BEAR STEARNS ASSET BACKED SECURITIES INC
8-K, 1998-09-11
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): September 9, 1998

                   BEAR STEARNS ASSET BACKED SECURITIES, INC.
                   ------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                    333-49015                  13-3836437
- ----------------------------         ------------            -------------------
(State or Other Jurisdiction         (Commission              (I.R.S. Employer
     of Incorporation)               File Number)            Identification No.)

   245 Park Avenue
  New York, New York                                                 10167
- ---------------------                                              ----------
(Address of Principal                                              (Zip Code)
  Executive Offices)

Registrant's telephone number, including area code (212) 272-4095

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



Item 5.  Other Events.
- ----     ------------

Filing of Computational Materials
- ---------------------------------

         In connection  with the proposed  offering of the GMACM  Revolving Home
Equity Loan Trust 1998-2 Home Equity Loan-Backed Term Notes,  Series 1998-2 (the
"Term Notes"), Bear, Stearns & Co. Inc., as the underwriter (the "Underwriter"),
has  prepared   certain   materials  (the  "Series  Term  Sheet"  including  the
"Computational  Materials")  for  distribution  to  their  potential  investors.
Although Bear Stearns Asset Backed Securities, Inc. (the "Company") provided the
Underwriter  with  certain  information  regarding  the  characteristics  of the
mortgage loans (the "Mortgage Loans") in the related portfolio,  the Company did
not participate in the preparation of the Computational Materials.

         For  purposes  of this Form 8-K,  Computational  Materials  shall  mean
computer  generated  tables and/or charts  displaying,  with respect to the Term
Notes, any of the following:  yield; average life; duration,  expected maturity;
interest  rate  sensitivity;   loss  sensitivity;   cash  flow  characteristics;
background  information  regarding the Mortgage Loans;  the proposed  structure;
decrement   tables;  or  similar   information   (tabular  or  otherwise)  of  a
statistical,  mathematical,  tabular or  computational  nature.  The Series Term
Sheet including Computational Materials is attached hereto as Exhibit 99.1.


Item 7.  Financial Statements, Pro Forma Financial

         Information and Exhibits.
         ------------------------

(a)      Not applicable.

(b)      Not applicable.

(c)      Exhibits:

         99.1     The Series Term Sheet including Computational Materials, filed
                  on Form 8-K dated September 9, 1998.



                                   SIGNATURES

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

                                    BEAR STEARNS ASSET BACKED
                                      SECURITIES, INC.



                                    By:   /s/ Jonathan Lieberman
                                          ------------------------------
                                                Jonathan Lieberman
                                                  Vice President



Dated:  September 9, 1998



                                  Exhibit Index
                                  -------------

Exhibit                                                                     Page
- -------                                                                     ----

99.1              The Series Term Sheet including Computational Materials, filed
                  on Form 8-K dated September 9, 1998


                                  Exhibit 99.1

<TABLE>
<CAPTION>
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                                           GMACM REVOLVING HOME EQUITY LOAN TRUST, 1998-2
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                 <C>
BEAR STEARNS                                                                                               BEAR, STEARNS & CO. INC.
ATLANTA o BOSTON o CHICAGO                                                                            ASSET-BACKED SECURITIES GROUP
DALLAS o DC o LOS ANGELES o NEW YORK o SAN FRANCISCO                                                                245 Park Avenue
FRANKFORT o GENEVA o HONG KONG                                                                             New York, New York 10167
LONDON o PARIS o TOKYO                                                                          (212) 272-2000; (212) 272-7294  fax
- -----------------------------------------------------------------------------------------------------------------------------------
                           GMACM REVOLVING HOME EQUITY LOAN TRUST, SERIES 1998-2: COMPUTATIONAL MATERIALS
- -----------------------------------------------------------------------------------------------------------------------------------

- -----------------------------------------------------------------------------------------------------------------------------------
FAX TO:                                                                                      DATE:       September 9, 1998
COMPANY:                                                                    # PAGES (incl. cover):       32
FAX NO:                                                                                  PHONE NO:
- -----------------------------------------------------------------------------------------------------------------------------------
FROM:                                                                                    PHONE NO:
- -----------------------------------------------------------------------------------------------------------------------------------

                     STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES, PRICING ESTIMATES, AND OTHER INFORMATION
</TABLE>

The information  contained in the attached  materials (the  "Information")  may
include various forms of performance  analysis,  security  characteristics  and
securities  pricing  estimates for the  securities  addressed.  Please read and
understand  this  entire  statement  before  utilizing  the  Information.   The
Information  is provided  solely by Bear Stearns,  not as agent for any issuer,
seller or servicer,  and although it may be based on data  supplied to it by an
issuer,  seller or servicer,  none of the issuer,  seller or servicer makes any
representations  regarding  its  accuracy or  completeness.  Should you receive
Information  that  refers to the  "Statement  Regarding  Assumptions  and Other
Information," please refer to this statement instead.

The Information is  illustrative  and is not intended to predict actual results
which  may  differ  substantially  from  those  reflected  in the  Information.
Performance   analysis  is  based  on  certain   assumptions  with  respect  to
significant factors that may prove not to be as assumed.  You should understand
the  assumptions  and evaluate  whether they are appropriate for your purposes.
Performance  results  are  based on  mathematical  models  that use  inputs  to
calculate results. As with all models, results may vary significantly depending
upon the value of the inputs given.  Inputs to these models include but are not
limited  to:  prepayment   expectations  (economic  prepayment  models,  single
expected lifetime  prepayments or a vector of periodic  prepayments),  interest
rate  assumptions  (parallel and  nonparallel  changes for  different  maturity
instruments),  collateral  assumptions (actual pool level data, aggregated pool
level  data,  reported  factors or  imputed  factors),  volatility  assumptions
(historically  observed or implied current) and reported  information  (paydown
factors, rate resets, and trustee statements).  Models used in any analysis may
be proprietary  making the results  difficult for any third party to reproduce.
Contact  your  registered  representative  for  detailed  explanations  of  any
modeling techniques employed in the Information.

The  Information  addresses only certain  aspects of the applicable  security's
characteristics and thus does not provide a complete  assessment.  As such, the
Information may not reflect the impact of all structural characteristics of the
security,  including  call events and cash flow  priorities  at all  prepayment
speeds and/or interest rates. You should consider whether the behavior of these
securities should be tested as assumptions different from those included in the
Information.  The assumptions  underlying the Information,  including structure
and  collateral,  may  be  modified  from  time  to  time  to  reflect  changed
circumstances.  Any investment decision should be based only on the data in the
prospectus  and the  prospectus  supplement  or  private  placement  memorandum
(Offering Documents) and the then current version of the Information.  Offering
Documents  contain data that is current as of their publication dates and after
publication  may no longer be  complete  or current.  Contact  your  registered
representative  for  Offering  Documents,  current  Information  or  additional
materials, including other models for performance analysis, which are likely to
produce  different  results,   and  any  further   explanation   regarding  the
Information.

Any pricing  estimates  Bear Stearns has supplied at your request (a) represent
our view, at the time  determined,  of the  investment  value of the securities
between the  estimated bid and offer  levels,  the spread  between which may be
significant due to market  volatility or  illiquidity,  (b) do not constitute a
bid by any person for any security,  (c) may not constitute prices at which the
securities  could have been purchased or sold in any market,  (d) have not been
confirmed by actual  trades,  may vary from the value Bear Stearns  assigns any
such security while in its inventory, and may not take into account the size of
a position you have in the security,  and (e) may have been derived from matrix
pricing  that uses data  relating  to other  securities  whose  prices are more
readily  ascertainable  to produce a hypothetical  price based on the estimated
yield spread relationship between the securities.

General Information: The data underlying the Information has been obtained from
sources that we believe are  reliable,  but we do not guarantee the accuracy of
the  underlying  data or  computations  based  thereon.  Bear,  Stearns  and/or
individuals   thereof  may  have  positions  in  these   securities  while  the
Information  is  circulating  or during such period may engage in  transactions
with the issuer or its  affiliates.  We act as principal in  transactions  with
you, and accordingly,  you must determine the  appropriateness  for you of such
transactions  and  address  any  legal,   tax,  or  accounting   considerations
applicable to you.  Bear Stearns shall not be a fiduciary or advisor  unless we
have  agreed in  writing to receive  compensation  specifically  to act in such
capacities.  If you are subject to ERISA, the Information is being furnished on
the  condition  that  it will  not  form a  primary  basis  for any  investment
decision.  The  Information  is  not  a  solicitation  of  any  transaction  in
securities  which may be made only by prospectus when required by law, in which
event you may obtain such prospectus from Bear Stearns.

- -------------------------------------------------------------------------------
  Recipients of these  Computational  Materials must read and  acknowledge  the
  attached document "STATEMENT REGARDING ASSUMPTIONS AS TO SECURITIES,  PRICING
  ESTIMATES,  AND OTHER INFORMATION" before using or relying on the information
  contained herein. In addition,  recipients of these  Computational  Materials
  may  only  use or  rely  on the  information  contained  herein  if  read  in
  conjunction  with the related  Prospectus and Prospectus  Supplement.  If you
  have not received the statement described above or the related Prospectus and
  Prospectus Supplement, please contact your account executive at Bear, Stearns
  & Co. Inc.

                                                                   BEAR STEARNS

                     DESCRIPTION OF THE SELLER AND SERVICER

GMAC Mortgage  Corporation  ("GMACM") provides mortgage and home equity lending
services  to  residential   customers.   GMACM  is  an  interrelated  group  of
specialized  financial  services  businesses  serving  selected  niche  markets
nationwide.

In 1997, GMACM originated $446.5 million of lines of credit and closed end home
equity loans.

GMACM  provides  mortgage  banking  services  including home equity lending and
refinancing  to customers  in all 50 states  through its more than 200 offices.
GMACM's  servicing  portfolio  consists  of in excess of 1.1  million  customer
accounts,  making GMACM one of the largest mortgage banking firms in the United
States.

LOAN PROGRAMS
GMACM's core home equity loan  programs  consist  primarily of (1) a fixed rate
closed end home equity  product  ("HEL") and (2) an open end variable rate home
equity line of credit ("HELOC") product,  which is an adjustable rate loan that
generally  indexes  off  of  Prime  plus  a  specified  margin.  A  significant
percentage  of GMACM's  originations  are second lien home equity  product with
CLTV ranging from 80% up to 100%.

UNDERWRITING / CREDIT
GMACM's  underwriting  guidelines are periodically  revised based on prevailing
conditions  in the  residential  mortgage  market and the  market for  mortgage
securities.  Available line sizes at varying CLTVs are primarily  influenced by
borrower credit quality. The company uses a variety of credible data sources to
assess the relative economic  stability of each market.  GMACM's loan decisions
are based on cash flow,  credit  quality,  historical  credit  performance  and
supplemented by collateral as a secondary source of loan repayment.

SERVICING
(1)SERVICING  OPERATIONS  - is  comprised  of the  traditional  loan  servicing
   functions: cashiering/payment processing, advances, customer service, escrow
   management/taxes   and  insurance,   records  and   collateral   management,
   reconveyances, demands and payoffs.
(2)ASSET  RESOLUTION - proactively  monitors  delinquencies  and decides how to
   proceed  (foreclosure,  or  repossession  and resale) based upon an economic
   analysis of the individual loan.

<PAGE>

                                SUMMARY OF TERMS

Issuer............................The GMACM  Revolving  Home  Equity Loan Trust
                                  1998-2 (the  "ISSUER"),  a Delaware  business
                                  trust,  will be  formed  pursuant  to a Trust
                                  Agreement.  The  assets  of the  Issuer  (the
                                  "TRUST  ESTATE")  will  consist of the HELOCs
                                  and the HELs transferred to the Issuer on the
                                  Closing  Date  (the  "CLOSING  DATE  MORTGAGE
                                  LOANS"),  additional  draws  under the HELOCs
                                  during the period  from the  Closing  Date to
                                  (but excluding) the commencement of the Rapid
                                  Amortization    Period    (the    "ADDITIONAL
                                  BALANCES"), mortgage loans sold to the Issuer
                                  subsequent   to   the   Closing   Date   (the
                                  "SUBSEQUENT   MORTGAGE  LOANS")  and  certain
                                  related assets.

The Term Notes....................$160,000,000  Home  Equity  Loan-Backed  Term
                                  Notes, Series 1998-2, are offered hereby. The
                                  Term  Notes  will be  issued  pursuant  to an
                                  indenture  to be  dated  as of  September  1,
                                  1998,  between  the Issuer and the  Indenture
                                  Trustee (the "INDENTURE").

The Variable Funding Notes........Home  Equity  Loan-Backed   Variable  Funding
                                  Notes,  Series 1998-2.  The Variable  Funding
                                  Notes are not offered hereby.

The Certificates..................Home Equity Loan-Backed Certificates,  Series
                                  1998-2.  The  Certificates  are  not  offered
                                  hereby.

Depositor.........................Bear Stearns Asset Backed Securities, Inc.

Seller and Servicer...............GMAC  Mortgage  Corporation,  a  Pennsylvania
                                  corporation,  will be the seller and servicer
                                  (in  such   capacities,   the   "SELLER"  and
                                  "SERVICER",  respectively)  of  the  Mortgage
                                  Loans.  The  Servicer  will be  obligated  to
                                  service the  Mortgage  Loans  pursuant to the
                                  sale and  servicing  agreement to be dated as
                                  of September 1, 1998 (the "SALE AND SERVICING
                                  AGREEMENT"),  among the Servicer,  the Issuer
                                  and the Indenture Trustee.

Owner Trustee.....................Wilmington Trust Company.

Indenture Trustee.................Norwest Bank Minnesota, National Association.

Cut-Off Date......................The close of business on August 31, 1998.

Closing Date......................On or about September 18, 1998..

Payment Date......................The 18th day of each month  (or,  if such day
                                  is not a  Business  Day,  the  next  Business
                                  Day),  commencing  in October  1998 (each,  a
                                  "PAYMENT DATE").

<PAGE>

Denominations and Registration....The Term  Notes  will be  issued  in  minimum
                                  denominations   of   $25,000   and   integral
                                  multiples  of $1,000 in excess  thereof.  The
                                  Term  Notes  will   initially  be  issued  in
                                  book-entry form. Persons acquiring beneficial
                                  ownership  interests in the Term Notes ("TERM
                                  NOTE  OWNERS")  may elect to hold  their Term
                                  Notes  through DTC in the United  States,  or
                                  Cedel Bank,  societe anonyme ("CEDEL") or the
                                  Euroclear  System  ("EUROCLEAR")  in  Europe.
                                  Transfers within DTC, Cedel or Euroclear,  as
                                  the case may be, will be in  accordance  with
                                  the usual rules and  operating  procedures of
                                  the relevant system.  No Term Note Owner will
                                  be entitled to receive a physical certificate
                                  representing such person's  interest,  except
                                  in the event that Definitive Notes are issued
                                  under  the  limited  circumstances  described
                                  herein.  All  references  herein  to any Term
                                  Notes  reflect the rights of Term Note Owners
                                  only as such rights may be exercised  through
                                  DTC and its  participating  organizations for
                                  so long as such  Term  Notes  are  Book-Entry
                                  Notes.

The Mortgage Pool.................Unless otherwise  indicated,  the statistical
                                  information  presented  herein  reflects  the
                                  initial pool of Mortgage  Loans (the "INITIAL
                                  MORTGAGE  LOANS") as of the close of business
                                  on   July   31,   1998   (the    "STATISTICAL
                                  CALCULATION Date"). The aggregate outstanding
                                  principal  balance  of the  Initial  Mortgage
                                  Loans as of the Statistical  Calculation Date
                                  is    approximately    $93,356,503.53    (the
                                  "STATISTICAL  CALCULATION DATE POOL PRINCIPAL
                                  BALANCE").  The outstanding principal balance
                                  of  each  Initial  Mortgage  Loan  as of  the
                                  Statistical    Calculation    Date   is   the
                                  "STATISTICAL  CALCULATION DATE BALANCE".  The
                                  Closing Date Mortgage Loans will also include
                                  certain  additional  Mortgage  Loans acquired
                                  between the Statistical  Calculation Date and
                                  the Cut-Off Date. Information with respect to
                                  the  Closing  Date  Mortgage  Loans as of the
                                  Cut-Off   Date  will  be   presented  in  the
                                  Prospectus  Supplement.  With  respect to the
                                  pool of  Initial  Mortgage  Loans as to which
                                  statistical  information is presented herein,
                                  some  amortization of the pool is expected to
                                  occur  prior to the Closing  Date.  Moreover,
                                  certain loans included in the pool of Initial
                                  Mortgage  Loans may prepay in full, or may be
                                  determined   not  to  meet  the   eligibility
                                  requirements  for the final  pool of  Closing
                                  Date Mortgage Loans,  and may not be included
                                  in the final  pool of Closing  Date  Mortgage
                                  Loans. While the statistical  distribution of
                                  the  characteristics  as of the Closing  Date
                                  for the final pool of Closing  Date  Mortgage
                                  Loans may vary somewhat from the  statistical
                                  distribution  of such  characteristics  as of
                                  the Statistical Calculation Date as presented
                                  herein,  such  variance is not expected to be
                                  material.   Additionally,  at  any  time  and
                                  subject to certain  requirements set forth in
                                  the  Sale  and  Servicing  Agreement  and the
                                  Indenture,  additional  Mortgage Loans may be
                                  to added to the pool of Mortgage Loans, which
                                  Mortgage  Loans will be purchased  with funds
                                  drawn under the Variable Funding Note.

                                  HELOCs  to be  sold  to the  Issuer  will  be
                                  adjustable rate home equity  revolving credit
                                  line  loans  evidenced  by the  related  loan
                                  agreements (the "CREDIT LINE AGREEMENTS") and
                                  secured by the related  mortgages or deeds of
                                  trust  (the   "MORTGAGES")   on   residential
                                  properties (the "MORTGAGED  PROPERTIES").  No
                                  more than 92.99% of the  Initial  HELOC's (by
                                  Statistical  Calculation  Date  Balance)  are
                                  secured by second or subsequent  mortgages or
                                  deeds of trust and the  remainder are secured
                                  by first  mortgages  or deeds of  trust.  The
                                  Trust   Estate   will   include   the  unpaid
                                  principal balance of the Initial HELOCs as of
                                  the close of business on the Cut-Off Date and
                                  the   unpaid   principal   balance   of   the
                                  Subsequent   HELOCs  as  of  the   Subsequent
                                  Cut-Off  Date  (as  defined  herein)  of such
                                  loans and any  additions  to the  HELOCs as a
                                  result of draws or new advances of money made
                                  pursuant  to  the   applicable   Credit  Line
                                  Agreement  after the related  Cut-Off Date or
                                  Subsequent   Cut-Off  Date  (the  "ADDITIONAL
                                  Balances"). The unpaid principal balance of a
                                  HELOC (the "PRINCIPAL BALANCE") on any day is
                                  equal  to  its   Cut-Off   Date   Balance  or
                                  Subsequent  Cut-Off  Date Balance (as defined
                                  herein),   as   applicable,   plus   (i)  any
                                  Additional  Balances in respect of such HELOC
                                  conveyed  to the  Issuer  prior to such  day,
                                  minus (ii) all collections  credited  against
                                  the  Principal   Balance  of  such  HELOC  in
                                  accordance   with  the  related  Credit  Line
                                  Agreement   since   the   Cut-Off   Date   or
                                  Subsequent  Cut-Off Date, as applicable.  The
                                  Principal Balance of a liquidated HELOC after
                                  the final  recovery  of  related  liquidation
                                  proceeds shall be zero.

                                  From time to time prior to the  expiration of
                                  the related Draw Period, principal amounts on
                                  the  HELOCs  may  be  drawn  down,  or may be
                                  repaid.  New  draws  under  the  HELOCs  will
                                  automatically  become  the  property  of  the
                                  Issuer prior to the commencement of the Rapid
                                  Amortization   Period.   As  a  result,   the
                                  aggregate  Principal  Balance of the Mortgage
                                  Loans will  fluctuate  from day to day during
                                  the related period as new draws by Mortgagors
                                  are  transferred  to the Issuer and principal
                                  payments received are applied in reduction of
                                  the Principal Balances. Under the Credit Line
                                  Agreements,  during the related  Draw Period,
                                  the related Mortgagor is obligated to pay the
                                  amount  of  interest   that  accrues  on  the
                                  related HELOC during the Billing  Cycle,  but
                                  may  also  pay  all  or  a  portion   of  the
                                  principal.  In the case of HELOCs that have a
                                  Repayment  Period,  the interest only payment
                                  obligation  terminates  at  the  end  of  the
                                  related Draw Period,  after which the related
                                  Mortgagor   is   obligated  to  make  monthly
                                  payments consisting of principal installments
                                  which  would   substantially   amortize   the
                                  Principal Balance of the HELOC by the related
                                  maturity   date,    together   with   accrued
                                  interest.

                                  The  HELs to be sold  to the  Issuer  will be
                                  fixed  rate   closed-end  home  equity  loans
                                  evidenced  by the  related  promissory  notes
                                  (the   "MORTGAGE   NOTES")   and  secured  by
                                  Mortgages    on   the    related    Mortgaged
                                  Properties.   No  more  than  96.46%  of  the
                                  Initial  HEL's  (by  Statistical  Calculation
                                  Date   Balance)  are  secured  by  second  or
                                  subsequent  mortgages  or deeds of trust  and
                                  the remainder are secured by first  mortgages
                                  or deeds of  trust.  The  Trust  Estate  will
                                  include the unpaid  principal  balance of the
                                  Initial  HELs as of the close of  business on
                                  the Cut-Off  Date.  The Initial  HELs provide
                                  for substantially equal payments in an amount
                                  sufficient  to  amortize  the HELs over their
                                  terms.

                                  Approximately   $20  million  of   additional
                                  Mortgage Loans  originated or acquired by the
                                  Seller prior to the Closing Date will also be
                                  included  in the assets of the Trust  Estate.
                                  Any  purchase  of  such  additional  Mortgage
                                  Loans is subject to certain requirements. The
                                  Initial  Mortgage  Loans and such  additional
                                  Mortgage   Loans  are   referred   to  herein
                                  collectively  as the "CLOSING  DATE  MORTGAGE
                                  LOANS".   Information  with  respect  to  the
                                  Closing Date Mortgage Loans as of the Cut-Off
                                  Date  will  be set  forth  in the  Prospectus
                                  Supplement.

Loan Rate.........................The "LOAN RATE" of each  Mortgage Loan is the
                                  per annum  interest  rate required to be paid
                                  by  the  Mortgagor  under  the  terms  of the
                                  related   Mortgage   Note  or   Credit   Line
                                  Agreement,  as the case may be. The Loan Rate
                                  borne  by  each  Mortgage  Loan,   after  the
                                  completion  of  any  initial   teaser  period
                                  during  which the Loan Rate may be fixed or a
                                  set discounted  variable rate for a period of
                                  from three to six months,  is (i) in the case
                                  of a HELOC, adjustable on the date (each such
                                  date, an "ADJUSTMENT  DATE") specified in the
                                  related Credit Line Agreement to a rate based
                                  on an index (the "INDEX") which is either (x)
                                  the prime rate published in the "Money Rates"
                                  section  of The Wall  Street  Journal  or (y)
                                  with  respect  to  HELOCs  originated  in the
                                  State of  Washington,  the  rate for  26-week
                                  Treasury Bills in effect  following the first
                                  auction of the month  preceding  the  current
                                  billing period and (ii) in the case of a HEL,
                                  fixed as of the date of  origination  of such
                                  HEL. Interest on each HELOC is computed daily
                                  and  payable  monthly  on the  average  daily
                                  outstanding  Principal Balance of such HELOC.
                                  After any initial  teaser period during which
                                  the   Loan   Rate  may  be  fixed  or  a  set
                                  discounted  variable  rate for  approximately
                                  three to six  months,  the Loan  Rate on each
                                  HELOC  will be  adjusted  on each  Adjustment
                                  Date to a rate  equal to the sum of the Index
                                  and a fixed  percentage  (the "GROSS MARGIN")
                                  specified   in  the   related   Credit   Line
                                  Agreement,  and  is  generally  subject  to a
                                  maximum  Loan Rate over the life of the HELOC
                                  ("MAXIMUM  LOAN  RATE")   specified  in  such
                                  Credit Line Agreement.  As of the Statistical
                                  Calculation  Date, the weighted  average Loan
                                  Rate for the HELOCs,  after the expiration of
                                  any    applicable    teaser    periods,    is
                                  approximately  10.055%  and for  the  HELs is
                                  approximately 10.196%.

                                  As of the Statistical  Calculation  Date, the
                                  Gross  Margins for the Initial  HELOCs  range
                                  from   0.000%  to   4.500%,   and  after  the
                                  expiration of any applicable  teaser periods,
                                  the   weighted   average   Gross   Margin  is
                                  approximately  1.56%.  As of the  Statistical
                                  Calculation Date, for the Initial HELOCs with
                                  specified Maximum Loan Rates, such caps range
                                  from  approximately  15.500% to  19.000%  per
                                  annum,  and the weighted average Maximum Loan
                                  Rate for such Initial HELOCs is approximately
                                  18.394%  per  annum.  The  remaining  Initial
                                  HELOCs  have no  Maximum  Loan  Rates but are
                                  subject  to the  maximum  rate  permitted  by
                                  applicable law.

Pre-Funding Account...............On   the    Closing    Date,    approximately
                                  $45,000,000    (the   "ORIGINAL    PRE-FUNDED
                                  AMOUNT")  will be  deposited  into an account
                                  (the  "PRE-FUNDING  ACCOUNT"),  which  amount
                                  will be funded from the  proceeds of the sale
                                  of the Term  Notes.  During  the  Pre-Funding
                                  Period  funds on deposit  in the  Pre-Funding
                                  Account  will be used to  acquire  Subsequent
                                  Mortgage Loans by the Issuer,  subject to the
                                  satisfaction  of  certain   conditions.   The
                                  "PRE-FUNDING PERIOD" is the period commencing
                                  on the Closing  Date until the earlier of (i)
                                  the date on which the  amount on  deposit  in
                                  the Pre-Funding Account is less than $100,000
                                  or (ii) March 31, 1999.  Subsequent  Mortgage
                                  Loans that are  originated or acquired by the
                                  Seller may be sold to the  Depositor and then
                                  sold  by the  Depositor  to the  Issuer.  The
                                  Subsequent  Mortgage  Loans,  as  well as all
                                  Initial  Mortgage  Loans,   will  conform  to
                                  certain specified characteristics.  Following
                                  the end of the Pre-Funding Period, Subsequent
                                  Mortgage  Loans will  continue to be acquired
                                  by  the  Issuer   through   the  end  of  the
                                  Revolving   Period,    subject   to   certain
                                  conditions.

                                  Any  funds   remaining   on  deposit  in  the
                                  Pre-Funding   Account   at  the  end  of  the
                                  Pre-Funding  Period  will be  applied  to the
                                  purchase  of  any  Additional  Balances  then
                                  available  and  thereafter  will be deposited
                                  into the Funding Account. Funds on deposit in
                                  the  Pre-Funding  Account will be invested in
                                  Permitted       Investments.       "PERMITTED
                                  INVESTMENTS"  are  specified in the Indenture
                                  and are generally limited to investments that
                                  meet the criteria of the Enhancer.

Capitalized Interest Account......On the Closing Date, the Seller,  if required
                                  to do so by the  Enhancer,  will  make a cash
                                  deposit  from the proceeds of the sale of the
                                  Term  Notes  into  an  account  held  by  the
                                  Indenture Trustee (the "CAPITALIZED  INTEREST
                                  ACCOUNT"),  unless a letter of credit in form
                                  and   substance,   and   from   a   provider,
                                  acceptable  to the  Enhancer  evidencing  the
                                  availability  of such amount is  delivered to
                                  the  Owner   Trustee  on  the  Closing  Date.
                                  Amounts  on   deposit   in  the   Capitalized
                                  Interest   Account  will  be  withdrawn,   or
                                  drawings  under such letter of credit will be
                                  made,   on  each   Payment  Date  during  the
                                  Pre-Funding  Period to cover any shortfall in
                                  Interest  Payments on the Notes  attributable
                                  to  the   pre-funding   feature   during  the
                                  Pre-Funding  Period. Any amounts remaining in
                                  the Capitalized  Interest  Account at the end
                                  of the  Pre-Funding  Period will be paid,  or
                                  such  letter of credit will be  released,  to
                                  the Seller.

Funding Account...................The Funding Account will be established  with
                                  the Indenture Trustee on the Closing Date. On
                                  each  Payment   Date  during  the   Revolving
                                  Period, Principal Collections for the related
                                  Collection  Period will be deposited into the
                                  Funding  Account and applied first to acquire
                                  Additional Balances and thereafter to acquire
                                  Subsequent  Mortgage  Loans,  to  the  extent
                                  available.   In  the   event   that  not  all
                                  Principal   Collections  on  deposit  in  the
                                  Funding  Account have been applied to acquire
                                  Additional  Balances and Subsequent  Mortgage
                                  Loans at the end of the Revolving Period, the
                                  amount  remaining  on deposit in the  Funding
                                  Account will be distributed to Noteholders as
                                  a payment of principal.  During the Revolving
                                  Period,   it  is  expected  that   Subsequent
                                  Mortgage   Loans  acquired  with  amounts  on
                                  deposit in the Funding  Account  will consist
                                  primarily of HELOCs.

Interest Payments.................Interest  Payments  on the Term Notes will be
                                  paid monthly on each Payment Date, commencing
                                  in  October  1998,  at the Note  Rate for the
                                  related  Interest  Period,   subject  to  the
                                  limitations set forth below, which may result
                                  in Interest  Shortfalls,  as described below.
                                  The "NOTE RATE" for each Interest Period will
                                  be a floating rate equal to the lesser of (i)
                                  LIBOR  plus  [0.  ]% per  annum  (or,  on any
                                  Payment Date on which the aggregate Term Note
                                  Balance is less than 10% of the initial  Term
                                  Note  Balance,  LIBOR plus [0. ]% per annum),
                                  (ii) the Net Loan Rate, as described  herein,
                                  and (iii)  14.5% per annum.  However,  on any
                                  Payment  Date for which the related Note Rate
                                  has been  determined  pursuant to clause (ii)
                                  above,  the  excess  of  (a)  the  amount  of
                                  interest that would have accrued on the Notes
                                  during the related  Interest  Period had such
                                  amount been determined pursuant to clause (i)
                                  above over (b) the interest  actually accrued
                                  on the  Notes  during  such  Interest  Period
                                  (such excess,  an "INTEREST  Shortfall") will
                                  be   determined.   Interest   Shortfalls  and
                                  interest   thereon   at  the  Note  Rate  (as
                                  adjusted  from time to time)  will be paid on
                                  subsequent  Payment  Dates to the extent that
                                  funds  are   available   therefor.   Interest
                                  Shortfalls  will not be covered by the Policy
                                  and may  remain  unpaid on the Final  Payment
                                  Date.  Interest on the Notes for each Payment
                                  Date will accrue from the  preceding  Payment
                                  Date (or,  in the case of the  first  Payment
                                  Date,  from the Closing Date) through the day
                                  preceding   such  Payment   Date  (each,   an
                                  "INTEREST PERIOD") on the basis of the actual
                                  number of days in such Interest  Period and a
                                  360-day year.

                                  As used  herein,  "NET LOAN RATE" shall mean,
                                  with  respect  to  any  Payment   Date,   the
                                  weighted average of (i) the Loan Rates on the
                                  HELOCs  and (ii) the Loan  Rates on the HELs,
                                  in  each  case  as of  the  first  day of the
                                  calendar month in which the related  Interest
                                  Period begins, net of the premium rate on the
                                  policy,  the  rate  of the fee of each of the
                                  Servicer, the Owner Trustee and the Indenture
                                  Trustee,  and,  beginning  on the  thirteenth
                                  Payment Date, 50 basis points, adjusted to an
                                  effective rate reflecting interest calculated
                                  on the basis of a  360-day  year  assumed  to
                                  consist of twelve thirty-day months.

Principal Payments................With  respect to any Payment  Date during the
                                  Revolving  Period,  no principal will be paid
                                  on the Notes,  and all Principal  Collections
                                  will be  deposited  into the Funding  Account
                                  and  may  be  used  to  purchase   Additional
                                  Balances and Subsequent  Mortgage  Loans.  On
                                  each   Payment   Date   during  the   Managed
                                  Amortization  Period,  the  aggregate  amount
                                  payable in respect of  principal of the Notes
                                  will be  equal to Net  Principal  Collections
                                  for such Payment  Date.  On each Payment Date
                                  during  the Rapid  Amortization  Period,  the
                                  aggregate   amount   payable  in  respect  of
                                  principal  of the  Notes  will  be  equal  to
                                  Principal  Collections for such Payment Date.
                                  In addition, with respect to any Payment Date
                                  after the end of the Revolving Period, to the
                                  extent of funds available  therefor,  holders
                                  of the Term Notes  (the  "TERM  NOTEHOLDERS")
                                  and the Variable Funding Notes (together with
                                  the Term Noteholders, the "NOTEHOLDERS") will
                                  be  entitled  to receive  certain  additional
                                  amounts  to be applied  in  reduction  of the
                                  Note Balance of the related Notes,  generally
                                  equal to Liquidation Loss Amounts.

                                  All principal payments due and payable on the
                                  Notes will be allocated to the Term Notes and
                                  the Variable  Funding Notes pro rata based on
                                  the outstanding  principal  balances  thereof
                                  until   paid  in  full.   In  no  event  will
                                  principal   payments  on  the  Notes  on  any
                                  Payment  Date exceed the related Note Balance
                                  thereof on such  Payment  Date.  On the Final
                                  Payment  Date,  principal  will  be  due  and
                                  payable  on the Notes in an  amount  equal to
                                  the   related    Note    Balance    remaining
                                  outstanding on such Payment Date.

                                  The  "REVOLVING  PERIOD"  will be the  period
                                  beginning  on the Closing  Date and ending on
                                  the  earlier  of (i) March 31,  2000 and (ii)
                                  the  occurrence  of  a  Managed  Amortization
                                  Event  or a  Rapid  Amortization  Event.  The
                                  "MANAGED  AMORTIZATION  PERIOD"  will  be the
                                  period  beginning  on the first  Payment Date
                                  following the end of the Revolving Period and
                                  ending on the  earlier of (i) March 31,  2004
                                  and   (ii)   the   occurrence   of  a   Rapid
                                  Amortization  Event. The "RAPID  AMORTIZATION
                                  PERIOD"    (together    with   the    Managed
                                  Amortization    Period,   the   "Amortization
                                  Periods") will be the period beginning on the
                                  earlier  of  (i)  the  first   Payment   Date
                                  following the end of the Managed Amortization
                                  Period  and  (ii) the  occurrence  of a Rapid
                                  Amortization   Event,  and  ending  upon  the
                                  termination of the Issuer.

Allocation of Payments on the
Mortgage Loans....................All  collections on the Mortgage Loans may be
                                  allocated by the Servicer in accordance  with
                                  the  terms  of  the   related   Credit   Line
                                  Agreement or Mortgage  Note  between  amounts
                                  collected   in   respect  of   interest   and
                                  principal. With respect to each Payment Date,
                                  the  portion  of  Interest   Collections  and
                                  Principal  Collections  (collectively,   "P&I
                                  COLLECTIONS") available to be applied towards
                                  the payment of interest and  principal on the
                                  Notes will equal, respectively,  (i) Interest
                                  Collections  for such  Payment  Date and (ii)
                                  (A) at any time during the Revolving  Period,
                                  zero,  (B) at any  time  during  the  Managed
                                  Amortization     Period,     Net    Principal
                                  Collections  for such Payment Date and (C) at
                                  any  time   during  the  Rapid   Amortization
                                  Period,   Principal   Collections   for  such
                                  Payment Date.

                                  During  the   Revolving   Period,   Principal
                                  Collections   will  be   applied  to  acquire
                                  Subsequent  Mortgage  Loans  and,  during the
                                  period   from   the   Closing   Date  to  the
                                  commencement   of  the   Rapid   Amortization
                                  Period, Principal Collections will be applied
                                  to purchase Additional Balances, in each case
                                  to   the    extent    available.    Principal
                                  Collections  will no  longer  be  applied  to
                                  acquire  Subsequent  Mortgage Loans following
                                  the end of the  Revolving  Period and will no
                                  longer  be  applied  to  acquire   Additional
                                  Balances   during   the  Rapid   Amortization
                                  Period.

                                  Prior  to  the   commencement  of  the  Rapid
                                  Amortization  Period,  the  Variable  Funding
                                  Balance will be increased  from time to time,
                                  up  to  $25,000,000  (the  "MAXIMUM  VARIABLE
                                  FUNDING  BALANCE"),  to the extent  Principal
                                  Collections and any amounts on deposit in the
                                  Funding    Account   are    insufficient   or
                                  unavailable to cover Additional  Balances and
                                  Subsequent Mortgage Loans sold to the Issuer.

Credit Enhancement................The  Credit  Enhancement   provided  for  the
                                  benefit of the  Noteholders  will  consist of
                                  (i) Excess Spread, (ii) overcollateralization
                                  and  (iii)  the  Policy,   in  each  case  as
                                  described below.

                                  Excess Spread:  Noteholders will be protected
                                  against  Liquidation Loss Amounts as a result
                                  of the  preferential  allocation to the Notes
                                  of Excess Spread (defined herein), which will
                                  be deposited into the Funding  Account during
                                  the   Revolving   Period   or  used  to  make
                                  principal  payments  on the Notes  during the
                                  Amortization  Periods,  in  each  case to the
                                  extent  necessary to cover  Liquidation  Loss
                                  Amounts (as defined herein).

                                  Overcollateralization: Excess Spread, if any,
                                  that is deposited in the Funding  Account and
                                  applied to acquire Additional Balances and/or
                                  Subsequent   Mortgage  Loans  may  result  in
                                  overcollateralization.    The    "OUTSTANDING
                                  OVERCOLLATERALIZATION  AMOUNT" will equal, at
                                  any time,  the  amount,  if any, by which the
                                  outstanding Principal Balance of the Mortgage
                                  Loans  and  related  property  of the  Issuer
                                  exceeds the aggregate  outstanding  principal
                                  balance of the  Securities.  The  Outstanding
                                  Overcollateralization  Amount will  initially
                                  be equal  to $0,  and  will be  increased  by
                                  Excess  Spread,  if any, that is deposited in
                                  the  Funding  Account  and applied to acquire
                                  Additional    Balances   and/or    Subsequent
                                  Mortgage      Loans.      The     Outstanding
                                  Overcollateralization Amount, if any, will be
                                  available  to  absorb  any  Liquidation  Loss
                                  Amounts   that  are  not  covered  by  Excess
                                  Spread. Any Liquidation Loss Amounts that are
                                  not  covered  either by  Excess  Spread or by
                                  overcollateralization   will  be  covered  by
                                  draws on the  Policy to the  extent  provided
                                  herein.

                                  Initially, the "OVERCOLLATERALIZATION  TARGET
                                  AMOUNT"  will be at  least  1.7% of the  Note
                                  Balance.            Thereafter,           the
                                  Overcollateralization   Target   Amount   may
                                  increase  or  decrease   from  time  to  time
                                  pursuant to the terms of the Indenture.

                                  Policy:  On the Closing  Date,  the  Enhancer
                                  will issue a Policy in favor of the Indenture
                                  Trustee on behalf of the  Issuer.  The Policy
                                  will    unconditionally    and    irrevocably
                                  guarantee  interest  on the Notes at the Note
                                  Rate  (exclusive of any Interest  Shortfalls)
                                  plus any Liquidation  Loss Amounts  allocated
                                  to the Notes.  On each  Payment  Date, a draw
                                  will be made on the  Policy  to cover (i) any
                                  shortfall   in  amounts   available  to  make
                                  payments of interest on the Notes at the Note
                                  Rate and (ii) any Liquidation  Loss Amount to
                                  the  extent not  currently  covered by Excess
                                  Spread  or  application  of  the  Outstanding
                                  Overcollateralization     Amount.    Interest
                                  Shortfalls will not be covered by the Policy.

The Enhancer......................Ambac  Assurance  Corporation,  a  Wisconsin-
                                  domiciled stock insurance corporation.

Optional Redemption...............A principal payment may be made in redemption
                                  of the Term  Notes upon the  exercise  by the
                                  Servicer  of  its  option  to  purchase   the
                                  Mortgage  Loans  and  related  assets  of the
                                  Trust  Estate after the  aggregate  Term Note
                                  Balance is reduced to an amount  less than or
                                  equal  to  10%  of  the  initial   Term  Note
                                  Balance.  The purchase  price  payable by the
                                  Servicer for such Mortgage  Loans will be the
                                  sum  of   (i)   the   aggregate   outstanding
                                  Principal Balance of the Mortgage Loans, plus
                                  accrued  and unpaid  interest  thereon at the
                                  weighted  average  of the net  Loan  Rates of
                                  such Mortgage Loans through the day preceding
                                  the  Payment  Date  on  which  such  purchase
                                  occurs (ii) an amount  equal to any  Interest
                                  Shortfalls  plus accrued and unpaid  interest
                                  thereon,  and (iii) all amounts due and owing
                                  the Enhancer.

Final Payment of Principal
on the Notes......................The  Notes  will  be  payable  in full on the
                                  September   2028  Payment  Date  (the  "FINAL
                                  PAYMENT   DATE")   to  the   extent   of  the
                                  outstanding  Note  Balance on such  date,  if
                                  any.  In  addition,  the Issuer  will pay the
                                  Notes  in  full  upon  the  exercise  by  the
                                  Servicer  of  its  option  to  purchase   all
                                  Mortgage  Loans and all property  acquired in
                                  respect of such Mortgage Loans.

Optional Removal of Certain
Mortgage Loans....................Subject to the approval of the  Enhancer,  on
                                  any Payment Date, the Seller, in its capacity
                                  as  the  holder  of  the  Certificates,   may
                                  designate  for removal  from the Trust Estate
                                  certain  Mortgage  Loans.  Mortgage  Loans so
                                  designated  will be removed without notice to
                                  the Noteholders but only upon satisfaction by
                                  the Seller of certain  conditions,  including
                                  the  following:  (i) an  amount  equal to the
                                  purchase  price for such Mortgage Loans shall
                                  have been deposited into the Funding  Account
                                  from amounts  otherwise  distributable to the
                                  Certificateholders (for so long as the Seller
                                  or  an   affiliate   thereof   is  the   sole
                                  Certificateholder);  (ii)  the  Seller  shall
                                  have  delivered to the Indenture  Trustee and
                                  the Enhancer a schedule  containing a list of
                                  all  Mortgage  Loans  to be so  removed;  and
                                  (iii) the Seller shall have  delivered to the
                                  Indenture  Trustee an  officer's  certificate
                                  confirming   the   conditions  set  forth  in
                                  clauses (i) and (ii) above.

                                  In addition,  in certain instances in which a
                                  Mortgagor  either (i) requests an increase in
                                  the credit  limit on the related  HELOC above
                                  the   limit   stated  on  the   Credit   Line
                                  Agreement,  or (ii)  requests to place a lien
                                  on the related  Mortgaged  Property senior to
                                  the lien of the related  HELOC,  the Servicer
                                  will  have the  option to  purchase  from the
                                  Trust  Estate  the  related  HELOC at a price
                                  equal to the Repurchase Price.

ERISA Considerations..............The Term Notes are  eligible  for purchase by
                                  pension,  profit-sharing  or  other  employee
                                  benefit   plans   as   well   as   individual
                                  retirement  accounts  and  certain  types  of
                                  Keogh Plans (each,  a "PLAN").  However,  any
                                  fiduciary  or other  investor  of assets of a
                                  Plan that  proposes  to  acquire  or hold the
                                  Term Notes on behalf of or with assets of any
                                  Plan should  consult  with its  counsel  with
                                  respect to the potential applicability of the
                                  fiduciary responsibility  provisions of ERISA
                                  and the prohibited  transaction provisions of
                                  ERISA   and   the   Code   to  the   proposed
                                  investment.

Certain Federal Income
Tax Considerations................In the  opinion of Brown & Wood LLP,  special
                                  tax  counsel to the  Depositor,  for  federal
                                  income tax  purposes,  the Term Notes will be
                                  characterized   as   indebtedness,   and  the
                                  Issuer,  as created and governed  pursuant to
                                  the  terms  and   conditions   of  the  Trust
                                  Agreement,  will not be  characterized  as an
                                  association    (or    a    publicly    traded
                                  partnership)  taxable  as a  corporation  for
                                  federal income tax purposes, or as a "taxable
                                  mortgage  pool" within the meaning of Section
                                  7701(i) of the Internal Revenue Code of 1986,
                                  as amended. In addition, each Noteholder,  by
                                  its acceptance of a Note, will agree to treat
                                  such  Note as debt  for  federal,  state  and
                                  local tax purposes.

Legal Investment..................The Term Notes will not constitute  "mortgage
                                  related   securities"  for  purposes  of  the
                                  Secondary  Mortgage Market Enhancement Act of
                                  1984,  as amended,  because the Trust  Estate
                                  includes    Mortgage    Loans    secured   by
                                  subordinate  liens on the  related  Mortgaged
                                  Properties.   Institutions   the   investment
                                  activities  of  which  are  subject  to legal
                                  investment  laws and regulations or to review
                                  by  certain  regulatory  authorities  may  be
                                  subject to  restrictions on investment in the
                                  Term Notes.

Ratings...........................It is a condition to the issuance of the Term
                                  Notes  that  they be rated at least  "Aaa" by
                                  Moody's  and "AAA" by  Standard  & Poor's.  A
                                  security  rating is not a  recommendation  to
                                  buy,  sell  or  hold  securities,  and may be
                                  subject to revision or withdrawal at any time
                                  by  the  assigning  rating  organization.   A
                                  security   rating   does  not   address   the
                                  frequency of prepayments of, or draws on, the
                                  Mortgage Loans, the likelihood of the receipt
                                  of  any   amounts  in  respect  of   Interest
                                  Shortfalls or any corresponding effect on the
                                  yield to investors.

<PAGE>

                                  RISK FACTORS

         Prospective Term Noteholders should consider,  among other things, the
following factors in connection with the purchase of the Term Notes.

ADEQUACY OF THE MORTGAGED PROPERTIES AS SECURITY FOR THE MORTGAGE LOANS

         Although  the  Mortgage  Loans  are  secured  by  liens  on  Mortgaged
Properties,  such  collateral  may not provide  assurance  of  repayment of the
Mortgage  Loans  comparable  to that  provided  under many  first lien  lending
programs,  and the Mortgage Loans  (especially  those with high CLTVs) may have
risk of repayment characteristics more similar to unsecured consumer loans.

         Approximately 94.696% (by Statistical  Calculation Date Pool Principal
Balance) of the  Initial  Mortgage  Loans are  secured by second or  subsequent
Mortgages that are  subordinate  to the rights of the mortgagee  under a senior
mortgage  or  mortgages.  The  proceeds  from  any  liquidation,  insurance  or
condemnation proceedings will be available to satisfy the outstanding Principal
Balance of such Mortgage  Loans secured by second  Mortgages only to the extent
that the claims of such senior mortgages have been satisfied in full, including
any related  foreclosure costs. In circumstances  where the Servicer determines
that it would be uneconomical to foreclose on the related  Mortgaged  Property,
the  Servicer  may write off the entire  outstanding  Principal  Balance of the
related  Mortgage  Loan.  The  foregoing  considerations  will be  particularly
applicable  to  Mortgage  Loans  secured  by  second  Mortgages  that have high
Combined  Loan-to-Value  Ratios  because,  in such cases,  the Servicer is more
likely to determine that  foreclosure  would be  uneconomical.  Any such losses
will  be  borne  by  Noteholders  to the  extent  that  the  applicable  credit
enhancement were insufficient to absorb such losses.

         Defaults  on  Mortgage  Loans are  generally  expected  to occur  with
greater  frequency in their early years.  The rate of default of Mortgage Loans
secured by second  Mortgages may be greater than that of Mortgage Loans secured
by first Mortgages on comparable properties.

         No assurance can be given that the values of the Mortgaged  Properties
have remained or will remain at their levels on the dates of origination of the
related Mortgage Loans. If the residential real estate market should experience
an overall decline in value, any such decline could extinguish the value of the
interest of a junior  mortgagee in the  Mortgaged  Property  before  having any
adverse effect on the interest of the related senior mortgagees.

DEPENDENCY ON MORTGAGOR CREDIT

         As  a  result  of  the  foregoing  considerations,   the  underwriting
standards  and  procedures  applicable  to the Mortgage  Loans,  as well as the
repayment prospects thereof,  may be more dependent on the  creditworthiness of
the borrower and less  dependent on the adequacy of the  Mortgaged  Property as
collateral than would be the case under many first lien lending programs. As to
the Mortgage  Loans,  future changes in the borrower's  economic  circumstances
will have a significant effect on the likelihood of repayment, since additional
draws  on the  HELOCs  may be  made by the  borrower  in the  future  up to the
applicable  credit  limit.   Although  the  HELOCs  are  generally  subject  to
provisions  whereby the applicable credit limit may be reduced as a result of a
material adverse change in the borrower's economic circumstances,  the Servicer
generally  will not monitor for such  changes and may not become  aware of them
until after the borrower has defaulted. Under certain circumstances, a borrower
with a HELOC may draw his entire credit limit in response to personal financial
needs resulting from an adverse change in circumstances.

         Under the home  equity  program of the Seller  (the "GMACM HOME EQUITY
PROGRAM") relating to the HELOCs,  Mortgagors are generally  qualified based on
an  assumed  payment  that  reflects a Loan Rate  significantly  lower than the
related  maximum Loan Rate. The repayment of any HELOC may thus be dependent on
the ability of the related Mortgagor to make larger interest payments following
the adjustment of the Loan Rate thereof during the life of such HELOC.

         Future changes in a borrower's economic  circumstances may result from
a variety of  unforeseeable  personal  factors,  including  loss of employment,
reduction in income,  illness and divorce.  Any increase in  prevailing  market
interest  rates may adversely  affect a borrower by increasing  debt service on
the related HELOC or other similar debt of the borrower.  In addition,  changes
in the payment terms of any related senior  mortgage loan may adversely  affect
the  borrower's  ability to pay principal and interest on such senior  mortgage
loan.  For example,  such changes may result if the senior  mortgage loan is an
adjustable rate loan and the interest rate thereon  increases,  which may occur
with or without an increase in prevailing market interest rates if the increase
is due to the phasing out of a reduced initial rate. Specific information about
such senior mortgage loans, other than the amount thereof at origination of the
corresponding Mortgage Loan, is not available and is not included herein.

         General  economic  conditions,  both on a national and regional basis,
will also have an impact on the ability of  borrowers  to repay their  Mortgage
Loans.  Certain  geographic regions of the United States from time to time will
experience  weaker  regional  economic  conditions  and housing  markets,  and,
consequently, will experience higher rates of loss and delinquency than will be
experienced  on mortgage  loans  generally.  For example,  a region's  economic
condition and housing market may be directly, or indirectly, adversely affected
by natural  disasters or civil  disturbances  such as earthquakes,  hurricanes,
floods, eruptions or riots. The economic impact of any of these types of events
may  also be felt in  areas  beyond  the  region  immediately  affected  by the
disaster  or  disturbance.  The  Mortgage  Loans may be  concentrated  in these
regions,  and such concentration may present risk considerations in addition to
those generally  present for similar  mortgage-backed  securities  without such
concentration. Investors should note that approximately 28.649% and 15.104% (by
Statistical  Calculation  Date Pool Principal  Balance) of the Initial Mortgage
Loans are secured by Mortgaged  Properties  located in the States of California
and Michigan,  respectively.  In addition,  any change in the deductibility for
federal income tax purposes of interest  payments on home equity loans may also
have an impact on the ability of borrowers to repay their Mortgage Loans.

INTEREST-ONLY FEATURE FOR HELOCS

         As to 82.37% (by Statistical  Calculation Date Balance) of the Initial
HELOCs,  borrowers  are not required to make any principal  payments  until the
maturity of such loans (the "BALLOON LOANS"). As a result, a borrower generally
will be required to pay the entire  remaining  principal amount of the HELOC at
its  maturity.  The  ability of a borrower to make such a payment may depend on
the  ability of the  borrower to obtain  refinancing  of the balance due on the
HELOC.  An increase in interest rates over the Loan Rate applicable at the time
the HELOC was originated  may have an adverse effect on the borrower's  ability
to obtain  refinancing or to pay the required monthly  payment.  Collections on
the HELOCs  may also vary due to  seasonal  purchasing  and  payment  habits of
borrowers.

         The  required  minimum  monthly  payments on the HELOCs are  generally
equal to or not  significantly  larger  than the amount of  interest  currently
accruing thereon, and therefore are not expected to significantly  amortize the
outstanding principal amount of such HELOCs prior to maturity, which amount may
include substantial draws recently made. As a result, a borrower will generally
be required to pay a substantial  principal  amount at the maturity of a HELOC.
The  ability  of a  borrower  to make such a payment  may be  dependent  on the
ability to obtain  refinancing  of the balance due on such HELOC or to sell the
related Mortgaged Property. Furthermore, HELOCs generally have adjustable rates
that  are  subject  to much  higher  maximum  rates  than  typically  apply  to
adjustable  rate first mortgage  loans,  and which may be as high as applicable
usury limitations. Borrowers under such HELOCs are generally qualified based on
an assumed  payment which reflects  either the initial  interest rate or a rate
significantly  lower than the maximum  rate.  An increase in the interest  rate
over the Loan Rate  applicable at the time the HELOC was originated may have an
adverse effect on the borrower's  ability to pay the required  monthly payment.
In addition,  an increase in prevailing  market  interest  rates may reduce the
borrower's  ability to obtain  refinancing and to pay the balance of a HELOC at
its maturity.

         With  respect  to  certain  HELOCs,  general  credit  risk may also be
greater to Noteholders  than to holders of instruments  representing  interests
solely in level  payment  first  mortgage  loans since no payment of  principal
generally  is required  until  after  either a five,  ten or fifteen  year Draw
Period under the related Credit Line Agreements.  Minimum monthly payments will
at  least  equal  and may  exceed  accrued  interest.  Even  assuming  that the
Mortgaged  Properties  provide  adequate  security for the HELOCs,  substantial
delays could be encountered in connection  with the  liquidation of HELOCs that
are delinquent and resulting  shortfalls in payments to Noteholders could occur
if the credit support described herein were insufficient to absorb such losses.
Further,  liquidation  expenses  (such as legal fees,  real estate  taxes,  and
maintenance and  preservation  expenses) will reduce the  liquidation  proceeds
otherwise payable to Noteholders.  In the event any Mortgaged Property fails to
provide  adequate  security  for the  related  Mortgage  Loan,  any  losses  in
connection  therewith  will be  borne by  Noteholders  to the  extent  that the
applicable credit enhancement were insufficient to absorb such losses.

RISK OF LOAN RATES REDUCING THE NOTE RATE ON THE TERM NOTES

         The Note Rate on the Term Notes  will be a floating  rate equal to the
least of (i) LIBOR plus [___]% per annum (or, on any Payment  Date on which the
aggregate  Term Note Balance is less than 10% of the initial Term Note Balance,
LIBOR plus  [___]% per  annum),  (ii) the Net Loan  Rate,  and (iii)  14.5% per
annum. The Loan Rates of the HELs are fixed and do not adjust.  As a result, if
one-month LIBOR rises, the foregoing  limitations on the Note Rate could result
in Term  Noteholders  receiving  interest  at a rate less than  LIBOR  plus the
specified margin.  In addition,  the weighted average Loan Rate of the Mortgage
Loans will change, and may decrease, over time due to scheduled amortization of
the Mortgage Loans,  prepayments of Mortgage Loans,  transfers to the Issuer of
Subsequent  Mortgage Loans and removal of Mortgage  Loans by the Seller.  There
can be no assurance  that the weighted  average Loan Rate of the Mortgage Loans
will not decrease after the Closing Date.

YIELD AND PREPAYMENT CONSIDERATIONS

         The yield to  maturity  of the Term Notes will  depend on the rate and
timing  of  principal  payments  (including  payments  in  excess  of  required
installments, prepayments or terminations, liquidations and repurchases) on the
Mortgage  Loans,  the rate and timing of draws on the related  HELOCs,  and the
price  paid by the  holders  of the Term  Notes.  Such  yield may be  adversely
affected by a higher or lower than  anticipated  rate of principal  payments or
draws on the related  HELOCs.  The Mortgage  Loans  generally may be prepaid in
full or in part without  penalty.  The yield to maturity of the Term Notes will
also be affected by the rate and timing of defaults on the Mortgage Loans.

         During the Revolving  Period, if the Seller does not sell a sufficient
amount of Additional  Balances and/or Subsequent  Mortgage Loans to the Issuer,
amounts on  deposit in the  Funding  Account  will not be fully  applied to the
purchase of Additional  Balances and Subsequent Mortgage Loans by the Issuer by
the end of the Revolving  Period.  Such  remaining  amounts will be paid to the
Noteholders  as principal on the first  Payment Date  following  the end of the
Revolving Period.

LIMITATIONS ON REPURCHASE OR REPLACEMENT OF DEFECTIVE MORTGAGE LOANS BY THE
SELLER

         No assurance can be given that,  at any  particular  time,  the Seller
will be  capable,  financially  or  otherwise,  of  repurchasing  or  replacing
Defective  Mortgage Loans as described herein. If the Seller  repurchases or is
obligated to repurchase defective mortgage loans from any other series of asset
backed securities,  the financial ability of the Seller to repurchase Defective
Mortgage Loans from the Issuer may be adversely  affected.  In addition,  other
events  relating  to the  Seller  and its  operations  could  occur  that would
adversely  affect the financial  ability of the Seller to repurchase  Defective
Mortgage Loans from the Issuer, including,  without limitation, the termination
of  borrowing  arrangements  that  provide  the  Seller  with  funding  for its
operations,  or the sale or other disposition of all or any significant portion
of the  Seller's  assets.  If the  Seller  does not  repurchase  or  replace  a
Defective Mortgage Loan, then the Servicer,  on behalf of the Issuer, will make
other  customary and reasonable  efforts to recover the maximum amount possible
with respect to such Defective  Mortgage Loan, and any resulting  delay or loss
will be borne by the  Noteholders,  to the  extent not  covered by the  related
credit enhancement.

VARIATIONS IN SUBSEQUENT MORTGAGE LOANS FROM INITIAL MORTGAGE LOANS

         Each Subsequent  Mortgage Loan will satisfy the  eligibility  criteria
referred  to  herein  at the time of its  conveyance  to the  Issuer.  However,
Subsequent  Mortgage  Loans may be  originated  or acquired by the Seller using
credit criteria  different from those applied to the Initial Mortgage Loans and
may be of a different  credit  quality.  Therefore,  following  the transfer of
Subsequent  Mortgage Loans to the Issuer, the aggregate  characteristics of the
Mortgage Loans then part of the Trust Estate may vary from those of the Initial
Mortgage Loans.

LEGAL CONSIDERATIONS

         The Mortgage Loans are secured by Mortgages.  With respect to Mortgage
Loans that are secured by first  Mortgages,  the  Servicer  has the power under
certain  circumstances  to  consent  to a new  mortgage  lien  on  the  related
Mortgaged  Property having priority over such Mortgage.  Mortgage Loans secured
by second  Mortgages  are entitled to proceeds that remain from the sale of the
related Mortgaged  Property after any senior mortgage loans and prior statutory
liens have been satisfied.  In the event that such proceeds are insufficient to
satisfy such senior  loans and prior liens in the  aggregate,  the Issuer,  and
accordingly, the Noteholders, bear (i) the risk of delay in distributions while
a deficiency  judgment (to the extent  available in the related  state) against
the related  Mortgagor is obtained and (ii) the risk of loss if the  deficiency
judgment cannot be obtained or is not realized upon.

         In the event of an  insolvency  of the  Seller,  the  receiver  of the
Seller  may  attempt  to  recharacterize  the sale of the  Mortgage  Loans as a
borrowing  by the Seller  secured  by a pledge of the  Mortgage  Loans.  If the
receiver  decided to challenge  such  transfer,  delays in payments on the Term
Notes and possible  reductions in the amount thereof could occur. The Depositor
will warrant  that the  transfer of its  interest in the Mortgage  Loans to the
Issuer is a valid transfer and assignment of such interest.

         If a  conservator,  receiver or trustee were appointed for the Seller,
or if certain  other events  relating to the  insolvency  of the Seller were to
occur,  Additional  Balances and  Subsequent  Mortgage Loans would no longer be
transferred by the Seller to the Depositor pursuant to the Purchase  Agreement.
In such an  event,  an Event of  Default  under  the  Trust  Agreement  and the
Indenture would occur, and the Owner Trustee would attempt to sell the Mortgage
Loans  (unless  the  Enhancer  or Holders of  Securities  evidencing  undivided
interests  aggregating at least 51% of the aggregate  Securities Balance of the
Securities instruct otherwise),  thereby causing early payment of the Term Note
Balance of the Term Notes.

         In the  event of a  bankruptcy  or  insolvency  of the  Servicer,  the
related  bankruptcy  trustee  or  receiver  may have the power to  prevent  the
appointment of a successor Servicer.

REPURCHASE OPTION OF THE SERVICER

         In certain  instances  in which a  Mortgagor  either (i)  requests  an
increase in the credit limit on the related HELOC above the limit stated in the
Credit  Line  Agreement,  or (ii)  requests  to  place  a lien  on the  related
Mortgaged  Property  senior  to the  lien of the  related  Mortgage  Loan,  the
Servicer  will have the option to  purchase  from the Trust  Estate the related
Mortgage  Loan  at a  price  equal  to  the  Repurchase  Price.  There  are  no
limitations on the frequency of such repurchases or the  characteristics of the
Mortgage  Loans so  repurchased.  Such  repurchases  may lead to an increase in
prepayments  on the  Mortgage  Loans,  which may  reduce  the yield on the Term
Notes.  In addition,  such  repurchases may affect the  characteristics  of the
Mortgage Loans in the aggregate with respect to Loan Rates and credit quality.

LIMITATIONS AND REDUCTION AND SUBSTITUTION OF CREDIT ENHANCEMENT

         Credit  enhancement  will be provided for the Notes in the form of (i)
Excess Spread (representing excess interest  collections,  if available),  (ii)
overcollateralization  and (iii) the Policy,  to the limited  extent  described
herein.  None of the  Seller,  the  Depositor,  the  Servicer  or any of  their
respective affiliates will be required to take any other action to maintain, or
have any  obligation to replace or supplement,  such credit  enhancement or any
rating of the Term  Notes.  To the  extent  that  losses  are  incurred  on the
Mortgage Loans that are not covered by Excess Spread,  overcollateralization or
the Policy, Securityholders (including the Term Noteholders) will bear the risk
of such losses.

SOCIAL, ECONOMIC AND OTHER FACTORS

         The ability of the Issuer to  purchase  Subsequent  Mortgage  Loans is
largely  dependent  upon whether  mortgagors  perform  their  payment and other
obligations  required by the related mortgage loans in order that such mortgage
loans meet the  specified  requirements  for transfer on a Subsequent  Transfer
Date as a Subsequent  Mortgage Loan. The  performance by such mortgagors may be
affected  as a result of a variety of social  and  economic  factors.  Economic
factors include interest rates,  unemployment levels, the rate of inflation and
consumer  perception  of  economic  conditions  generally.  There  is no way to
predict  whether or to what extent  economic or social  factors will affect the
performance by such  mortgagors  and the  availability  of Subsequent  Mortgage
Loans.

<PAGE>

INITIAL HELOC CHARACTERISTICS

         Set forth below is a description of certain additional characteristics
of the Initial HELOCs as of the Statistical  Calculation Date. Unless otherwise
specified,  all  principal  balances  of  the  Initial  HELOCs  are  as of  the
Statistical  Calculation  Date  and are  rounded  to the  nearest  dollar.  All
percentages are approximate  percentages by aggregate  principal  balance as of
the Statistical Calculation Date (except as indicated otherwise).


                                 PROPERTY TYPE

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                Initial HELOCs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Property Type                                     HELOCs               Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
<S>                                              <C>                 <C>                           <C>
 Two to Four Family                                  15               $   230,667.69                  0.49%
 Condominium                                         92               $ 1,610,595.15                  3.39%
 Manufactured                                         4               $    27,476.15                  0.06%
 Multi-Family                                         1               $    45,000.00                  0.09%
 Planned Unit Development                           143               $ 3,102,246.93                  6.52%
 Single-Family Dwelling                           2,090               $42,538,663.57                 89.45%
                                                  -----               --------------                 ------
                       TOTAL                      2,345               $47,554,649.49                100.00%
                                                  =====               ==============                =======
</TABLE>


                                OCCUPANCY TYPES

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                 Initial HELOCs by
Occupancy                                    Number of Initial     Statistical Calculation    Statistical Calculation
(as indicated by Borrower)                        HELOCs                Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------    -----------------------
<S>                                                  <C>                 <C>                        <C>
 Owner Occupied                                       2,324               $46,840,545.71              98.50%
 Non-Owner Occupied                                      21               $   714,103.78               1.50%
                                                         --                 ------------               -----
                       TOTAL                          2,345               $47,554,649.49             100.00%
                                                      =====               ==============             =======
</TABLE>


                               DOCUMENTATION TYPE

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                Initial HELOCs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Documentation                                    HELOCs                Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
<S>                                                  <C>              <C>                          <C>
 Alternative                                         140               $ 2,011,765.08                 4.23%
 Expanded No Income No Appraisal ("NINA")              1               $     7,500.00                 0.02%
 Express                                              36               $ 1,220,445.49                 2.57%
 Family First Division                               251               $ 5,135,225.29                10.80%
 Full                                                 15               $   187,259.56                 0.39%
 NINA                                                100               $ 1,469,848.32                 3.09%
 No Income Verification ("NIV")                       54               $ 1,182,019.47                 2.49%
 Quick                                                 8               $   142,816.63                 0.30%
 Relocation                                            2               $    25,269.20                 0.05%
 Select                                               94               $ 2,847,836.18                 5.99%
 Standard                                          1,600               $32,103,094.74                67.51%
 Streamline                                           13               $   466,259.76                 0.98%
 Super Express                                        31               $   755,309.77                 1.59%
                                                      --                 ------------                 -----
                       TOTAL                       2,345               $47,554,649.49               100.00%
                                                   =====               ==============               =======
</TABLE>


                               PRINCIPAL BALANCES

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                Initial HELOCs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Range of Principal Balances ($)                  HELOCs                Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
<S>                                              <C>                 <C>                             <C>
       $0.00  to       $25,000.00                 1,747                $18,915,249.22                  39.78%
  $25,000.01  to       $50,000.00                   444                $15,745,637.32                  33.11%
  $50,000.01  to       $75,000.00                    97                $ 5,997,089.77                  12.61%
  $75,000.01  to      $100,000.00                    36                $ 3,204,479.53                   6.74%
 $100,000.01  to      $125,000.00                     6                $   669,716.21                   1.41%
 $125,000.01  to      $150,000.00                     3                $   409,769.13                   0.86%
 $150,000.01  to      $175,000.00                     3                $   490,361.06                   1.03%
 $175,000.01  to      $200,000.00                     6                $ 1,174,238.25                   2.47%
 $225,000.01  to      $250,000.00                     1                $   248,109.00                   0.52%
 $325,000.01  to      $350,000.00                     2                $   700,000.00                   1.47%
                                                      -                  ------------                   -----
                           TOTAL                  2,345                $47,554,649.49                 100.00%
                                                  =====                ==============                 =======
</TABLE>

               The average Principal Balance as of the Statistical  Calculation
Date is $20,279.17.


                           GEOGRAPHICAL DISTRIBUTIONS

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                Initial HELOCs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
State                                            HELOCs                Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
<S>                                            <C>                 <C>                           <C>
 Alabama                                           16               $   295,221.51                  0.62%
 Alaska                                             8               $   164,894.31                  0.35%
 Arizona                                           22               $   415,537.16                  0.87%
 California                                       487               $12,980,521.20                 27.30%
 Colorado                                          48               $ 1,268,937.40                  2.67%
 Connecticut                                       40               $ 1,006,378.75                  2.12%
 Delaware                                          10               $    96,610.29                  0.20%
 District of Columbia                               1               $    62,500.00                  0.13%
 Florida                                           67               $ 1,264,499.97                  2.66%
 Georgia                                           33               $   524,728.53                  1.10%
 Idaho                                             25               $   387,957.94                  0.82%
 Illinois                                          84               $ 1,482,017.87                  3.12%
 Indiana                                           46               $   765,670.05                  1.61%
 Iowa                                              13               $   137,728.20                  0.29%
 Kansas                                             5               $    59,914.61                  0.13%
 Kentucky                                           6               $   162,436.85                  0.34%
 Louisiana                                         16               $   189,178.72                  0.40%
 Maine                                             14               $   362,144.28                  0.76%
 Maryland                                          13               $   208,447.42                  0.44%
 Massachusetts                                     56               $ 1,408,861.67                  2.96%
 Michigan                                         545               $ 9,867,898.69                 20.75%
 Minnesota                                         21               $   519,703.61                  1.09%
 Mississippi                                        9               $    98,977.39                  0.21%
 Missouri                                          46               $   636,698.15                  1.34%
 Montana                                            8               $   126,976.37                  0.27%
 Nebraska                                           6               $   158,365.84                  0.33%
 Nevada                                            22               $   381,753.71                  0.80%
 New Hampshire                                     26               $   430,958.50                  0.91%
 New Jersey                                       112               $ 2,385,669.30                  5.02%
 New Mexico                                         8               $   128,963.39                  0.27%
 New York                                          82               $ 1,654,542.17                  3.48%
 North Carolina                                    46               $   918,419.32                  1.93%
 Ohio                                              35               $   383,096.07                  0.81%
 Oklahoma                                           9               $   133,447.93                  0.28%
 Oregon                                            47               $   860,322.88                  1.81%
 Pennsylvania                                      95               $ 1,564,439.60                  3.29%
 Rhode Island                                       6               $    65,039.72                  0.14%
 South Carolina                                     8               $   163,919.34                  0.34%
 South Dakota                                       2               $    17,225.99                  0.04%
 Tennessee                                         31               $   425,977.39                  0.90%
 Utah                                               3               $    84,397.06                  0.18%
 Vermont                                           14               $   303,616.09                  0.64%
 Virginia                                          42               $ 1,037,218.42                  2.18%
 Washington                                        76               $ 1,478,660.86                  3.11%
 Wisconsin                                         29               $   308,502.66                  0.65%
 Wyoming                                            7               $   175,672.31                  0.37%
                                                    -                 ------------                  -----
    TOTAL                                       2,345               $47,554,649.49                100.00%
                                                =====               ==============                =======
</TABLE>


                         COMBINED LOAN-TO-VALUE RATIOS

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                Initial HELOCs by
Range of Combined                           Number of Initial      Statistical Calculation   Statistical Calculation
Loan-to-Value Ratios(%)                          HELOCs                Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
  <S>                                           <C>                   <C>                         <C>
    5.001%  to     10.000%                           5                 $   114,265.90                0.24%
   10.001%  to     15.000%                           6                 $   289,201.54                0.61%
   15.001%  to     20.000%                           4                 $    64,738.72                0.14%
   20.001%  to     25.000%                           3                 $    25,759.48                0.05%
   25.001%  to     30.000%                           6                 $    77,947.24                0.16%
   30.001%  to     35.000%                          18                 $   546,222.60                1.15%
   35.001%  to     40.000%                          11                 $   146,104.75                0.31%
   40.001%  to     45.000%                          27                 $   560,842.76                1.18%
   45.001%  to     50.000%                          27                 $   599,265.17                1.26%
   50.001%  to     55.000%                          20                 $   324,652.05                0.68%
   55.001%  to     60.000%                          46                 $ 1,351,124.78                2.84%
   60.001%  to     65.000%                          61                 $ 1,428,952.34                3.00%
   65.001%  to     70.000%                          96                 $ 2,294,766.41                4.83%
   70.001%  to     75.000%                         164                 $ 3,471,072.08                7.30%
   75.001%  to     80.000%                         521                 $10,986,352.88               23.10%
   80.001%  to     85.000%                         128                 $ 2,522,324.44                5.30%
   85.001%  to     90.000%                       1,065                 $19,268,830.24               40.52%
   90.001%  to     95.000%                          61                 $ 1,836,150.90                3.86%
   95.001%  to     100.000%                         76                 $ 1,646,075.21                3.46%
                                                    --                 --------------                -----
                       TOTAL                     2,345                 $47,554,649.49              100.00%
                                                 =====                 ==============              =======
</TABLE>

         The minimum and maximum Combined  Loan-to-Value  Ratios of the Initial
HELOCs  as of the  Statistical  Calculation  Date are  approximately  6.67% and
100.00%, respectively, and the weighted average Combined Loan-to-Value Ratio of
the Initial  HELOCs as of the  Statistical  Calculation  Date is  approximately
80.08%.


                              JUNIOR RATIOS(1)(2)

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                Initial HELOCs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Range of Junior Ratios(%)                        HELOCs                Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
   <S>                                         <C>                     <C>                         <C>
     0.00%                                         74                   $ 3,356,805.23                7.06%
     0.01%  to     9.99%                          186                   $ 2,147,661.43                4.52%
    10.00%  to     19.99%                       1,179                   $19,787,848.79               41.61%
    20.00%  to     29.99%                         447                   $ 9,469,699.70               19.91%
    30.00%  to     39.99%                         223                   $ 5,605,240.46               11.79%
    40.00%  to     49.99%                         133                   $ 3,557,656.64                7.48%
    50.00%  to     59.99%                          48                   $ 1,509,201.67                3.17%
    60.00%  to     69.99%                          26                   $   952,294.42                2.00%
    70.00%  to     79.99%                          15                   $   523,278.08                1.10%
    80.00%  to     89.99%                           8                   $   536,890.18                1.13%
    90.00%  to     99.99%                           6                   $   108,072.89                0.23%
                                                    -                     ------------                -----
                       TOTAL                    2,345                   $47,554,649.49              100.00%
                                                =====                   ==============              =======
</TABLE>

         (1)  The  Junior  Ratio  of a  HELOC  is  the  ratio  (expressed  as a
     percentage) of the credit limit  of such HELOC to  the sum of  such credit
     limit and the  outstanding balance of any  senior mortgage computed  as of
     the date such HELOC is underwritten.

         (2) The weighted  average Junior Ratio of the Initial HELOCs as of the
     Statistical Calculation Date is 23.46%.


                                   LOAN RATES

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                Initial HELOCs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Range of Loan Rates(%)                           HELOCs                Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
  <S>                                             <C>                   <C>                         <C>
    5.990%  to     6.000%                            102                 $ 2,624,638.56                5.52%
    6.001%  to     7.000%                              3                 $    58,315.00                0.12%
    7.001%  to     8.000%                          1,716                 $35,017,358.98               73.64%
    8.001%  to     9.000%                             32                 $ 1,101,011.67                2.32%
    9.001%  to     10.000%                           153                 $ 2,477,871.58                5.21%
   10.001%  to     11.000%                           204                 $ 3,565,250.54                7.50%
   11.001%  to     12.000%                           115                 $ 2,249,714.47                4.73%
   12.001%  to     13.000%                            20                 $   460,488.69                0.97%
                                                      --                   ------------                -----
                       TOTAL                       2,345                 $47,554,649.49              100.00%
                                                   =====                 ==============              =======
</TABLE>

         The weighted average Loan Rate as of the Statistical  Calculation Date
is 8.029%.


                           FULLY INDEXED GROSS MARGIN

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                Initial HELOCs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Range of Fully Indexed Gross Margins(%)          HELOCs                Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
   <S>                                           <C>                  <C>                           <C>
    0.000%  to     1.000%                           962                $22,273,445.47                 46.84%
    1.001%  to     2.000%                         1,128                $19,572,364.05                 41.16%
    2.001%  to     3.000%                           136                $ 2,922,417.44                  6.15%
    3.001%  to     4.000%                           115                $ 2,707,235.58                  5.69%
    Greater than 4.000%                               4                $    79,186.95                  0.17%
                                                      -                   -----------                  -----
                       TOTAL                      2,345                $47,554,649.49                100.00%
                                                  =====                ==============                =======
</TABLE>

         The  weighted  average  fully  indexed  margin  as of the  Statistical
Calculation Date is approximately 1.560% per annum.


                            CREDIT UTILIZATION RATES

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                Initial HELOCs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Range of Credit Utilization Rates (%)            HELOCs                Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
<S>                                              <C>                     <C>                         <C>
 0.01        to     5.00%                            58                   $   148,716.44                0.31%
 5.01        to     10.00%                          145                   $   541,424.35                1.14%
 10.01       to     15.00%                          132                   $   759,777.70                1.60%
 15.01       to     20.00%                          155                   $ 1,107,256.06                2.33%
 20.01       to     25.00%                          119                   $ 1,045,257.17                2.20%
 25.01       to     30.00%                          106                   $ 1,175,220.27                2.47%
 30.01       to     35.00%                          100                   $ 1,289,707.27                2.71%
 35.01       to     40.00%                           88                   $ 1,469,959.68                3.09%
 40.01       to     45.00%                          102                   $ 1,416,720.34                2.98%
 45.01       to     50.00%                           94                   $ 1,804,771.89                3.80%
 50.01       to     55.00%                           75                   $ 1,325,302.41                2.79%
 55.01       to     60.00%                           67                   $ 1,196,612.57                2.52%
 60.01       to     65.00%                           62                   $ 1,349,792.19                2.84%
 65.01       to     70.00%                           77                   $ 1,800,199.99                3.79%
 70.01       to     75.00%                           66                   $ 1,733,451.26                3.65%
 75.01       to     80.00%                           66                   $ 1,662,531.80                3.50%
 80.01       to     85.00%                           65                   $ 1,982,067.28                4.17%
 85.01       to     90.00%                           82                   $ 2,313,663.08                4.87%
 90.01       to     95.00%                           87                   $ 2,300,803.06                4.84%
 95.01       to     100.00%                         599                   $21,131,414.68               44.44%
                                                    ---                   --------------               ------
                       TOTAL                      2,345                   $47,554,649.49              100.00%
                                                  =====                   ==============              =======
</TABLE>

         The weighted average Credit  Utilization Rate based on the Statistical
Calculation  Date  Credit  Limit of the  Initial  HELOCs as of the  Statistical
Calculation Date is 52.34%.


                                 CREDIT LIMITS

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                Initial HELOCs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Range of Credit Limits($)                        HELOCs                Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
   <S>                                           <C>                    <C>                         <C>
          $0.01  to    $25,000.00                 1,030                  $10,870,178.60               22.86%
     $25,000.01  to    $50,000.00                   881                  $18,130,260.74               38.13%
     $50,000.01  to    $75,000.00                   184                  $ 6,320,161.30               13.29%
     $75,000.01  to    $100,000.00                  189                  $ 7,227,846.75               15.20%
    $100,000.01  to    $125,000.00                   14                  $   712,594.93                1.50%
    $125,000.01  to    $150,000.00                   16                  $   959,118.14                2.02%
    $150,000.01  to    $175,000.00                    8                  $   667,189.01                1.40%
    $175,000.01  to    $200,000.00                    4                  $   429,732.67                0.90%
    $200,000.01  to    $225,000.00                    8                  $   482,214.66                1.01%
    $225,000.01  to    $250,000.00                    7                  $   816,256.27                1.72%
    $325,000.01  to    $350,000.00                    2                  $   700,000.00                1.47%
    $425,000.01  to    $450,000.00                    1                  $    48,209.84                0.10%
    Greater than $450,000.00                          1                  $   190,886.58                0.40%
                                                      -                    ------------                -----
                               TOTAL              2,345                  $47,554,649.49              100.00%
                                                  =====                  ==============              =======
</TABLE>

         The  weighted  average  of the  Credit  Limits  as of the  Statistical
Calculation Date is $64,191.33.


                               MAXIMUM LOAN RATES

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                Initial HELOCs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Maximum Loan Rates (%)                           HELOCs                Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
<S>                                               <C>                    <C>                         <C>
   15.001%  to     16.000%                            17                  $   336,520.46                0.71%
   16.001%  to     17.000%                             8                  $   229,887.73                0.48%
   17.001%  to     18.000%                           275                  $ 7,222,965.02               15.19%
   18.001%  to     19.000%                         2,038                  $39,642,942.69               83.36%
 Uncapped                                              7                  $   122,333.59                0.26%
                                                       -                    ------------                -----
                       TOTAL                       2,345                  $47,554,649.49              100.00%
                                                   =====                  ==============              =======
</TABLE>

         The  weighted   average  Maximum  Loan  Rate  as  of  the  Statistical
Calculation  Date is  approximately  18.394%.  For purposes of calculating  the
weighted average Maximum Loan Rate, uncapped HELOCs were excluded.


                     MONTHS REMAINING TO SCHEDULED MATURITY

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                Initial HELOCs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Range of Months                                  HELOCs                Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
<S>                                             <C>                    <C>                          <C>
         0  to     120                           2,070                  $40,347,765.98                84.85%
       121  to     180                              59                  $ 1,516,343.03                 3.19%
 Greater than 180                                  216                  $ 5,690,540.48                11.97%
                                                   ---                  --------------                ------
                       TOTAL                     2,345                  $47,554,649.49               100.00%
                                                 =====                  ==============               =======
</TABLE>

         The weighted average months remaining to scheduled  maturity as of the
Statistical Calculation Date is 139 months.


                                ORIGINATION YEAR

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                Initial HELOCs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Origination Year                                 HELOCs                Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
  <S>                                          <C>                    <C>                           <C>
   1988                                             1                  $    10,000.00                  0.02%
   1990                                             3                  $    36,031.79                  0.08%
   1991                                             3                  $    89,080.82                  0.19%
   1992                                             5                  $   184,162.75                  0.39%
   1993                                            11                  $   212,843.80                  0.45%
   1994                                             9                  $   117,178.72                  0.25%
   1995                                            21                  $   263,344.43                  0.55%
   1996                                            36                  $   495,367.63                  1.04%
   1997                                           177                  $ 2,297,868.43                  4.83%
   1998                                         2,079                  $43,848,771.12                 92.21%
                                                -----                  --------------                 ------
                       TOTAL                    2,345                  $47,554,649.49                100.00%
                                                =====                  ==============                =======
</TABLE>


                                 LIEN PRIORITY

<TABLE>
<CAPTION>
                                                                                                    Percent of
                                                                                                Initial HELOCs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Lien Position                                    HELOCs                Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
<S>                                               <C>                  <C>                            <C>
 First                                                72                $ 3,332,326.03                   7.01%
 Second                                            2,273                $44,222,323.46                  92.99%
                                                   -----                --------------                  ------
                    TOTAL                          2,345                $47,554,649.49                 100.00%
                                                   =====                ==============                 =======
</TABLE>


                             DEBT-TO-INCOME RATIOS

<TABLE>
<CAPTION>
                                                                                                        Percent of
                                                                                                     Initial HELOCs by
         Range of Debt-to-Income        Number of Initial      Statistical Calculation Date    Statistical Calculation Date
                Ratios(%)                   HELOCs                        Balance                        Balance
- ---------------------------------------------------------------------------------------------------------------------------
       <S>                                  <C>                       <C>                               <C>
         0.00%    to     9.99%                  10                     $   285,241.37                      0.60%
        10.00%    to     19.99%                117                     $ 2,340,933.75                      4.92%
        20.00%    to     29.99%                515                     $10,467,186.15                     22.01%
        30.00%    to     39.99%                839                     $15,697,931.74                     33.01%
        40.00%    to     49.99%                690                     $14,827,607.48                     31.18%
        50.00%    to     59.99%                140                     $ 2,916,540.69                      6.13%
        60.00%    to     69.99%                 34                     $ 1,019,208.31                      2.14%
                                                --                     --------------                      -----
    -----------------------------------------------------------------------------------------------------------------------
        TOTAL                                2,345                     $47,554,649.49                    100.00%
                                             =====                     ==============                    =======
    -----------------------------------------------------------------------------------------------------------------------
</TABLE>


INITIAL HEL CHARACTERISTICS

         Set forth below is a description of certain additional characteristics
of the Initial HELs as of the Statistical  Calculation  Date.  Unless otherwise
specified, all principal balances of the Initial HELs are as of the Statistical
Calculation  Date and are rounded to the nearest  dollar.  All  percentages are
approximate  percentages by aggregate  principal  balance as of the Statistical
Calculation Date (except as indicated otherwise).


                                 PROPERTY TYPE

<TABLE>
<CAPTION>
                                                                                                   Percent of
                                                                                                 Initial HELs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Property Type                                     HELs                  Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
<S>                                             <C>                    <C>                           <C>
 2-4 Family                                         14                  $   327,876.08                  0.72%
 2-4 Unit (duplex)                                   5                  $   167,996.72                  0.37%
 Condominium                                        69                  $ 1,397,244.32                  3.05%
 Manufactured                                        5                  $    80,697.01                  0.18%
 PUD                                                67                  $ 2,063,607.45                  4.51%
 Single-Family Dwelling                          1,751                  $41,764,432.46                 91.19%
                                                 -----                  --------------                 ------
                       TOTAL                     1,911                  $45,801,854.04                100.00%
                                                 =====                  ==============                =======
</TABLE>


                                OCCUPANCY TYPES

<TABLE>
<CAPTION>
                                                                                                   Percent of
                                                                                                 Initial HELs by
Occupancy                                   Number of Initial      Statistical Calculation   Statistical Calculation
(as indicated by Borrower)                       HELs                  Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
<S>                                              <C>                    <C>                         <C>
 Owner Occupied                                   1,906                  $45,693,677.98               99.76%
 Non-Owner Occupied                                   5                  $   108,176.06                0.24%
                                                      -                    ------------                -----
                       TOTAL                      1,911                  $45,801,854.04              100.00%
                                                  =====                  ==============              =======
</TABLE>


                               DOCUMENTATION TYPE

<TABLE>
<CAPTION>
                                                                                                   Percent of
                                                                                                 Initial HELs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Documentation                                    HELs                  Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
<S>                                            <C>                     <C>                         <C>
 Alternative                                      136                   $ 3,192,140.52                6.97%
 Expanded NINA                                    157                   $ 2,917,443.82                6.37%
 Expanded NIV                                      25                   $   662,372.34                1.45%
 Express                                            1                   $    17,200.00                0.04%
 Family First Division                            126                   $ 3,010,100.40                6.57%
 Full                                              16                   $   551,928.58                1.21%
 NINA                                             409                   $ 8,314,486.40               18.15%
 NIV                                              146                   $ 3,868,413.44                8.45%
 Quick                                              2                   $    73,362.47                0.16%
 Relocation                                         2                   $    84,883.05                0.19%
 Select                                            20                   $   770,134.80                1.68%
 Standard                                         847                   $21,763,973.69               47.52%
 Streamline                                         2                   $    18,258.97                0.04%
 Super Express                                     22                   $   557,155.56                1.22%
                                                   --                     ------------                -----
                       TOTAL                    1,911                   $45,801,854.04              100.00%
                                                =====                   ==============              =======
</TABLE>


                               PRINCIPAL BALANCES

<TABLE>
<CAPTION>
                                                                                                   Percent of
                                                                                                 Initial HELs by
                                            Number of Initial      Statistical Calculation   Statistical Calculation
Range of Principal Balances($)                    HELs                  Date Balance                Date Balance
- ---------------------------------------   ----------------------   -----------------------   -----------------------
  <S>                                            <C>                     <C>                         <C>
         $0.00  to      $25,000.00                1,219                   $19,299,999.91               42.14%
    $25,000.01  to      $50,000.00                  622                   $21,591,110.05               47.14%
    $50,000.01  to      $75,000.00                   49                   $ 2,942,180.10                6.42%
    $75,000.01  to      $100,000.00                  18                   $ 1,573,761.00                3.44%
   $100,000.01  to      $125,000.00                   1                   $   103,075.19                0.23%
   $125,000.01  to      $150,000.00                   1                   $   140,601.80                0.31%
   $150,000.01  to      $175,000.00                   1                   $   151,125.99                0.33%
                                                      -                     ------------                -----
                                      TOTAL       1,911                   $45,801,854.04              100.00%
                                                  =====                   ==============              =======
</TABLE>

         The average Principal  Balance as of the Statistical  Calculation Date
is approximately $23,967.48.


                           GEOGRAPHICAL DISTRIBUTIONS

<TABLE>
<CAPTION>
                                                                                               Percent of
                                                                                             Initial HELs by
                                               Number of       Statistical Calculation   Statistical Calculation
State                                         Initial HELs           Date Balance             Date Balance
- ---------------------------------------     ----------------   -----------------------   -----------------------
<S>                                             <C>                <C>                           <C>
 Alabama                                             7               $   140,747.65                 0.31%
 Alaska                                              6               $   271,894.06                 0.59%
 Arizona                                            90               $ 1,861,687.95                 4.06%
 California                                        487               $13,764,856.44                30.05%
 Colorado                                           21               $   452,075.01                 0.99%
 Connecticut                                        29               $   869,407.92                 1.90%
 Delaware                                           11               $   304,200.33                 0.66%
 Florida                                            66               $ 1,372,064.42                 3.00%
 Georgia                                            43               $ 1,120,799.97                 2.45%
 Idaho                                              12               $   269,151.80                 0.59%
 Illinois                                           41               $   995,978.22                 2.17%
 Indiana                                            33               $   717,439.57                 1.57%
 Iowa                                              55                $   822,942.79                 1.80%
 Kansas                                             11               $   196,045.31                 0.43%
 Kentucky                                           10               $   236,340.13                 0.52%
 Louisiana                                          13               $   310,091.61                 0.68%
 Maine                                              12               $   249,240.10                 0.54%
 Maryland                                           31               $   684,249.61                 1.49%
 Massachusetts                                      69               $ 1,532,742.71                 3.35%
 Michigan                                          179               $ 4,232,446.55                 9.24%
 Minnesota                                          34               $   709,017.04                 1.55%
 Mississippi                                         8               $   156,659.49                 0.34%
 Missouri                                           35               $   714,240.06                 1.56%
 Montana                                             6               $   156,579.04                 0.34%
 Nebraska                                            3               $    52,389.51                 0.11%
 Nevada                                             24               $   526,967.06                 1.15%
 New Hampshire                                      16               $   374,049.11                 0.82%
 New Jersey                                         86               $ 2,112,558.40                 4.61%
 New Mexico                                         17               $   415,617.07                 0.91%
 New York                                           63               $ 1,761,716.37                 3.85%
 North Carolina                                     28               $   562,121.41                 1.23%
 North Dakota                                        3               $    31,800.47                 0.07%
 Ohio                                               50               $ 1,015,182.70                 2.22%
 Oklahoma                                           24               $   429,995.33                 0.94%
 Oregon                                             18               $   460,478.30                 1.01%
 Pennsylvania                                       86               $ 1,674,217.15                 3.66%
 Rhode Island                                       11               $   243,577.44                 0.53%
 South Carolina                                      7               $   150,612.85                 0.33%
 South Dakota                                        2               $    28,329.57                 0.06%
 Tennessee                                          30               $   709,849.16                 1.55%
 Texas                                               7               $   175,226.87                 0.38%
 Utah                                                8               $   250,581.69                 0.55%
 Vermont                                             8               $   134,294.42                 0.29%
 Virginia                                           36               $   881,119.32                 1.92%
 Washington                                         56               $ 1,276,515.63                 2.79%
 West Virginia                                       1               $    15,649.02                 0.03%
 Wisconsin                                          17               $   371,090.82                 0.81%
 Wyoming                                             1               $     7,016.59                 0.02%
                                                     -                   ----------                 -----
                        TOTAL                    1,911               $45,801,854.04               100.00%
                                                 =====               ==============               =======
</TABLE>


                         COMBINED LOAN-TO-VALUE RATIOS

<TABLE>
<CAPTION>
                                                                                               Percent of
                                                                                             Initial HELs by
Range of Combined                              Number of       Statistical Calculation   Statistical Calculation
Loan-to-Value Ratios(%)                       Initial HELs           Date Balance             Date Balance
- ---------------------------------------     ----------------   -----------------------   -----------------------
  <S>                                          <C>                 <C>                          <C>
    0.000%  to     5.000%                           1               $     7,393.91                 0.02%
    5.001%  to     10.000%                          5               $    63,374.94                 0.14%
   10.001%  to     15.000%                          5               $    81,423.37                 0.18%
   15.001%  to     20.000%                         13               $   267,661.00                 0.58%
   20.001%  to     25.000%                         15               $   271,965.96                 0.59%
   25.001%  to     30.000%                         17               $   406,224.69                 0.89%
   30.001%  to     35.000%                         15               $   296,018.12                 0.65%
   35.001%  to     40.000%                         20               $   473,817.64                 1.03%
   40.001%  to     45.000%                         27               $   605,705.55                 1.32%
   45.001%  to     50.000%                         39               $   867,469.57                 1.89%
   50.001%  to     55.000%                         45               $   938,825.06                 2.05%
   55.001%  to     60.000%                         56               $ 1,492,388.26                 3.26%
   60.001%  to     65.000%                         79               $ 2,066,352.51                 4.51%
   65.001%  to     70.000%                        101               $ 2,446,185.29                 5.34%
   70.001%  to     75.000%                        168               $ 4,279,071.74                 9.34%
   75.001%  to     80.000%                        368               $ 9,134,316.19                19.94%
   80.001%  to     85.000%                        201               $ 4,759,199.58                10.39%
   85.001%  to     90.000%                        660               $15,598,971.67                34.06%
   90.001%  to     95.000%                         30               $   563,057.61                 1.23%
   95.001%  to     100.000%                        46               $ 1,182,431.38                 2.58%
                                                   --               --------------                 -----
                       TOTAL                    1,911               $45,801,854.04               100.00%
                                                =====               ==============               =======
</TABLE>

         The minimum and maximum Combined  Loan-to-Value  Ratios of the Initial
HELs  as of the  Statistical  Calculation  Date  are  approximately  2.00%  and
100.00%, respectively, and the weighted average Combined Loan-to-Value Ratio of
the  Initial  HELs as of the  Statistical  Calculation  Date  is  approximately
77.17%.


                              JUNIOR RATIOS(1)(2)

<TABLE>
<CAPTION>
                                                                                               Percent of
                                                                                             Initial HELs by
                                               Number of       Statistical Calculation   Statistical Calculation
Range of Junio Ratios(%)                      Initial HELs           Date Balance             Date Balance
- ---------------------------------------     ----------------   -----------------------   -----------------------
 <S>                                            <C>                  <C>                         <C>
  [0.000]%  to     9.999%                          299                $ 4,554,124.07                9.94%
   10.000%  to     19.999%                         809                $17,391,610.87               37.97%
   20.000%  to     29.999%                         448                $12,392,029.31               27.06%
   30.000%  to     39.999%                         202                $ 6,214,917.68               13.57%
   40.000%  to     49.999%                          84                $ 2,942,658.58                6.42%
   50.000%  to     59.999%                          25                $   972,418.45                2.12%
   60.000%  to     69.999%                          14                $   501,409.73                1.09%
   70.000%  to     79.999%                          14                $   415,924.94                0.91%
   80.000%  to     89.999%                           9                $   221,992.41                0.48%
   90.000%  to     99.999%                           7                $   194,768.00                0.43%
                                                     -                  ------------                -----
                       TOTAL                     1,911                $45,801,854.04              100.00%
                                                 =====                ==============              =======
</TABLE>

         (1) The Junior Ratio of a HEL is the ratio (expressed as a percentage)
     of the  credit limit of such HEL  to the sum of such  credit limit and the
     outstanding balance  of any senior mortgage  computed as of the  date such
     HEL is underwritten.

         (2) The  weighted average Junior  Ratio of the Initial  HELs as of the
     Statistical Calculation Date is 24.60%.


                                   LOAN RATES

<TABLE>
<CAPTION>
                                                                                               Percent of
                                                                                             Initial HELs by
                                               Number of       Statistical Calculation   Statistical Calculation
Range of Loan Rates(%)                        Initial HELs           Date Balance             Date Balance
- ---------------------------------------     ----------------   -----------------------   -----------------------
  <S>                                           <C>                 <C>                         <C>
    6.000%                                           2               $    19,504.97                0.04%
    6.001%  to     7.000%                           26               $   226,343.64                0.49%
    7.001%  to     8.000%                           34               $   234,669.27                0.51%
    8.001%  to     9.000%                            7               $   236,007.26                0.52%
    9.001%  to     10.000%                         789               $21,425,260.90               46.78%
   10.001%  to     11.000%                         802               $19,430,288.87               42.42%
   11.001%  to     12.000%                         236               $ 3,993,857.11                8.72%
   12.001%  to     13.000%                          15               $   235,922.02                0.52%
                                                    --                 ------------                -----
                       TOTAL                     1,911               $45,801,854.04              100.00%
                                                 =====               ==============              =======
</TABLE>

         The weighted average Loan Rate as of the Statistical  Calculation Date
is approximately 10.196%.


                     MONTHS REMAINING TO SCHEDULED MATURITY

<TABLE>
<CAPTION>
                                                                                               Percent of
                                                                                             Initial HELs by
                                               Number of       Statistical Calculation   Statistical Calculation
Range of Months                               Initial HELs           Date Balance             Date Balance
- ---------------------------------------     ----------------   -----------------------   -----------------------
     <S>                                        <C>                 <C>                         <C>
        24  to     47                               10               $   126,404.96                0.28%
        48  to     71                              329               $ 5,637,566.14               12.31%
        72  to     95                                1               $    17,912.13                0.04%
        96  to     119                             665               $14,522,530.15               31.71%
       120  to     143                               1               $    19,973.70                0.04%
       144  to     167                               4               $    78,303.52                0.17%
       168  to     191                             877               $24,675,552.69               53.87%
       216  to     239                              20               $   617,441.18                1.35%
       288  to     311                               4               $   106,169.57                0.23%
                                                     -                 ------------                -----
                       TOTAL                     1,911               $45,801,854.04              100.00%
                                                 =====               ==============              =======
</TABLE>

         The weighted average months remaining to scheduled  maturity as of the
Statistical Calculation Date is approximately 141 months.


                                 LIEN PRIORITY

<TABLE>
<CAPTION>
                                                                                               Percent of
                                                                                             Initial HELs by
                                               Number of       Statistical Calculation   Statistical Calculation
Lien Position                                 Initial HELs           Date Balance             Date Balance
- ---------------------------------------     ----------------   -----------------------   -----------------------
   <S>                                          <C>                  <C>                         <C>
     First                                          61                $ 1,619,446.89                3.54%
    Second                                       1,850                $44,182,407.15               96.46%
                                                 -----                --------------               ------
                       TOTAL                     1,911                $45,801,854.04              100.00%
                                                 =====                ==============              =======
</TABLE>


                             DEBT-TO-INCOME RATIOS

<TABLE>
<CAPTION>
                                                                                               Percent of
                                                                                             Initial HELs by
         Range of Debt-to-Income               Number of       Statistical Calculation   Statistical Calculation
               Ratios(%)                      Initial HELs           Date Balance             Date Balance
- ---------------------------------------     ----------------   -----------------------   -----------------------
<S>                                            <C>                 <C>                           <C>
       0.00%    to     9.99%                        4               $    40,633.50                  0.09%
      10.00%    to     19.99%                      81               $ 1,668,261.94                  3.64%
      20.00%    to     29.99%                     356               $ 7,856,295.10                 17.15%
      30.00%    to     39.99%                     807               $19,568,518.21                 42.72%
      40.00%    to     49.99%                     595               $14,932,716.55                 32.60%
      50.00%    to     59.99%                      61               $ 1,516,242.95                  3.31%
      60.00%    to     69.99%                       6               $   204,618.05                  0.45%
      70.00%    to     79.99%                       1               $    14,567.74                  0.03%
                                                    -                  -----------                  -----
- -----------------------------------------------------------------------------------------------------------------
              TOTAL                             1,911               $45,801,854.04                100.00%
                                                =====                ==============               =======
- -----------------------------------------------------------------------------------------------------------------
</TABLE>


         The  information  set forth in the  preceding  sections  is based upon
information  provided  by  the  Seller  and  tabulated  by the  Depositor.  The
Depositor  makes no  representation  as to the accuracy or completeness of such
information.


                 PERCENTAGE OF INITIAL TERM NOTE BALANCE (1)(2)

<TABLE>
<CAPTION>
PAYMENT DATE                                                                          CPR
                                                -------------------------------------------------------------------------------
<S>                                                  <C>          <C>        <C>        <C>       <C>        <C>       <C>
 HEL CPR                                               0%          20%        25%        30%       35%        40%       45%

 HELOC GROSS CPR                                       0%          20%        25%        30%       35%        40%       45%

 INITIAL........................................      100          100        100        100       100        100       100

 SEPTEMBER 1999.................................      100          100        100        100       100        100       100

 SEPTEMBER 2000.................................       99          92         90         87         84        80         77

 SEPTEMBER 2001.................................       95          79         72         65         59        52         46

 SEPTEMBER 2002.................................       92          68         58         49         41        34         28

 SEPTEMBER 2003.................................       88          59         47         38         29        23         17

 SEPTEMBER 2004.................................       84          48         37         27         20        14         10

 SEPTEMBER 2005.................................       79          37         27         19         13         8         0

 SEPTEMBER 2006.................................       74          29         19         13         8          0         0

 SEPTEMBER 2007.................................       72          23         14          9         0          0         0

 SEPTEMBER 2008.................................       21           0          0          0         0          0         0

 SEPTEMBER 2009.................................       18           0          0          0         0          0         0

 SEPTEMBER 2010.................................       16           0          0          0         0          0         0

 SEPTEMBER 2011.................................       13           0          0          0         0          0         0

 SEPTEMBER 2012.................................       10           0          0          0         0          0         0

 SEPTEMBER 2013.................................       0            0          0          0         0          0         0

 WEIGHTED AVERAGE LIFE TO 10% CALL (YEARS)......      9.22        5.94       5.22       4.63       4.08      3.64       3.31

 WEIGHTED AVERAGE LIFE TO MATURITY (YEARS)......      9.91        6.11       5.30       4.66       4.16      3.76       3.43
                                                                                                =========
</TABLE>

      (1)         ASSUMES  (I)  EXCEPT  WHERE   INDICATED,   THAT  AN  OPTIONAL
           TERMINATION IS EXERCISED ON THE FIRST PAYMENT DATE ON WHICH THE TERM
           TERM  NOTE BALANCE AS  OF THE LAST  DATE OF  THE  RELATED COLLECTION
           PERIOD IS LESS THAN OR EQUAL TO 10% OF THE INITIAL TERM NOTE BALANCE
           AND (II) IN THE CASE OF THE HELOCS, A CONSTANT DRAW RATE OF 12.0%.
      (2)         ALL PERCENTAGES ARE ROUNDED TO THE NEAREST 1%.
      (3)         ASSUMES PRICING SPEED OF 35% CPR ON HELS AND GROSS CPR OF 35%
           ON HELOCS.


                             AVAILABLE FUNDS TABLE

1)         Assuming no change in interest rates, Prime Rate remains at 8.5%.
2)         Assumes  initial  pool  collateral mix  of 46%  fixed rate  HELs/54%
      adjustable rate HELOCs (Index + margin),  with Subsequent  Mortgage Loans
      representing  a mix of 10% fixed rate HELs/ 90%  adjustable  rate  HELOCs
      added to the pool during the Revolving Period.
3)         Assumes CPR of 35% on HELs and Gross CPR of 35% and Draw Rate of 12%
      on HELOCs.
4)         Available Funds represents  the Net Loan Rate which  is the weighted
      average  Loan  Rates  less the  servicing  fee,  trustee  fees and credit
      enhancer fee  (approximately  0.635%) and,  commencing on the  thirteenth
      Payment Date, a Credit Enhancer carveout of 0.50%.

<TABLE>
<CAPTION>
     %                    %                    %                     %                     %                     %
   <S>     <C>          <C>     <C>          <C>     <C>           <C>     <C>           <C>     <C>           <C>      <C>
    8.40    Oct-98       8.94    Nov-02       8.92    Dec-06        8.83    Jan-11        8.81    Feb-15        8.81     Mar-19
    8.37    Nov-98       8.93    Dec-02       8.92    Jan-07        8.83    Feb-11        8.81    Mar-15        8.81     Apr-19
    8.43    Dec-98       8.93    Jan-03       8.92    Feb-07        8.83    Mar-11        8.81    Apr-15        8.81     May-19
    8.41    Jan-99       8.93    Feb-03       8.92    Mar-07        8.83    Apr-11        8.81    May-15        8.81     Jun-19
    8.40    Feb-99       8.93    Mar-03       8.92    Apr-07        8.83    May-11        8.81    Jun-15        8.81     Jul-19
    9.47    Mar-99       8.93    Apr-03       8.92    May-07        8.83    Jun-11        8.81    Jul-15        8.81     Aug-19
    9.47    Apr-99       8.93    May-03       8.92    Jun-07        8.83    Jul-11        8.81    Aug-15        8.81     Sep-19
    9.45    May-99       8.93    Jun-03       8.92    Jul-07        8.83    Aug-11        8.81    Sep-15        8.81     Oct-19
    9.45    Jun-99       8.93    Jul-03       8.92    Aug-07        8.83    Sep-11        8.81    Oct-15        8.81     Nov-19
    9.44    Jul-99       8.93    Aug-03       8.92    Sep-07        8.83    Oct-11        8.81    Nov-15        8.81     Dec-19
    9.44    Aug-99       8.93    Sep-03       8.92    Oct-07        8.83    Nov-11        8.81    Dec-15        8.81     Jan-20
    9.44    Sep-99       8.93    Oct-03       8.92    Nov-07        8.82    Dec-11        8.81    Jan-16        8.81     Feb-20
    8.96    Oct-99       8.93    Nov-03       8.92    Dec-07        8.82    Jan-12        8.81    Feb-16        8.81     Mar-20
    8.95    Nov-99       8.93    Dec-03       8.92    Jan-08        8.82    Feb-12        8.81    Mar-16        8.81     Apr-20
    8.95    Dec-99       8.93    Jan-04       8.92    Feb-08        8.82    Mar-12        8.81    Apr-16        8.81     May-20
    8.95    Jan-00       8.93    Feb-04       8.92    Mar-08        8.82    Apr-12        8.81    May-16        8.81     Jun-20
    8.95    Feb-00       8.93    Mar-04       8.92    Apr-08        8.82    May-12        8.81    Jun-16        8.81     Jul-20
    8.95    Mar-00       8.93    Apr-04       8.92    May-08        8.82    Jun-12        8.81    Jul-16        8.81     Aug-20
    8.94    Apr-00       8.93    May-04       8.92    Jun-08        8.82    Jul-12        8.81    Aug-16        8.81     Sep-20
    8.94    May-00       8.93    Jun-04       8.87    Jul-08        8.82    Aug-12        8.81    Sep-16        8.81     Oct-20
    8.94    Jun-00       8.93    Jul-04       8.87    Aug-08        8.82    Sep-12        8.81    Oct-16        8.81     Nov-20
    8.94    Jul-00       8.93    Aug-04       8.87    Sep-08        8.82    Oct-12        8.81    Nov-16        8.81     Dec-20
    8.94    Aug-00       8.93    Sep-04       8.86    Oct-08        8.82    Nov-12        8.81    Dec-16        8.81     Jan-21
    8.94    Sep-00       8.93    Oct-04       8.86    Nov-08        8.82    Dec-12        8.81    Jan-17        8.81     Feb-21
    8.94    Oct-00       8.93    Nov-04       8.86    Dec-08        8.81    Jan-13        8.81    Feb-17        8.81     Mar-21
    8.94    Nov-00       8.93    Dec-04       8.86    Jan-09        8.81    Feb-13        8.81    Mar-17        8.81     Apr-21
    8.94    Dec-00       8.93    Jan-05       8.86    Feb-09        8.81    Mar-13        8.81    Apr-17        8.81     May-21
    8.94    Jan-01       8.93    Feb-05       8.86    Mar-09        8.81    Apr-13        8.81    May-17        8.81     Jun-21
    8.94    Feb-01       8.93    Mar-05       8.85    Apr-09        8.81    May-13        8.81    Jun-17        8.81     Jul-21
    8.94    Mar-01       8.93    Apr-05       8.85    May-09        8.81    Jun-13        8.81    Jul-17        8.81     Aug-21
    8.94    Apr-01       8.93    May-05       8.85    Jun-09        8.81    Jul-13        8.81    Aug-17        8.81     Sep-21
    8.94    May-01       8.93    Jun-05       8.85    Jul-09        8.81    Aug-13        8.81    Sep-17        8.81     Oct-21
    8.94    Jun-01       8.93    Jul-05       8.85    Aug-09        8.81    Sep-13        8.81    Oct-17        8.81     Nov-21
    8.94    Jul-01       8.93    Aug-05       8.85    Sep-09        8.81    Oct-13        8.81    Nov-17        8.81     Dec-21
    8.94    Aug-01       8.93    Sep-05       8.85    Oct-09        8.81    Nov-13        8.81    Dec-17        8.81     Jan-22
    8.94    Sep-01       8.93    Oct-05       8.85    Nov-09        8.81    Dec-13        8.81    Jan-18
    8.94    Oct-01       8.93    Nov-05       8.85    Dec-09        8.81    Jan-14        8.81    Feb-18
    8.94    Nov-01       8.93    Dec-05       8.85    Jan-10        8.81    Feb-14        8.81    Mar-18
    8.94    Dec-01       8.93    Jan-06       8.84    Feb-10        8.81    Mar-14        8.81    Apr-18
    8.94    Jan-02       8.92    Feb-06       8.84    Mar-10        8.81    Apr-14        8.81    May-18
    8.94    Feb-02       8.92    Mar-06       8.84    Apr-10        8.81    May-14        8.81    Jun-18
    8.94    Mar-02       8.92    Apr-06       8.84    May-10        8.81    Jun-14        8.81    Jul-18
    8.94    Apr-02       8.92    May-06       8.84    Jun-10        8.81    Jul-14        8.81    Aug-18
    8.94    May-02       8.92    Jun-06       8.84    Jul-10        8.81    Aug-14        8.81    Sep-18
    8.94    Jun-02       8.92    Jul-06       8.84    Aug-10        8.81    Sep-14        8.81    Oct-18
    8.94    Jul-02       8.92    Aug-06       8.84    Sep-10        8.81    Oct-14        8.81    Nov-18
    8.94    Aug-02       8.92    Sep-06       8.84    Oct-10        8.81    Nov-14        8.81    Dec-18
    8.94    Sep-02       8.92    Oct-06       8.84    Nov-10        8.81    Dec-14        8.81    Jan-19
    8.94    Oct-02       8.92    Nov-06       8.84    Dec-10        8.81    Jan-15        8.81    Feb-19
</TABLE>


                        DELINQUENCY AND LOSS EXPERIENCE

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

             HOME EQUITY LOAN PORTFOLIO DELINQUENCY EXPERIENCE (1)

<TABLE>
<CAPTION>
===================================================================================================================================
- -----------------------------------------------------------------------------------------------------------------------------------
                                AT JUNE 30, 1998           AT DECEMBER 31, 1997      AT DECEMBER 31, 1996      AT DECEMBER 31, 1995
                             $ LOANS       % BY $       $ LOANS         % BY $    $ LOANS        % BY $     $ LOANS          % BY $
                             -------       ------       -------         ------    -------        ------     -------          ------
<S>                        <C>            <C>        <C>             <C>       <C>              <C>       <C>             <C>
Number of Loans                   23,044                    20,159                     17,344                     11,577
Total Portfolio             $617,815,357   100.00%    $568,400,751    100.00%    $496,073,600    100.00%    $348,925,061    100.00%

Period of Delinquency

   30-59 Days                  4,534,046     0.74%       8,475,141      1.49%       7,472,812      1.51%       6,155,371      1.76%
   60-89 Days                    989,780     0.16%       1,169,433      0.21%       1,052,747      0.21%       1,147,721      0.33%
   90+ Days                    1,737,621     0.28%       2,008,257      0.35%       2,018,333      0.41%       1,114,707      0.32%
                            ------------   -------    ------------    -------   -------------    -------   -------------   --------
                            ------------   -------    ------------    -------   -------------    -------   -------------   --------
Total Loans                    7,261,447     1.18%      11,652,831      2.05%      10,543,892      2.13%       8,417,799      2.41%
                            ------------   -------    ------------    -------   -------------    -------   -------------   --------
                            ------------   -------    ------------    -------   -------------    -------   -------------   --------
Foreclosure                    3,283,302     0.53%       3,533,381      0.62%       2,808,028      0.57%       2,647,576      0.76%

Foreclosed                       329,743     0.05%       1,730,913      0.30%       1,749,156      0.35%       1,545,197      0.44%
                            ------------   -------    ------------    -------   -------------    -------   -------------   --------
                            ------------   -------    ------------    -------   -------------    -------   -------------   --------
Total Loans in Foreclosure     3,613,045     0.58%       5,264,294      0.93%       4,557,184      0.92%       4,192,773      1.20%
                            ------------   -------    ------------    -------   -------------    -------   -------------   --------
                            ------------   -------    ------------    -------   -------------    -------   -------------   --------

                            ------------   -------    ------------    -------   -------------    -------   -------------   --------
                            -===========   -------    ============    -------   --===========    -------   --===========   --------
Total Delinquent Loans        10,874,492     1.76%     $16,917,125      2.98%     $15,101,076      3.04%     $12,610,572      3.61%
                            -===========   -------    ============    -------   --===========    -------   --===========   --------
</TABLE>

===============================================================================
         HOME EQUITY LOAN PORTFOLIO LOSS AND FORECLOSURE EXPERIENCE (1)
===============================================================================
<TABLE>
<CAPTION>
                                AT JUNE 30, 1998          AT DECEMBER 31, 1997      AT DECEMBER 31, 1996     AT DECEMBER 31, 1995
                             $ LOANS       % BY $       $ LOANS         % BY $    $ LOANS        % BY $     $ LOANS         % BY $
                             -------       ------       -------         ------    -------        ------     -------         ------
<S>                        <C>            <C>        <C>             <C>         <C>            <C>       <C>             <C>
Number of Loans                   23,044                     20,159                      17,344                  11,577
Total Portfolio             $617,815,357    100.00%    $568,400,751    100.00%     $496,073,600   100.00%   $348,925,061    100.00%
                           -------------   --------   -------------   --------    -------------  --------  -------------   --------
                           -------------   --------   -------------   --------    -------------  --------  -------------   --------
Total Loans in Foreclosure     3,613,045      0.58%       5,264,294      0.93%        4,557,184     0.92%      4,192,773      1.20%
                           -------------   --------   -------------   --------    -------------  --------  -------------   --------
                           -------------   --------   -------------   --------    -------------  --------  -------------   --------


                           -------------   --------   -------------   --------    -------------  --------  -------------   --------
                           =============   --------   =============   --------    =============  --------  =============   ========
Net Chargeoffs for Period       $694,298      0.11%      $1,332,166      0.23%       $1,553,129     0.31%       $522,013      0.15%
                           =============   --------   =============   --------    =============  --------  =============   ========
</TABLE>

         (1)  Performing  loans in bankruptcy  are not included in  delinquency
statistics.

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

  Recipients of these  Computational  Materials  must read and  acknowledge  the
  attached document "STATEMENT REGARDING  ASSUMPTIONS AS TO SECURITIES,  PRICING
  ESTIMATES,  AND OTHER INFORMATION"  before using or relying on the information
  contained herein. In addition, recipients of these Computational Materials may
  only use or rely on the  information  contained  herein if read in conjunction
  with  the  related  Prospectus  and  Prospectus  Supplement.  If you  have not
  received  the  statement   described  above  or  the  related  Prospectus  and
  Prospectus Supplement,  please contact your account executive at Bear, Stearns
  & Co. Inc.




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