2/10 
        NJ              2582076 65.00                   5/2/95
        08033                   41
                                        10.%



        FARMINGT  HILLS, MI     120             $10,237.77
        UNKNW                   94      1.75    31900.00        6/15/05 
        MI              2582077 80.00                   6/15/95
        48334                   34
                                        10.25%



        OAKDALE,  MN            120             $9,567.61
        UNKNW                   94      2.00    25000.00        6/19/05 
        MN              2582078 49.00                   6/19/95
        55128                   38
                                        10.5%



        WOODSBUR  MN            120             $23,269.93
        UNKNW                   95      2.00    26600.00        7/31/05 
        MN              2582079 80.00                   7/31/95
        55125                   37
                                        10.5%



        HOLLIS  NH              120             $18,584.20
        UNKNW                   96      2.00    42600.00        8/7/05 
        NH              2582080 65.00                   8/7/95
        03049                   25
                                        10.5%



        WASHINGT  CROSSING PA   120             $30,281.64
        UNKNW                   96      1.75    32000.00        8/4/05 
        PA              2582081 80.00                   8/4/95
        18977                   41
                                        10.25%



        HAZEL  CREST IL 120             $13,888.20
        UNKNW                   95      2.00    14400.00        7/13/05 
        IL              2582082 90.00                   7/13/95
        60429                   25
                                        10.5%



        HOLMDEL  NJ             120             $18,985.48
        UNKNW                   116     0.99    30000.00        4/23/07 
        NJ              2582083 79.00                   4/23/97
        07733                   0
                                        7.5%





        30628  RAMBLEWOOD
        FARMINGTON              120     0.99    $18,121.14
        MI              2582084 80.00 116               35000.00        4/23/97
        48331                   0                       12:00 AM
                                        7.5%



        1844  CAMINITO ASCUA    120             $19,662.91
        LA JOLLA                116     0.99    20000.00        4/25/07 
        CA              2582085 77.00                   4/25/97
        92037                   0
                                        7.5%



        2735  ASPEN RIDGE DR.   120             $30,800.00
        ANN ARBOR               116     1.99    30800.00        4/25/07 
        MI              2582086 90.00                   4/25/97
        48103                   0
                                        7.5%



        HASLETT  MI             120             $21,873.40
        UNKNW                   116     0.99    25000.00        4/28/07 
        MI              2582087 72.00                   4/28/97
        48840                   0
                                        7.5%



        DUBLIN  CA              120             $13,129.03
        UNKNW                   116     0.99    15400.00        4/29/07 
        CA              2582088 80.00                   4/30/97
        94568                   0
                                        7.5%



        130  BELLAIRE AVENUE   #305 120         $10,915.16
        DAYTON                  116     0.99    12000.00        4/30/07 
        OH              2582089 80.00                   4/30/97
        45420                   0
                                        7.5%



        CARDIFF  BY THE SEA CA 119              $18,700.00
        UNKNW                   116     1.99    18700.00        4/30/07 
        CA              2582090 90.00                   5/12/97
        92007                   0
                                        7.5%



        18274  BLUE HERON DRIVE W 120           $10,163.82
        NORTHVILLE              117     0.99    40000.00        5/13/07 
        MI              2582091 58.00                   5/13/97
        48167                   0
                                        7.5%



        NEW  YORK NY            120             $18,887.29
        UNKNW                   117     1.99    19500.00        5/15/07 
        NY              2582092 87.00                   5/15/97
        10017                   0
                                        7.5%



        LUDLOW  VT              120             $48,749.47
        UNKNW                   117     0.99    51100.00        5/5/07 
        VT              2582093 80.00                   5/5/97
        05149                   0
                                        7.5%



        OAK  PARK IL            120             $7,564.58
        UNKNW                   117     1.99    11700.00        5/15/07 
        IL              2582094 90.00                   5/17/97
        60302                   0
                                        7.5%





        FREEHOLD  NJ
        UNKNW                   120     1.99    $14,000.00
        NJ              2582095 90.00 116               14000.00        4/4/97
        07728                   0                       12:00 AM
                                        7.5%



        SAN  JOSE CA            120             $45,826.26
        UNKNW                   116     0.99    46100.00        4/7/07 
        CA              2582096 80.00                   4/7/97
        95134                   0
                                        7.5%



        BRIGHTON  MI            120             $66,225.54
        UNKNW                   116     0.99    100000.00 4/10/07 
        MI              2582097 40.00                   4/10/97
        48116                   0
                                        7.5%



        152  MAPLEWOOD COURT    120             $20,712.87
        EDISON                  116     0.99    25000.00        4/12/07 
        NJ              2582098 52.00                   4/12/97
        08820                   0
                                        7.5%



        6662  ALTA DRIVE        120             $26,000.00
        BRIGHTON                116     1.99    26000.00        4/14/07 
        MI              2582099 90.00                   4/14/97
        48116                   0
                                        7.5%



        182  ASTER COURT        120             $26,337.22
        WHITEHOUSE              116     1.99    39000.00        4/16/07 
        NJ              2582100 90.00                   4/16/97
        08889                   0
                                        7.5%



        4670  PINE GROVE DRIVE 120              $11,007.36
        DELRAY BEACH            116     0.99    12000.00        4/17/07 
        FL              2582101 73.00                   4/17/97
        33445                   0
                                        7.5%



        14  1/2 FAIRVIEW AVENUE 120             $19,000.00
        NORWALK         116     1.99    21000.00        4/17/07 
        CT              2582102 90.00                   4/18/97
        06850                   0
                                        7.5%



        TAMPA  FL               120             $8,974.03
        UNKNW                   116     1.99    10000.00        4/17/07 
        FL              2582103 89.00                   4/18/97
        33615                   0
                                        7.5%



        166-  A ALTA STREET     120             $19,906.31
        ARCADIA         116     0.99    20500.00        4/11/07 
        CA              2582104 74.00                   4/17/97
        91006                   0
                                        7.5%



        MIAMI  FL               120             $16,752.40
        UNKNW                   116     1.99    19000.00        4/21/07 
        FL              2582105 85.00                   4/21/97
        33183                   0
                                        7.5%





        5837  W EVANS DRIVE
        GLENDALE                120     0.99    $25,282.00
        AZ              2582106 81.00 116               28800.00        4/21/97
        85306                   0                       12:00 AM
                                        7.5%



        NORTH  WOODSTOCK NH     120             $3,458.35
        UNKNW                   115     0.99    10500.00        3/4/07 
        NH              2582107 69.00                   3/4/97
        03262                   20
                                        7.5%



        9585  S. CHERRYVALE DR 120              $14,411.73
        LITTLETON               115     0.99    14500.00        3/4/07 
        CO              2582108 75.00                   3/4/97
        80126                   42
                                        7.5%



        1331  PARK AVENUE SW, #1408 120         $1,794.22
        ALBUQUERQUE             115     0.99    52700.00        3/4/07 
        NM              2582109 80.00                   3/4/97
        87102                   37
                                        7.5%



        5093  LA CUENTA DRIVE   120             $13,489.06
        SAN DIEGO               115     1.99    13700.00        3/5/07 
        CA              2582110 90.00                   3/5/97
        92124                   42
                                        7.5%



        INDIALAN  FL            120             $8,800.00
        UNKNW                   115     0.99    14800.00        3/18/07 
        FL              2582111 80.00                   3/18/97
        32903                   0
                                        7.5%



        1659  COVINGTON ROAD    120             $21,293.25
        YARDLEY         115     0.99    25000.00        3/21/07 
        PA              2582112 79.00                   3/21/97
        19067                   0
                                        7.5%



        ELMHURST  IL            120             $13,046.11
        UNKNW                   115     0.99    15000.00        3/24/07 
        IL              2582113 48.00                   3/24/97
        60126                   0
                                        7.5%



        7  CAMBRIDGE PARK       120             $46,663.72
        FRANKENMUTH             115     0.99    52300.00        3/25/07 
        MI              2582114 85.00                   3/25/97
        48734                   0
                                        7.5%



        25775  LARAMIE DRIVE    120             $31,269.41
        NOVI                    115     1.99    33900.00        3/28/07 
        MI              2582115 90.00                   3/28/97
        48374                   0
                                        7.5%



        EDISON  NJ              120             $23,044.58
        UNKNW                   115     0.99    30100.00        3/28/07 
        NJ              2582116 80.00                   3/28/97
        08820                   0
                                        7.5%





        53  ALDERWOOD DRIVE
        STRATHAM                120     1.99    $29,363.86
        NH              2582117 90.00 115               29400.00        3/31/97
        03885                   0                       12:00 AM
                                        7.5%



        WALL  NJ                120             $23,650.00
        UNKNW                   116     1.99    23700.00        4/2/07 
        NJ              2582118 90.00                   4/2/97
        07719                   0
                                        7.5%



        526  E. CHURCH STREET   120             $24,132.50
        SANTA MARIA             115     0.99    25000.00        3/25/07 
        CA              2582119 55.00                   3/26/97
        93454                   0
                                        7.5%



        63  BERKLEY STREET      120             $15,032.98
        TAUNTON         115     0.99    16400.00        3/19/07 
        MA              2582120 79.00                   3/31/97
        02780                   0
                                        7.5%



        3513  NORTH MARSHFIELD  120             $16,500.00
        CHICAGO         116     0.99    35000.00        4/4/07 
        IL              2582121 68.00                   4/4/97
        60657                   0
                                        7.5%



        20  GREEN STREET        120             $34,945.84
        MILFORD         117     0.99    35000.00        5/15/07 
        MA              2582122 78.00                   5/15/97
        01757                   0
                                        7.5%



        140  BEACHWOOD DRIVE    120             $24,780.35
        POTOWOMUT               117     0.99    25000.00        5/6/07 
        RI              2582123 33.00                   5/6/97
        02818                   0
                                        7.5%



        12212  PARADISE VILLAGE 120             $9,663.69
        PARKWAY                 114     1.99    25700.00        2/11/07 
        AZ              2582124 90.00                   2/11/97
        85032                   28
                                        7.5%



        WOODLAND  HILLS CA      120             $34,451.35
        UNKNW                   114     0.99    35000.00        2/12/07 
        CA              2582125 68.00                   2/12/97
        91367                   50
                                        7.5%



        NEW  YORK NY            120             $28,980.66
        UNKNW                   114     0.99    30000.00        2/14/07 
        NY              2582126 70.00                   2/14/97
        10016                   39
                                        7.5%



        SAN  BRUNO CA           120             $29,771.84
        UNKNW                   114     0.99    50000.00        2/25/07 
        CA              2582127 56.00                   2/25/97
        94066                   0
                                        7.5%





        200  WINSTON DRIVE
        CLIFFSIDE PARK  120     1.99    $49,040.56
        NJ              2582128 90.00 114               50000.00        2/25/97
        07010                   41                      12:00 AM
                                        7.5%



        21310  PARK PLACE       120             $26,459.49
        CLINTON                 114     0.99    62400.00        2/26/07 
        MI              2582129 80.00                   2/26/97
        48038                   35
                                        7.5%



        BUILDING  6             120             $9,432.56
        PLAYA DEL REY           114     0.99    18700.00        2/27/07 
        CA              2582130 85.00                   2/27/97
        90293                   39
                                        7.5%



        LONGHILL  ROAD  120             $16,535.99
        HIGHLAND MILLS          110     0.00    60000.00        10/16/06 
        NY              2582131 80.00                   10/16/96
        10930                   31
                                        8.5%



        938  & 938.5 ALABAMA STREET 120         $16,694.94
        SAN FRANCISCO           112     1.99    16800.00        12/5/06 
        CA              2582132 85.00                   12/5/96
        94110                   45
                                        10.49%



        114  EMERY STREET       120             $19,994.61
        PORTLAND                112     0.99    20000.00        12/17/06 
        ME              2582133 73.00                   12/17/96
        04102                   40
                                        9.49%



        BELGRADE  ME            120             $18,091.52
        UNKNW                   111     3.00    18100.00        11/18/06 
        ME              2582134 90.00                   11/18/96
        04917                   43
                                        11.5%



        31  FAIRFIELD STREET    120             $25,426.90
        WATERTOWN               111     1.99    27000.00        11/26/06 
        MA              2582135 83.00                   11/26/96
        02172                   44
                                        10.49%



        6744  SHAWNEE ROAD      120             $48,763.65
        NORTH                   112     0.99    50000.00        12/6/06 
        NY              2582136 47.00                   12/6/96
        14120                   25
                                        9.49%



        35  LAFAYETTE ST.       120             $24,149.38
        ARLINGTON               112     3.00    24200.00        12/13/06 
        MA              2582137 90.00                   12/13/96
        02174                   35
                                        11.5%



        425  PLEASANT ST.       120             $27,337.02
        MELROSE         112     0.99    40600.00        12/17/06 
        MA              2582138 80.00                   12/17/96
        02176                   24
                                        9.49%





        617-619  W THIRD STREET
        HAZLETON                120     3.00    $12,900.00
        PA              2582139 90.00 116               12900.00        4/9/97
        18201                   0                       12:00 AM
                                        11.5%



        HOWELL  MI              180             $27,798.93
        UNKNW                   98      1.50    32000.00        10/22/05 
        MI              2582140 76.00                   10/22/90
        48843                   36
                                        10.%



        BRONX  NY               180             $46,450.37
        UNKNW                   121     1.75    100000.00 9/10/07 
        NY              2582141 67.00                   9/10/92
        10469                   42
                                        10.25%



        PHILADEL  PA            180             $9,618.56
        UNKNW                   131     2.00    25000.00        7/16/08 
        PA              2582142 50.00                   7/16/93
        19111                   26
                                        10.5%



        SPENCERP  NY            180             $16,783.43
        UNKNW                   136     2.00    25000.00        12/7/08 
        NY              2582143 56.00                   12/7/93
        14559                   40
                                        10.5%



        FRAMINGH  MA            120             $1,167.75
        UNKNW                   108     2.00    13400.00        8/15/06 
        MA              2582144 80.00                   8/15/96
        01701                   35
                                        10.5%



        3128  MASON WAY 120             $28,559.10
        MODESTO         108     0.99    33600.00        8/8/06 
        CA              2582145 80.00                   8/8/96
        95355                   33
                                        9.49%



        157  PROSPECT AVENUE    120             $41,074.46
        SAN FRANCISCO           108     2.75    50000.00        8/15/06 
        CA              2582146 87.00                   8/15/96
        94110                   28
                                        11.25%



        40  UPLAND ROAD 120             $24,160.95
        WINTHROP                108     2.00    29700.00        8/23/06 
        MA              2582147 80.00                   8/23/96
        02152                   32
                                        10.5%



        4564  40TH STREET       120             $36,985.22
        SAN DIEGO               109     0.99    46000.00        9/6/06 
        CA              2582148 80.00                   9/6/96
        92116                   43
                                        9.49%



        PEORIA  IL              120             $3,972.40
        UNKNW                   109     0.99    17000.00        9/30/06 
        IL              2582149 81.00                   9/30/96
        61603                   33
                                        9.49%





        39  PLEASANT STREET
        LUDLOW          120     0.99    $39,972.65
        VT              2582150 61.00 110               40000.00        10/31/96
        05149                   37                      12:00 AM
                                        9.49%



        45  COOLIDGE ROAD       120             $14,955.46
        SPRINGFIELD             109     2.00    15000.00        9/13/06 
        VT              2582151 80.00                   9/13/96
        05156                   39
                                        10.5%



        BUFFALO  NY             120             $16,296.73
        UNKNW                   110     0.99    50000.00        10/14/06 
        NY              2582152 75.00                   10/14/96
        14207                   14
                                        9.49%



        4625  BRUMMEL ST.       120             $15,543.45
        SKOKIE                  110     2.00    50000.00        10/16/06 
        IL              2582153 43.00                   10/16/96
        60076                   42
                                        10.5%



        2580  ROBINSON AVENUE   120             $42,925.77
        SANTA CLARA             111     0.99    95000.00        11/5/06 
        CA              2582154 62.00                   11/5/96
        95051                   22
                                        9.49%



        101-48  107TH STREET    120             $27,873.16
        RICHMOND HILL           110     0.99    28000.00        10/30/06 
        NY              2582155 85.00                   10/30/96
        11417                   45
                                        9.49%



        FELTON  CA              120             $15,936.65
        UNKNW                   105     3.00    34400.00        5/14/06 
        CA              2582156 90.00                   5/14/96
        95018                   29
                                        11.5%



        PATERSON  NJ            120             $31,563.11
        UNKNW                   105     1.75    31600.00        5/30/06 
        NJ              2582157 76.00                   5/30/96
        07502                   42
                                        10.25%



        BROOKLYN  NY            120             $15,037.50
        UNKNW                   105     3.00    15000.00        5/1/06 
        NY              2582158 90.00                   5/1/96
        11203                   42
                                        11.5%



        JERSEY  CITY NJ 120             $21,019.38
        UNKNW                   105     3.00    21000.00        5/14/06 
        NJ              2582159 87.00                   5/14/96
        07307                   37
                                        11.5%



        MALDEN  MA              120             $39,970.45
        UNKNW                   106     1.99    40000.00        6/10/06 
        MA              2582160 84.00                   6/10/96
        02148                   38
                                        10.49%





        JAMAICA  PLAIN MA
        UNKNW                   120     1.75    $45,445.69
        MA              2582161 72.00 106               50000.00        6/14/96
        02130                   41                      12:00 AM
                                        10.25%



        23525  EMERALD STREET   120             $42,992.36
        EUGENE                  107     0.99    44000.00        7/10/06 
        OR              2582162 71.00                   7/10/96
        97405                   44
                                        9.49%



        BUFFALO  NY             120             $17,963.22
        UNKNW                   105     1.75    25000.00        5/31/06 
        NY              2582163 72.00                   5/31/96
        14221                   30
                                        10.25%



        CRANFORD  NJ            120             $2,909.11
        UNKNW                   107     1.99    25000.00        7/25/06 
        NJ              2582164 85.00                   7/25/96
        07016                   34
                                        10.49%



        396  TYSENS LANE        120             $43,156.79
        STATEN ISLAND           108     0.99    75000.00        8/13/06 
        NY              2582165 72.00                   8/13/96
        10306                   24
                                        9.49%



        SAN  FRANCISCO CA       120             $45,999.98
        UNKNW                   106     2.75    46000.00        6/24/06 
        CA              2582166 90.00                   6/24/96
        94114                   0
                                        11.25%



        UNION  CITY NJ  120             $23,374.24
        UNKNW                   107     0.99    24000.00        7/30/06 
        NJ              2582167 75.00                   7/30/96
        07087                   43
                                        9.49%



        62  SECOND STREET       120             $9,795.95
        GENESEO         108     0.99    32500.00        8/12/06 
        NY              2582168 80.00                   8/12/96
        14454                   28
                                        9.49%



        3139  28TH AVENUE SOUTH 120             $36,498.41
        MINNEAPOLIS             115     0.99    42000.00        3/3/07 
        MN              2582169 57.00                   3/3/97
        55406                   37
                                        7.5%



        BERGENFI  NJ            120             $16,229.81
        UNKNW                   115     1.99    27000.00        3/6/07 
        NJ              2582170 83.00                   3/6/97
        07621                   35
                                        7.5%



        1717  S 700 EAST        120             $16,493.48
        MARION                  115     0.99    30000.00        3/31/07 
        IN              2582171 50.00                   3/31/97
        46953                   0
                                        7.5%





        510  DONALD DRIVE
        HAMILTON                120     1.99    $40,651.30
        NJ              2582172 90.00 116               41000.00        4/2/97
        08619                   0                       12:00 AM
                                        7.5%



        125  BRACEWELL AVENUE   120             $12,465.71
        NORTH ADAMS             116     1.99    13100.00        4/16/07 
        MA              2582173 90.00                   4/16/97
        01247                   0
                                        7.5%



        151  WHITTIER LANE      120             $26,305.56
        HAYWARD         117     0.99    55000.00        5/6/07 
        CA              2582174 75.00                   5/9/97
        94544                   0
                                        7.5%



        41  SPRUCE STREET       120             $22,336.60
        ELMWOOD PARK            117     0.99    30000.00        5/9/07 
        NJ              2582175 80.00                   5/9/97
        07407                   0
                                        7.5%



        MINNEAPO  MN            120             $19,950.81
        UNKNW                   117     1.99    27300.00        5/6/07 
        MN              2582176 90.00                   5/6/97
        55408                   0
                                        7.5%



        RR  1 BOX 187 RIVER ROAD 120            $22,659.93
        PORT LEYDEN             117     0.99    22900.00        5/15/07 
        NY              2582177 80.00                   5/15/97
        13433                   0
                                        7.5%



        SANTA  CLARA, CA.       180             $19,073.63
        UNKNW                   148     2.00    25000.00        12/13/09 
        CA              2582178 70.00                   12/13/94
        95050                   41
                                        10.5%



        CHICAGO,  IL            180             $27,800.00
        UNKNW                   149     2.00    30000.00        1/10/10 
        IL              2582179 25.00                   1/10/95
        60618                   19
                                        10.5%



        CLIFFSID  PARK, NJ      180             $64,217.52
        UNKNW                   152     1.50    70000.00        4/3/10 
        NJ              2582180 75.00                   4/3/95
        07010                   44
                                        10.%



        EL  SORBRANTE, CA       120             $26,441.67
        UNKNW                   93      1.75    50000.00        5/10/05 
        CA              2582181 50.00                   5/10/95
        94803                   43
                                        10.25%



        DETROIT,  MI.           120             $35,882.79
        UNKNW                   94      1.50    36000.00        6/14/05 
        MI              2582182 80.00                   6/14/95
        48267                   27
                                        10.%





        NEWARK  NJ
        UNKNW                   120     2.00    $25,000.00
        NJ              2582183 51.00 102               25000.00        2/23/96
        07106                   40                      12:00 AM
                                        10.5%



        NEWARK  DE              120             $29,989.00
        UNKNW                   104     0.99    30000.00        4/11/06 
        PA              2582184 79.00                   4/11/96
        19714                   16
                                        9.49%



        CARLSTAD  NJ            120             $24,675.99
        UNKNW                   104     0.99    25000.00        4/5/06 
        NJ              2582185 50.00                   4/5/96
        07072                   44
                                        9.49%



        WATERTOW  NY            120             $8,044.07
        UNKNW                   105     0.99    30000.00        5/16/06 
        NY              2582186 74.00                   5/16/96
        13601                   27
                                        9.49%



        RIVER  EDGE NJ  120             $14,860.93
        UNKNW                   103     2.00    16000.00        3/12/06 
        NJ              2582187 80.00                   3/12/96
        07661                   44
                                        10.5%



        PATERSON  NJ            120             $14,195.24
        UNKNW                   104     2.00    15000.00        4/5/06 
        NJ              2582188 80.00                   4/5/96
        07513                   32
                                        10.5%



        6269  GC MARGRATEN      120             $9,943.17
        UNKNW                   105     3.00    10000.00        5/6/06 
        IA              2582189 85.00                   5/6/96
        00000                   40
                                        11.5%



        EAST  ORANGE NJ 120             $19,543.12
        UNKNW                   104     2.00    20000.00        4/26/06 
        NJ              2582190 27.00                   4/26/96
        07017                   44
                                        10.5%



        CARDIFF  CA             120             $49,198.65
        UNKNW                   104     2.75    50000.00        4/15/06 
        CA              2582191 90.00                   4/15/96
        92007                   47
                                        11.25%



        PROVIDEN  RI            120             $22,775.49
        UNKNW                   104     0.99    22900.00        4/25/06 
        RI              2582192 80.00                   4/25/96
        02908                   45
                                        9.49%



        PHILADEL  PA            120             $11,213.08
        UNKNW                   105     0.99    12000.00        5/30/06 
        PA              2582193 78.00                   5/30/96
        19146                   41
                                        9.49%





        WILOWSPR  IL
        UNKNW                   180     1.75    $15,793.27
        IL              2582194 75.00 135               68500.00        11/13/93
        60480                   22                      12:00 AM
                                        10.25%



        CARMEL  IN              180             $10,055.02
        UNKNW                   135     2.00    62500.00        11/12/08 
        IN              2582195 74.00                   11/12/93
        46032                   31
                                        10.5%





                        2582196



                           
[TPW:  NY01:0343093.05]  16069-00000  08/26/97  12:25PM

<PAGE>


                                                      -2-


                                    EXHIBIT 2


                                                       OFFICER'S CERTIFICATE

                  I, _______________,  hereby certify that I am the duly elected
_____________________  of GMAC  Mortgage  Corporation  ("Designated  Seller")  a
corporation  organized  under the laws of the  State of  ________,  and  further
certify as follows:

                  1. Attached  hereto as Exhibit A is a true and correct copy of
         the Charter and By-laws of the Designated  Seller,  all of which are in
         full force and effect on the date hereof.  Attached hereto as Exhibit B
         is a  Certificate  of Good  Standing,  dated  __________.  No event has
         occurred  since  _________  which has affected the good standing of the
         Designated Seller under the laws of the State of ________.

                  2.  There are no  actions,  suits or  proceedings  pending  or
         threatened   against  or  affecting  the  Designated  Seller  which  if
         adversely   determined,   individually  or  in  the  aggregate,   would
         materially  adversely affect the Designated Seller's  obligations under
         the Designated Seller's Agreement dated  _____________________ __, 1997
         between  the  Designated   Seller  and  Residential   Funding  Mortgage
         Securities II, Inc. (the  "Purchaser"),  or the Underwriting  Agreement
         dated  _________________________  __, 1997 among the Designated Seller,
         the Purchaser and ___________________ (collectively, the "Agreements").

                  3. Each  person who,  as an officer or  representative  of the
         Designated  Seller,  signed  the  Agreements  and  any  other  document
         delivered  prior  hereto or on the date hereof in  connection  with the
         transactions  described in the Agreements was, at the respective  times
         of such signing and  delivery,  and is now,  duly elected or appointed,
         qualified  and  acting  as  such  officer  or  representative,  and the
         signatures  of such  persons  appearing  on such  documents  are  their
         genuine signatures.

                  4.  All  of  the  Designated   Seller's   representations  and
         warranties  contained in the  Agreements are true and correct as of the
         respective  dates  thereof  and are true and  correct  in all  material
         respects  as of the  Closing  Date,  and no  event  of  default  in the
         performance of any of the Designated  Seller's  covenants or agreements
         under the Agreements  has occurred and is continuing,  nor has an event
         occurred  which with the passage of time or notice or both would become
         such an event of default.

                  5. With respect to its transfer of the Mortgage  Loans and the
         transactions contemplated by the Agreements,  the Designated Seller has
         complied in all respects  with all the  agreements by which it is bound
         and has satisfied in all respects all the  conditions on its part to be
         performed or satisfied prior to the Closing Date.


[TPW:  NY01:0343093.05]  16069-00000  08/26/97  12:25PM

<PAGE>


                                                      -3-

                  6. The statements contained in the Prospectus Supplement dated
         August__,  1997 under the caption "Description of the Mortgage Pool" to
         the extent such  statements  are based upon  information  regarding the
         Mortgage  Loans (as defined in the Designated  Seller's  Agreement) and
         under the captions  ["Servicing of Revolving Credit  Loans--Delinquency
         and Loss Experience of the Master Servicer's  Portfolio,"  "Description
         of the Servicing Agreement--The Master Servicer" and in the subsections
         entitled  "Master  Servicer" and "The Mortgage  Pool" under the caption
         entitled  "Summary"]  or elsewhere in the  Prospectus  Supplement  with
         respect to the  subjects  discussed  under such  captions  furnished or
         approved by the Designated  Seller is true and accurate in all material
         respects and does not contain any untrue  statement of a material  fact
         or omit to state a  material  fact  necessary  to make  the  statements
         therein not misleading.

                  7.  Attached  hereto as Exhibit C is a certified  true copy of
         the resolutions of the Board of Directors of the Designated Seller with
         respect to the sale of the Mortgage  Loans  subject to the  Agreements,
         and the same are in full force and  effect  and have not been  revoked,
         repealed or amended.

     8.  Attached  hereto  as  Exhibit  D is a true  and  complete  copy of each
certificate or other evidence of merger or change of name,  signed or stamped by
the applicable regulatory authority.

                  9. The representations  and warranties  contained in paragraph
         (b) of  Section 4 of the  Designated  Seller's  Agreement  are true and
         correct as of the Closing Date and the Designated Seller's  obligations
         to cure any breaches  thereof and to repurchase or effect  substitution
         of any  Mortgage  Loan as to  which  such  breaches  are not  cured  as
         described  in such  exhibits  are  enforceable  against the  Designated
         Seller in accordance with its terms (subject to bankruptcy  insolvency,
         reorganization,   receivership   or  moratorium,   other  similar  laws
         effecting  the rights of  creditors  generally  and by  general  equity
         principles).  The Designated  Seller  acknowledges  and consents to the
         assignment  pursuant  to the  Designated  Seller's  Agreement  of  such
         representations  and warranties and related rights to the Owner Trustee
         for the benefit of Certificateholders.

         IN WITNESS WHEREOF, I have hereunto signed my name and affixed the seal
of the Designated Seller.

Dated:  _________________, 1997

                                                   

                                      Name:
                                            Title:

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                                                      -4-





                  I,  ,  a  [Assistant]  Secretary  of  ,  hereby  certify  that
_______________________    is   the   duly   elected,   qualified   and   acting
________________ of the Designated Seller and that the signature appearing above
is [her] [his] genuine signature.

                  IN WITNESS WHEREOF, I have hereunto signed my name.

Dated:  _________________, 1997

                                                 


                                      Name:
                                     Title:   [Assistant] Secretary

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                                                      -1-


                                      EXHIBIT 3



                                   RESOLUTION

             [To be supplied by __________________________________.]




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                                                      -1-

                                                          EXHIBIT 4





                                                              August __, 1997


Residential Funding Mortgage
  Securities II, Inc.
8400 Normandale Lake Boulevard
Minneapolis, Minnesota 55432

Standard & Poor's Ratings Services
26 Broadway - 10th Floor
New York, New York  10004

Moody's Investors Service, Inc.
99 Church Street
New York, New York  10007

                           Re:      Home Equity Loan-Backed Term Notes
                                    Series 1997-GMACM4

Dear Sirs:

         I have acted as counsel to GMAC Mortgage  Corporation  (the "Designated
Seller"), a ________ corporation,  in connection with the execution and delivery
by the  Designated  Seller of the  Designated  Seller's  Agreement  ("Designated
Seller's  Agreement")  between the  Designated  Seller and  Residential  Funding
Mortgage    Securities    II,    Inc.    (the    "Purchaser")    dated   as   of
___________________________    __,   1997   and   the   Underwriting   Agreement
("Underwriting   Agreement")  among  the  Designated   Seller,   the  Purchaser,
____________________________     and    ___________________    dated    as    of
_______________________  __, 1997.  The  Designated  Seller's  Agreement and the
Underwriting  Agreement are collectively  referred to as the "Agreements".  This
opinion is being  delivered to you pursuant to Section 6.02(g) of the Designated
Seller's Agreement. Capitalized terms used but not defined herein shall have the
meanings ascribed to them in the Agreements.

         As to matters of fact material to this opinion, I have relied,  without
independent  investigation,  on (i) the  representations  and  warranties of the
Designated Seller in the Agreements,  (ii) relevant  resolutions of the Board of
Directors of the Designated Seller and

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                                                      -2-

certificates  of  responsible  officers  of  the  Designated  Seller  and  (iii)
certificates of public officials.

         I have  examined  and  relied on  originals  or  copies,  certified  or
otherwise identified to my satisfaction, of the certificate of incorporation and
by-laws of the Designated Seller, records of proceedings taken by the Designated
Seller and such other corporate  documents and records of the Designated Seller,
and have made such other investigations,  as I have deemed relevant or necessary
for  the  purpose  of  this  opinion.  I  have  assumed,   without   independent
investigation,  the  genuineness  of all  signatures,  the  authenticity  of all
documents  submitted to me as originals and the conformity to original documents
of all documents submitted to me as certified, conformed or reproduction copies.

         Based on the foregoing, I am of the opinion that:

         1. The Designated Seller is a corporation  validly existing and in good
standing under the laws of the State of ________ and is duly  authorized and has
full  power  and  authority  to  transact  the  business   contemplated  by  the
Agreements,  and to execute,  deliver and comply with its obligations  under the
Agreements,  the  execution,  delivery and  performance  of which have been duly
authorized  by all  necessary  corporate  action  on the part of the  Designated
Seller.

         2. The  Designated  Seller has the full power and  authority  and legal
right to own the Mortgage Loans and to transfer and convey the Mortgage Loans to
the Purchaser and has the power to engage in the  transactions  contemplated  by
the Agreements and all requisite power, authority and legal right to execute and
deliver the  Agreements  and to perform and observe the terms and  conditions of
such instruments.

         3. The  execution  and  delivery of the  Agreements  by the  Designated
Seller and the Designated Seller's  performance and compliance with the terms of
the  Agreements  do not (a)  violate  the  Designated  Seller's  certificate  of
incorporation or by-laws,  (b) violate any ________ or federal law or regulation
or, to the best of my knowledge,  any administrative decree or order known to me
to which the  Designated  Seller is subject or (c) to the best of my  knowledge,
constitute a default (or an event which,  with notice or lapse of time, or both,
would  constitute  a default)  under,  or result in the breach of, any  material
contract,  agreement  or other  instrument  known to me to which the  Designated
Seller  is a party or by which it is  bound or to which  any of its  assets  are
subject,  which  violation,  default or breach would  materially  and  adversely
affect the  Designated  Seller's  ability to perform its  obligations  under the
Agreements.

         4.  Each of the  Agreements  constitute,  assuming  due  authorization,
execution  and  delivery  by the other  parties  thereto,  the valid and binding
obligation of the Designated Seller enforceable against the Designated Seller in
accordance  with  its  terms,  except  as  enforcement  may  be  limited  by (a)
bankruptcy, insolvency,  reorganization,  moratorium or other laws affecting the
enforcement  of  creditors'  rights in general,  (b) general  equity  principles
(regardless of whether such  enforcement is considered in a proceeding in equity
or at law) and (c)

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<PAGE>


                                                      -3-

limitations of public policy under  applicable  securities  laws as to rights of
indemnity and contribution thereunder.

         5. No  consent,  approval,  authorization  or  order  of any  court  or
governmental  agency  or  body  is  required  for the  execution,  delivery  and
performance by the Designated  Seller of the Agreements or the  consummation  of
the  transactions  contemplated  by the  Agreements  except  for such  consents,
approvals, authorizations and orders (if any) that have been obtained.

         6. To the best of my current  actual  knowledge,  there are no actions,
proceedings  or  investigations  pending or  threatened  against the  Designated
Seller before any court,  administrative  agency or other tribunal (i) asserting
the invalidity of the  Agreements,  (ii) seeking to prevent the  consummation of
any of the  transactions  contemplated in the  Agreements,  or (iii) which might
materially and adversely affect the performance by the Designated  Seller of its
obligations under, or the validity or enforceability of, the Agreements.

                  I do not purport to be an expert on, or to express any opinion
concerning,  any law other than the law of the State of New York and the federal
law of the United States of America.

                  This opinion is being  delivered  only to the parties to which
it is  addressed,  and is not to be used,  quoted or relied upon by anyone other
than such parties.

                                               Very truly yours,


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

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<PAGE>


                                                      -1-





                                    EXHIBIT 5

                         FORM OF UNDERWRITING AGREEMENT



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                                                      -2-


- ------------------ COMPARISON OF HEADERS ------------------

- -HEADER 1-
 Page

- -HEADER 2-
- -v-


- ------------------ COMPARISON OF FOOTERS ------------------

- -FOOTER 1-
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- -FOOTER 2-
- -i-


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<PAGE>


                                                      -3-

- ------------------ DELETIONS ------------------

{1}  and,  (iv)  approximately  19% are  secured by real  property  improved  by
     manufactured housing

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<PAGE>





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<PAGE>


                                                     EXHIBITS
                                              (Intentionally Omitted)

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