RESIDENTIAL ASSET MORTGAGE PRODUCTS INC
MORTGAGE LOAN PURCHASE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>MORTGAGE LOAN PURCHASE AGREEMENT
<TEXT>

                                 Execution Copy



                        MORTGAGE LOAN PURCHASE AGREEMENT

        This is a Mortgage Loan Purchase Agreement (the "Agreement") dated as of
September  27, 2000 by and between GMAC  Mortgage  Corporation,  a  Pennsylvania
corporation,  having an office at 100 Witmer Road,  Horsham,  Pennsylvania 19044
(the  "Seller")  and  Residential  Asset  Mortgage  Products,  Inc.,  a Delaware
corporation,   and  having  an  office  at  8400   Normandale   Lake  Boulevard,
Minneapolis, Minnesota 55437 (the "Purchaser").

        The Seller agrees to sell to the  Purchaser and the Purchaser  agrees to
purchase from the Seller certain mortgage loans on a servicing-retained basis as
described  herein (the  "Mortgage  Loans").  The following  terms are defined as
follows:
<TABLE>

<S>     <C>                                     <C>
        Aggregate Principal Balance
        (as of the Cut-Off Date):                $229,248,160.91  (after deduction of scheduled
                                                 principal   payments  due  on  or  before  the
                                                 Cut-Off Date,  whether or not  collected,  but
                                                 without  deduction  of  prepayments  that  may
                                                 have been made but not  reported to the Seller
                                                 as of the close of business on such date).

        Closing Date:                            September 27,  2000, or such other date as may
                                                 be agreed upon by the parties hereto.

        Cut-Off Date:                            September 1, 2000.

        Mortgage                                 Loan:     A     fixed     rate,
                                                 fully-amortizing,  first  lien,
                                                 residential        conventional
                                                 mortgage  loan having a term of
                                                 not  more  than  30  years  and
                                                 secured by Mortgaged Property.

        Mortgaged Property:                      A single  parcel of real  property on which is
                                                 located a detached single-family  residence, a
                                                 two-to-four family dwelling,  a townhouse,  an
                                                 individual  condominium unit, or an individual
                                                 unit  in  a  planned  unit  development,  or a
                                                 proprietary    lease    in   a   unit   in   a
                                                 cooperatively-owned   apartment  building  and
                                                 stock in the related cooperative corporation.

        Pooling and Servicing Agreement:         The pooling and servicing agreement,  dated as
                                                 of  September 27,   2000,  among   Residential
                                                 Asset  Mortgage  Products,  Inc.,  as company,
                                                 GMAC  Mortgage  Corporation,  as servicer  and
                                                 Wells Fargo Bank  Minnesota,  N.A., as trustee
                                                 (the "Trustee").
</TABLE>
<PAGE>


All  capitalized  terms used but not  defined  herein  shall  have the  meanings
assigned  thereto in the Pooling and  Servicing  Agreement.  The parties  intend
hereby  to  set  forth  the  terms  and  conditions   upon  which  the  proposed
transactions  will be effected  and, in  consideration  of the  premises and the
mutual agreements set forth herein, agree as follows:

        Section 1.  Agreement to Sell and Purchase  Mortgage  Loans.  The Seller
agrees to sell to the Purchaser  and the  Purchaser  agrees to purchase from the
Seller certain  Mortgage Loans having an aggregate amount equal to the Aggregate
Principal Balance as of the Cut-Off Date.

        Section 2.  Mortgage  Loan  Schedule.  The Seller  has  provided  to the
Purchaser a schedule  setting forth all of the Mortgage Loans to be purchased on
the  Closing  Date under  this  Agreement,  which  shall be  attached  hereto as
Schedule I (the "Mortgage Loan Schedule").

        Section 3. Purchase  Price of Mortgage  Loans.  The purchase  price (the
"Purchase  Price") to be paid to the Seller by the  Purchaser  for the  Mortgage
Loans shall be the sum of (i) $[ ] and (ii) the Class IO Certificates, the Class
PO  Certificates,  and a 0.01%  Percentage  Interest in the Class R Certificates
issued pursuant to the Pooling and Servicing Agreement.  The cash portion of the
purchase price shall be paid by wire transfer of immediately  available funds on
the Closing Date to the account specified by the Seller.

        The Purchaser and Seller intend that the conveyance by the Seller to the
Purchaser  of all its right,  title and  interest in and to the  Mortgage  Loans
pursuant to this Agreement shall be, and be construed as, a sale of the Mortgage
Loans by the Seller to the  Purchaser.  It is,  further,  not intended that such
conveyance  be deemed to be a pledge of the Mortgage  Loans by the Seller to the
Purchaser to secure a debt or other  obligation of the Seller.  However,  in the
event that the Mortgage  Loans are held to be property of the Seller,  or if for
any reason this Agreement is held or deemed to create a security interest in the
Mortgage Loans,  then it is intended that (a) this Agreement shall be a security
agreement  within the  meaning of Articles 8 and 9 of the  Pennsylvania  Uniform
Commercial  Code  and  the  Uniform  Commercial  Code  of any  other  applicable
jurisdiction; (b) the conveyance provided for in this Section shall be deemed to
be, and hereby is, a grant by the Seller to the Purchaser of a security interest
in all of the Seller's  right  (including  the power to convey  title  thereto),
title and interest,  whether now owned or hereafter acquired,  in and to any and
all general intangibles, accounts, chattel paper, instruments, documents, money,
deposit accounts,  certificates of deposit, goods, letters of credit, advices of
credit and investment property consisting of, arising from or relating to any of
the  following:  (A) the  Mortgage  Loans,  including  (i) with  respect to each
Cooperative Loan, the related Mortgage Note, Security  Agreement,  Assignment of
Proprietary Lease,  Cooperative Stock Certificate,  Cooperative Lease, (ii) with
respect to each  Mortgage  Loan  other  than a  Cooperative  Loan,  the  related
Mortgage  Note and  Mortgage  and (iii)  any  insurance  policies  and all other
documents in the related  Mortgage File, (B) all amounts payable pursuant to the
Mortgage Loans in accordance  with the terms thereof and (C) all proceeds of the
conversion,  voluntary or involuntary,  of the foregoing into cash, instruments,
securities or other property, including without limitation all amounts from time
to time held or  invested  in the  Payment  Account  or the  Custodial  Account,
whether in the form of cash, instruments,  securities or other property; (c) the
possession  by the Trustee,  the  Custodian or any other agent of the Trustee of
Mortgage Notes or such other items of property as constitute instruments, money,
negotiable documents,  letters of credit, advices of credit, investment property
or chattel  paper shall be deemed to be  "possession  by the secured  party," or

<PAGE>


possession  by a purchaser or a person  designated  by such secured  party,  for
purposes of  perfecting  the  security  interest  pursuant  to the  Pennsylvania
Uniform  Commercial Code and the Uniform Commercial Code of any other applicable
jurisdiction  (including,  without  limitation,  Sections 8-106, 9-305 and 9-115
thereof);   and  (d)  notifications  to  persons  holding  such  property,   and
acknowledgments,  receipts or confirmations  from persons holding such property,
shall be deemed notifications to, or acknowledgments,  receipts or confirmations
from, securities  intermediaries,  bailees or agents of, or persons holding for,
(as applicable) the Trustee for the purpose of perfecting such security interest
under  applicable  law. The Seller  shall,  to the extent  consistent  with this
Agreement,  take such reasonable  actions as may be necessary to ensure that, if
this  Agreement  were  determined to create a security  interest in the Mortgage
Loans and the other property  described above,  such security  interest would be
determined  to  be  a  perfected  security  interest  of  first  priority  under
applicable  law and  will be  maintained  as such  throughout  the  term of this
Agreement.  Without  limiting the generality of the foregoing,  the Seller shall
prepare and deliver to the  Purchaser  not less than 15 days prior to any filing
date, and the Purchaser  shall file, or shall cause to be filed,  at the expense
of the  Seller,  all filings  necessary  to maintain  the  effectiveness  of any
original filings necessary under the Uniform Commercial Code as in effect in any
jurisdiction  to perfect  the  Purchaser's  security  interest in or lien on the
Mortgage Loans,  including without limitation (x) continuation  statements,  and
(y) such other  statements as may be occasioned by (1) any change of name of the
Seller or the Purchaser,  (2) any change of location of the place of business or
the chief executive office of the Seller, or (3) any transfer of any interest of
the Seller in any Mortgage Loan.

        Notwithstanding  the  foregoing,  (i)  the  Seller  in its  capacity  as
Servicer  shall retain all  servicing  rights  (including,  without  limitation,
primary  servicing  and master  servicing)  relating  to or  arising  out of the
Mortgage Loans, and all rights to receive  servicing fees,  servicing income and
other payments made as compensation  for such servicing  granted to it under the
Pooling and Servicing  Agreement  pursuant to the terms and conditions set forth
therein (collectively, the "Servicing Rights") and (ii) the Servicing Rights are
not included in the  collateral in which the Seller  grants a security  interest
pursuant to the immediately preceding paragraph.

        Section 4. Record Title and  Possession  of Mortgage  Files.  The Seller
hereby  sells,  transfers,  assigns,  sets over and  conveys  to the  Purchaser,
without  recourse,  but  subject to the terms of this  Agreement  and the Seller
hereby acknowledges that the Purchaser,  subject to the terms of this Agreement,
shall  have all the  right,  title  and  interest  of the  Seller  in and to the
Mortgage  Loans.  The delivery of each Mortgage  File (as defined  below) to the
Purchaser  or its  designee is at the  expense of the  Seller.  From the Closing
Date, but as of the Cut-off Date, the ownership of each Mortgage Loan, including
the Mortgage Note, the Mortgage,  the contents of the related  Mortgage File and
all  rights,  benefits,   proceeds  and  obligations  arising  therefrom  or  in
connection therewith,  has been vested in the Purchaser.  All rights arising out
of the Mortgage Loans including, but not limited to, all funds received on or in
connection  with the Mortgage Loans and all records or documents with respect to
the Mortgage  Loans  prepared by or which come into the possession of the Seller
shall be received and held by the Seller in trust for the  exclusive  benefit of
the Purchaser as the owner of the Mortgage Loans. On and after the Closing Date,
any portion of the related  Mortgage  Files or  servicing  files  related to the
Mortgage Loans (the "Servicing  Files") in Seller's  possession shall be held by
Seller in a custodial capacity only for the benefit of the Purchaser. The Seller
shall  release its custody of any  contents  of the  related  Mortgage  Files or
Servicing Files only in accordance with written instructions of the Purchaser or
the Purchaser's designee.

<PAGE>


        Section 5. Books and Records.  The sale of each  Mortgage  Loan has been
reflected on the Seller's balance sheet and other financial statements as a sale
of assets by the Seller.  The Seller shall be responsible for  maintaining,  and
shall maintain, a complete set of books and records for the Mortgage Loans which
shall be  appropriately  identified in the Seller's  computer  system to clearly
reflect the ownership of the Mortgage Loans by the Purchaser.

        Section 6.  Delivery of Mortgage  Files.  Within five (5) Business  Days
prior to the Closing  Date,  the Seller  will  deliver  the  Mortgage  File with
respect to each Mortgage  Loan to the Purchaser or its designee,  as directed by
the Purchaser. The "Mortgage File" means, (I) with respect to each Mortgage Loan
(other than a Cooperative Loan):

(a)  The original  Mortgage Note,  endorsed without recourse in blank, or in the
     name of the Trustee as trustee,  and signed by an authorized officer (which
     endorsement  shall  contain  either an  original  signature  or a facsimile
     signature of an authorized  officer of the Seller, and if in the form of an
     allonge,  the  allonge  shall be stapled to the  Mortgage  Note),  with all
     intervening  endorsements  showing  a  complete  chain  of  title  from the
     originator to the Seller. If the Mortgage Loan was acquired by the endorser
     in a merger,  the endorsement must be by "________,  successor by merger to
     [name of predecessor]".  If the Mortgage Loan was acquired or originated by
     the endorser while doing business under another name, the endorsement  must
     be by " _____________________ formerly known as [previous name]";

(b)  The original Mortgage, noting the presence of the MIN of the Mortgage Loan,
     if  the  Mortgage  is  registered  on  the  MERS(R)  System,  and  language
     indicating  that the Mortgage  Loan is a MOM Loan if the Mortgage Loan is a
     MOM Loan,  with  evidence of recording  indicated  thereon or a copy of the
     Mortgage  certified by the public  recording  office in which such Mortgage
     has been recorded;

(c)  The  original of any  guarantee  executed in  connection  with the Mortgage
     Note, if applicable;

(d)  Any  rider  or the  original  of any  modification  agreement  executed  in
     connection  with the related  Mortgage  Note or Mortgage,  with evidence of
     recording if required by applicable law;

(e)  Unless the Mortgage Loan is registered  on the  MERS(R)System,  an original
     Assignment  or  Assignments  of the  Mortgage  (which may be  included in a
     blanket  assignment  or  assignments)  from the Seller to "Wells Fargo Bank
     Minnesota,  N.A.,  as Trustee  under that  certain  Pooling  and  Servicing
     Agreement  dated as of September 27, 2000, for GMACM Mortgage  Pass-Through
     Certificates,  Series 2000-J3" c/o the Servicer at an address  specified by
     the Servicer,  and signed by an authorized officer,  which assignment shall
     be in form and substance acceptable for recording. If the Mortgage Loan was
     acquired by the assignor in a merger, the assignment must be by "_________,
     successor by merger to [name of  predecessor]".  If the  Mortgage  Loan was
     acquired or originated by the assignor  while doing  business under another
     name, the assignment must be by "___________________________formerly  known
     as [previous name]";


<PAGE>


(f)  Originals of all intervening  assignments of mortgage,  which together with
     the Mortgage  shows a complete  chain of title from the  originator  to the
     Seller (or to MERS,  if the  Mortgage  Loan is  registered  on the  MERS(R)
     System,  and which notes the presence of a MIN), with evidence of recording
     thereon;

(g)  The original  mortgagee  policy of title  insurance,  including  riders and
     endorsements  thereto,  or if the  policy  has not yet been  issued,  (i) a
     written  commitment  or  interim  binder  for  title  issued  by the  title
     insurance  or escrow  company  dated as of the date the  Mortgage  Loan was
     funded, with a statement by the title insurance company or closing attorney
     that the  priority  of the lien of the related  Mortgage  during the period
     between the date of the funding of the related  Mortgage  Loan and the date
     of the related  title policy (which title policy shall be dated the date of
     recording of the related  Mortgage) is insured,  (ii) a  preliminary  title
     report  issued  by a title  insurer  in  anticipation  of  issuing  a title
     insurance  policy which  evidences  existing  liens and gives a preliminary
     opinion as to the  absence  of any  encumbrance  on title to the  Mortgaged
     Property, except liens to be removed on or before purchase by the Mortgagor
     or which constitute customary exceptions acceptable to lenders generally or
     (iii) other evidence of title insurance acceptable to Fannie Mae or Freddie
     Mac, in accordance with the Fannie Mae Seller/Servicer Guide or Freddie Mac
     Seller/Servicer Guide, respectively;

(h)  A certified true copy of any power of attorney, if applicable; and

(i)  Originals of any security  agreement,  chattel  mortgage or the  equivalent
     executed in connection with the Mortgage, if any;

and (II) with respect to each Cooperative Loan:

(a)  The original  Mortgage Note,  endorsed without recourse to the order of the
     Trustee and showing an unbroken chain of  endorsements  from the originator
     thereof to the Seller;

(b)  A counterpart  of the  Cooperative  Lease and the Assignment of Proprietary
     Lease  to  the  originator  of  the  Cooperative   Loan  with   intervening
     assignments  showing an unbroken chain of title from such originator to the
     Trustee;

(c)  The  related  Cooperative  Stock  Certificate,   representing  the  related
     Cooperative Stock pledged with respect to such Cooperative  Loan,  together
     with an undated  stock  power (or other  similar  instrument)  executed  in
     blank;

(d)  The original  recognition  agreement by the Cooperative of the interests of
     the mortgagee with respect to the related Cooperative Loan;

(e)  The Security Agreement;


<PAGE>


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

        (g)    Copies of the filed UCC-3  assignments  of the security  interest
               referenced in clause (f) above showing an unbroken chain of title
               from  the  originator  to the  Trustee,  each  with  evidence  of
               recording  thereof,  evidencing  the  interest of the  originator
               under the Security  Agreement and the  Assignment of  Proprietary
               Lease;

        (h)    An executed  assignment of the interest of the  originator in the
               Security  Agreement,  Assignment  of  Proprietary  Lease  and the
               recognition  agreement referenced in clause (d) above, showing an
               unbroken chain of title from the originator to the Trustee;

        (i)    The  original  of  each  modification,  assumption  agreement  or
               preferred loan agreement,  if any,  relating to such  Cooperative
               Loan; and

        (j)    An  executed  UCC-1  financing  statement  showing  the Seller as
               debtor,  the  Purchaser  as  secured  party  and the  Trustee  as
               assignee and an executed UCC-1  financing  statement  showing the
               Purchaser as debtor and the Trustee as secured  party,  each in a
               form  sufficient  for  filing,  evidencing  the  interest of such
               debtors in the Cooperative Loans.

        In the event that in connection with any Mortgage Loan the Seller cannot
deliver (a) the original  recorded  Mortgage (or evidence of  submission  to the
recording  office),  (b) all  interim  recorded  assignments,  (c) the  original
recorded modification agreement, if required, or (d) the original lender's title
insurance policy (together with all riders thereto)  satisfying the requirements
of clause (I)(b),  (d), (f) or (g) above,  respectively,  concurrently  with the
execution and delivery  hereof  because such document or documents have not been
returned  from the  applicable  public  recording  office  in the case of clause
(I)(b),  (d) or (f) above, or because the title policy has not been delivered to
either the  Purchaser  or the Seller by the title  insurer in the case of clause
(I)(g) above, the Seller shall use its best efforts to deliver to the Custodian,
if any, or the Trustee,  in the case of clause  (I)(b),  (d) or (f) above,  such
original Mortgage, such interim assignment, with evidence of recording indicated
thereon  upon  receipt  thereof  from the  public  recording  office,  or a copy
thereof,  certified, if appropriate, by the relevant recording office, but in no
event shall any such  delivery of the  original  Mortgage  and each such interim
assignment  or a copy  thereof,  certified,  if  appropriate,  by  the  relevant
recording  office,  or the original lender's title policy be made later than one
(1) year following the Closing Date; provided,  however, in the event the Seller
is  unable  to  deliver  by such  dates  each  Mortgage  and each  such  interim
assignment by reason of the fact that any such  documents have not been returned
by the  appropriate  recording  office,  or,  in the case of each  such  interim
assignment,   because  the  related  Mortgage  has  not  been  returned  by  the
appropriate  recording  office,  the Seller shall deliver such  documents to the
Custodian,  if any, or the Trustee as promptly as possible upon receipt  thereof
and, in any event,  within 540 days  following  the Closing Date. In lieu of the
Mortgage  Notes relating to the Mortgage  Loans,  each as identified in the list
delivered  by the Seller to the Trustee or Custodian  on the Closing  Date,  the
Seller  may  deliver a lost note  affidavit  from the  Seller  stating  that the

<PAGE>


original Mortgage Note was lost,  misplaced or destroyed,  and, if available,  a
copy of each original  Mortgage  Note;  provided,  however,  that in the case of
Mortgage  Loans which have been prepaid in full after the Cut-off Date and prior
to the Closing Date, the Seller, in lieu of delivering the above documents,  may
deliver to the Custodian,  if any, or the Trustee a certification to such effect
and shall  deposit  all  amounts  paid in respect of such  Mortgage  Loan in the
Payment  Account on the Closing  Date. In any event,  if such  documents are not
delivered by the 540th day after the Closing Date,  the Seller shall  repurchase
the related Mortgage Loans at the Purchase Price or substitute for such Mortgage
Loans one or more Qualified Substitute Mortgage Loans in accordance with Section
7.03 hereof.

        In connection  with any Mortgage  Loan, if the Seller cannot deliver the
Mortgage, any assignment,  modification,  assumption agreement or preferred loan
agreement  (or copy  thereof  certified  by the public  recording  office)  with
evidence of recording  thereon  concurrently  with the execution and delivery of
this  Agreement  because of (i) a delay  caused by the public  recording  office
where such Mortgage, assignment, modification, assumption agreement or preferred
loan agreement as the case may be, has been delivered for recordation, or (ii) a
delay in the  receipt of certain  information  necessary  to prepare the related
assignments, the Seller shall deliver or cause to be delivered to the Custodian,
if  any,  or  the  Trustee  a true  and  correct  photocopy  of  such  Mortgage,
assignment, modification, assumption agreement or preferred loan agreement.

        If any  assignment  is lost or  returned  unrecorded  to the  Trustee or
Custodian  because of any defect therein,  the Seller shall prepare a substitute
assignment or cure such defect, as the case may be, and the Servicer shall cause
such assignment to be recorded in accordance with this Section.

        If the Purchaser  discovers any defect with respect to a Mortgage  File,
the  Purchaser  shall give prompt  written  specification  of such defect to the
Seller, and the Seller shall cure or repurchase such Mortgage Loan or substitute
a Qualified Substitute Mortgage Loan in the manner set forth in Section 7.03.

        If the Seller is notified that any document or documents  constituting a
part of a Mortgage  File are missing or defective in any material  respect,  the
Seller  shall  cure any such  defect  within  90 days from the date on which the
Seller was notified of such defect,  and if the Seller does not cure such defect
in all material  respects  during such period,  upon receipt of a request by the
Trustee  on  behalf of the  Certificateholders,  the  Seller  shall  either  (i)
substitute for such Mortgage Loan a Qualified  Substitute  Mortgage Loan,  which
substitution  shall be  accomplished in the manner and subject to the conditions
set forth in Section 7.03 herein,  or (ii)  purchase such Mortgage Loan from the
Trust  Fund at the  Purchase  Price  within 90 days  after the date on which the
Seller was notified of such defect; provided that if such defect would cause the
Mortgage  Loan to be other  than a  "qualified  mortgage"  as defined in Section
860G(a)(3) of the Code,  any such cure,  substitution  or repurchase  must occur
within 90 days from the date such breach was  discovered.  It is understood  and
agreed  that the  obligation  of the  Seller to cure a  material  defect  in, or
substitute for, or purchase any Mortgage Loan as to which a material defect in a
constituent  document  exists shall  constitute the sole remedy  respecting such
defect   available   to   Certificateholders   or  the   Trustee  on  behalf  of
Certificateholders.

<PAGE>


        Section 7.    Representations and Warranties.

        Section 7.01  Representations and Warranties of Seller.

               The Seller  represents,  warrants and  covenants to the Purchaser
that as of the Closing Date or as of such date specifically provided herein:

               (a)The Seller is a corporation  duly organized,  validly existing
and in good standing under the laws of the  Commonwealth of Pennsylvania  and is
or will be in  compliance  with the laws of each  state in which  any  Mortgaged
Property is located to the extent necessary to ensure the enforceability of each
Mortgage Loan;

               (b)The  Seller  has the power  and  authority  to make,  execute,
deliver  and  perform  its  obligations  under  this  Agreement  and  all of the
transactions  contemplated  under this  Agreement,  and has taken all  necessary
corporate  action to authorize the execution,  delivery and  performance of this
Agreement;  this Agreement  constitutes a legal, valid and binding obligation of
the Seller,  enforceable against the Seller in accordance with its terms, except
as  enforceability  may  be  limited  by  applicable   bankruptcy,   insolvency,
reorganization,  moratorium  or other  similar  laws now or  hereafter in effect
affecting the  enforcement  of  creditors'  rights in general and except as such
enforceability   may  be  limited  by  general  principles  of  equity  (whether
considered in a proceeding at law or in equity) or by public policy with respect
to indemnification under applicable securities laws;

               (c)The execution and delivery of this Agreement by the Seller and
its performance and compliance with the terms of this Agreement will not violate
the Seller's  Certificate  of  Incorporation  or Bylaws or constitute a material
default  (or an event  which,  with  notice  or lapse  of time,  or both,  would
constitute a material  default)  under, or result in the material breach of, any
material contract,  agreement or other instrument to which the Seller is a party
or which may be applicable to the Seller or any of its assets;

               (d)No litigation before any court,  tribunal or governmental body
is currently  pending,  nor to the knowledge of the Seller is threatened against
the  Seller,  nor is there any such  litigation  currently  pending,  nor to the
knowledge  of the Seller  threatened  against  the Seller  with  respect to this
Agreement  that in the  opinion  of the Seller has a  reasonable  likelihood  of
resulting in a material adverse effect on the transactions  contemplated by this
Agreement;

               (e)No consent,  approval,  authorization or order of any court or
governmental  agency  or  body  is  required  for the  execution,  delivery  and
performance  by the Seller of or compliance  by the Seller with this  Agreement,
the  sale  of the  Mortgage  Loans  or  the  consummation  of  the  transactions
contemplated by this Agreement  except for consents,  approvals,  authorizations
and orders which have been obtained;

               (f)The  consummation  of the  transactions  contemplated  by this
Agreement is in the ordinary course of business of the Seller, and the transfer,
assignment  and conveyance of the Mortgage Notes and the Mortgages by the Seller
pursuant  to this  Agreement  are not  subject to bulk  transfer  or any similar
statutory provisions in effect in any applicable jurisdiction;

<PAGE>


               (g)The Seller did not select such Mortgage Loans in a manner that
it reasonably  believed was adverse to the  interests of the Purchaser  based on
the Seller's portfolio of conventional non-conforming Mortgage Loans;

               (h)The  Seller will treat the sale of the  Mortgage  Loans to the
Purchaser as a sale for  reporting  and  accounting  purposes and, to the extent
appropriate, for federal income tax purposes;

               (i)The  Seller  is an  approved  seller/servicer  of  residential
mortgage loans for Fannie Mae and Freddie Mac. The Seller is in good standing to
sell mortgage loans to and service mortgage loans for Fannie Mae and Freddie Mac
and no event has  occurred  which  would make the Seller  unable to comply  with
eligibility  requirements  or which would require  notification to either Fannie
Mae or Freddie Mac; and

               (j)No written statement, report or other document furnished or to
be furnished  pursuant to the  Agreement  contains or will contain any statement
that is or will be inaccurate or misleading in any material respect.

          Section 7.02  Representations and Warranties as to Individual Mortgage
               Loans.

        The Seller hereby  represents and warrants to the Purchaser,  as to each
Mortgage Loan, as of the Closing Date, as follows:

               (a)The  information  set forth in the Mortgage  Loan  Schedule is
true, complete and correct in all material respects as of the Cut-Off Date;

               (b)The  original  mortgage,  deed of trust or other  evidence  of
indebtedness (the "Mortgage") creates a first lien on an estate in fee simple in
real property  securing the related Mortgage Note, free and clear of all adverse
claims,  liens and  encumbrances  having  priority  over the  first  lien of the
Mortgage  subject only to (1) the lien of  non-delinquent  current real property
taxes and  assessments  not yet due and payable,  (2) covenants,  conditions and
restrictions,  rights of way, easements and other matters of public record as of
the date of recording  which are  acceptable  to mortgage  lending  institutions
generally,  and (3) other matters to which like properties are commonly  subject
which do not materially  interfere with the benefits of the security intended to
be provided by the Mortgage or the use, enjoyment, value or marketability of the
related Mortgaged Property;

               (c)The Mortgage Loan has not been delinquent  thirty (30) days or
more at any time during the twelve (12) month  period  prior to the Cut-off Date
for such  Mortgage  Loan.  As of the  Closing  Date,  the  Mortgage  Loan is not
delinquent in payment more than 30 days and has not been  dishonored;  there are
no  defaults  under the  terms of the  Mortgage  Loan;  and the  Seller  has not
advanced funds, or induced, solicited or knowingly received any advance of funds
from a party  other  than the owner of the  Mortgaged  Property  subject  to the
Mortgage,  directly or indirectly, for the payment of any amount required by the
Mortgage Loan;

               (d)There  are no  delinquent  taxes  which  are due and  payable,
ground rents,  assessments or other  outstanding  charges  affecting the related
Mortgaged Property;

<PAGE>



               (e)The terms of the note or other evidence of  indebtedness  (the
"Mortgage Note") of the related obligor (the  "Mortgagor") and the Mortgage have
not been impaired, waived, altered or modified in any respect, except by written
instruments  which have been  recorded  to the extent  any such  recordation  is
required by  applicable  law or is  necessary  to protect the  interests  of the
Purchaser,  and which have been  approved  by the title  insurer and the primary
mortgage  insurer,  as applicable,  and copies of which written  instruments are
included in the Mortgage  File.  No other  instrument  of waiver,  alteration or
modification has been executed,  and no Mortgagor has been released, in whole or
in part,  from  the  terms  thereof  except  in  connection  with an  assumption
agreement, which assumption agreement is part of the Mortgage File and the terms
of which are reflected on the Mortgage Loan Schedule;

               (f)The  Mortgage  Note and the  Mortgage  are not  subject to any
right of rescission,  set-off, counterclaim or defense, including the defense of
usury,  nor will the  operation of any of the terms of the Mortgage Note and the
Mortgage,  or the exercise of any right thereunder,  render the Mortgage Note or
Mortgage  unenforceable,  in  whole  or in  part,  or  subject  to any  right of
rescission,  set-off,  counterclaim or defense,  including the defense of usury,
and no such right of  rescission,  set-off,  counterclaim  or  defense  has been
asserted with respect thereto;

               (g)All  buildings  upon the  Mortgaged  Property are insured by a
generally  acceptable insurer pursuant to standard hazard policies conforming to
the  requirements  of Fannie  Mae and  Freddie  Mac.  All such  standard  hazard
policies  are in effect  and on the date of  origination  contained  a  standard
mortgagee  clause naming the Seller and its successors in interest as loss payee
and such clause is still in effect.  If the Mortgaged  Property is located in an
area  identified by the Federal  Emergency  Management  Agency as having special
flood hazards under the Flood Disaster Protection Act of 1973, as amended,  such
Mortgaged  Property  is covered by flood  insurance  by a  generally  acceptable
insurer in an amount not less than the  requirements  of Fannie Mae and  Freddie
Mac.  The  Mortgage  obligates  the  Mortgagor  thereunder  to maintain all such
insurance at the Mortgagor's cost and expense, and on the Mortgagor's failure to
do so,  authorizes  the holder of the Mortgage to maintain such insurance at the
Mortgagor's  cost  and  expense  and to seek  reimbursement  therefor  from  the
Mortgagor;

               (h)Any and all  requirements  of any federal,  state or local law
including, without limitation, usury,  truth-in-lending,  real estate settlement
procedures,  consumer credit protection,  equal credit opportunity or disclosure
laws  applicable  to the Mortgage  Loan have been  complied with in all material
respects;

               (i)The Mortgage has not been satisfied, canceled or subordinated,
in whole or in part,  or  rescinded,  and the  Mortgaged  Property  has not been
released  from  the  lien of the  Mortgage,  in  whole  or in  part  nor has any
instrument  been  executed  that would  effect any such  satisfaction,  release,
cancellation, subordination or rescission;

               (j)The  Mortgage  Note and the related  Mortgage are original and
genuine  and each is the  legal,  valid  and  binding  obligation  of the  maker
thereof,  enforceable  in all respects in  accordance  with its terms subject to
bankruptcy,  insolvency  and other laws of  general  application  affecting  the
rights of  creditors.  All parties to the Mortgage Note and the Mortgage had the
legal  capacity to enter into the  Mortgage  Loan and to execute and deliver the
Mortgage  Note and the  Mortgage.  The Mortgage  Note and the Mortgage have been
duly and properly  executed by such  parties.  The proceeds of the Mortgage Note
have been  fully  disbursed  and there is no  requirement  for  future  advances
thereunder;

<PAGE>


               (k)Immediately  prior  to  the  transfer  and  assignment  to the
Purchaser,  the Mortgage Note and the Mortgage were not subject to an assignment
or  pledge,  and the Seller  had good and  marketable  title to and was the sole
owner  thereof and had full right to transfer and sell the Mortgage  Loan to the
Purchaser free and clear of any encumbrance, equity, lien, pledge, charge, claim
or security interest;

               (l)The  Mortgage  Loan  is  covered  by an  ALTA  lender's  title
insurance policy or other generally acceptable form of policy of insurance, with
all necessary  endorsements,  issued by a title insurer qualified to do business
in the jurisdiction where the Mortgaged  Property is located,  insuring (subject
to the  exceptions  contained  in clause (b) (1), (2) and (3) above) the Seller,
its successors and assigns, as to the first priority lien of the Mortgage in the
original  principal  amount of the Mortgage Loan.  Such title  insurance  policy
affirmatively  insures ingress and egress and against  encroachments  by or upon
the Mortgaged  Property or any interest therein.  The Seller is the sole insured
of such lender's title insurance  policy,  such title insurance  policy has been
duly and validly endorsed to the Purchaser or the assignment to the Purchaser of
the Seller's interest therein does not require the consent of or notification to
the insurer and such lender's title insurance policy is in full force and effect
and will be in full force and effect upon the  consummation of the  transactions
contemplated  by this  Agreement.  No claims have been made under such  lender's
title insurance policy, and no prior holder of the related Mortgage has done, by
act or omission, anything which would impair the coverage of such lender's title
insurance policy;

               (m)To  the  Seller's  knowledge,  there  is no  default,  breach,
violation or event of  acceleration  existing  under the Mortgage or the related
Mortgage  Note and no event  which,  with the passage of time or with notice and
the expiration of any grace or cure period, would constitute a default,  breach,
violation or event permitting acceleration; and neither the Seller nor any prior
mortgagee  has  waived  any  default,  breach,  violation  or  event  permitting
acceleration;

               (n)To the Seller's knowledge,  there are no mechanics, or similar
liens or claims which have been filed for work, labor or material  affecting the
related  Mortgaged  Property  which are or may be liens prior to or equal to the
lien of the related Mortgage;

                (o) To the  Seller's  knowledge,  all  improvements  lie  wholly
within the boundaries and building  restriction lines of the Mortgaged  Property
(and  wholly  with the  project  with  respect  to a  condominium  unit)  and no
improvements on adjoining properties encroach upon the Mortgaged Property except
those which are insured  against by the title  insurance  policy  referred to in
clause (l) above and all improvements on the property comply with all applicable
zoning and subdivision laws and ordinances;

     (p)  The  Mortgage   Loan  is  a   "qualified   mortgage"   under   Section
860(G)(a)(3)(A) of the Code and Treasury Regulations Section 1.860G-2(a)(1);

               (q) The  Mortgage  Loan was  originated  by the  Seller  or by an
eligible correspondent of the Seller. The Mortgage Loan complies in all material
respects  with  all the  terms,  conditions  and  requirements  of the  Seller's
underwriting  standards in effect at the time of  origination  of such  Mortgage

<PAGE>


Loan. Except as otherwise set forth on the Mortgage Loan Schedule,  the Mortgage
Loans were originated with full or alternative documentation. The Mortgage Notes
and Mortgages are on uniform Fannie  Mae/Freddie Mac instruments or are on forms
acceptable to Fannie Mae or Freddie Mac;

               (r)The   Mortgage  Loan   contains  the  usual  and   enforceable
provisions of the originator at the time of origination for the  acceleration of
the payment of the unpaid principal amount if the related Mortgaged  Property is
sold without the prior  consent of the mortgagee  thereunder.  The Mortgage Loan
has an  original  term to  maturity  of not more  than 30 years,  with  interest
payable in arrears on the first day of each month. Except as otherwise set forth
on the  Mortgage  Loan  Schedule,  the Mortgage  Loan does not contain  terms or
provisions which would result in negative  amortization  nor contain  "graduated
payment" features or "buydown" features;

               (s)To  the  Seller's   knowledge,   the  Mortgaged   Property  at
origination  of the Mortgage  Loan was and currently is free of damage and waste
and at  origination  of the Mortgage Loan there was, and there  currently is, no
proceeding pending for the total or partial condemnation thereof;

               (t)The related Mortgage contains  enforceable  provisions such as
to render  the rights  and  remedies  of the  holder  thereof  adequate  for the
realization  against  the  Mortgaged  Property of the  benefits of the  security
provided thereby,  including, (1) in the case of a Mortgage designated as a deed
of trust, by trustee's sale, and (2) otherwise by judicial  foreclosure.  To the
Seller's  knowledge,  there is no homestead or other exemption  available to the
Mortgagor which would interfere with the right to sell the Mortgaged Property at
a trustee's sale or the right to foreclose the Mortgage;

               (u)If the Mortgage  constitutes a deed of trust, a trustee,  duly
qualified if required  under  applicable  law to act as such,  has been properly
designated and currently so serves and is named in the Mortgage,  and no fees or
expenses are or will become  payable by the  Purchaser to the trustee  under the
deed of trust, except in connection with a trustees sale or attempted sale after
default by the Mortgagor;

               (v)If required by the applicable  processing  style, the Mortgage
File  contains an appraisal of the related  Mortgaged  Property  made and signed
prior to the final  approval of the mortgage  loan  application  by an appraiser
that is acceptable to Fannie Mae or Freddie Mac and approved by the Seller.  The
appraisal,  if applicable,  is in a form  generally  acceptable to Fannie Mae or
Freddie Mac;

               (w)To the Seller's  knowledge,  each of the Mortgaged  Properties
consists  of a single  parcel of real  property  with a  detached  single-family
residence erected thereon, or a two- to four-family  dwelling,  a townhouse,  an
individual  condominium unit in a condominium  project,  an individual unit in a
planned  unit  development  or a  proprietary  lease  on a  cooperatively  owned
apartment and stock in the related cooperative corporation. Any condominium unit
or planned  unit  development  either  conforms  with  applicable  Fannie Mae or
Freddie Mac  requirements  regarding  such  dwellings  or is covered by a waiver
confirming that such  condominium unit or planned unit development is acceptable
to Fannie Mae or Freddie Mac or is otherwise "warrantable" with respect thereto.
No such residence is a mobile home or manufactured dwelling;

<PAGE>


               (x)The ratio of the original outstanding  principal amount of the
Mortgage  Loan to the  lesser  of the  appraised  value (or  stated  value if an
appraisal  was not a  requirement  of the  applicable  processing  style) of the
Mortgaged  Property  at  origination  or the  purchase  price  of the  Mortgaged
Property  securing  each  Mortgage  Loan (the  "Loan-to-Value  Ratio") is not in
excess of 95.00%. The original  Loan-to-Value Ratio of each Mortgage Loan either
was not more than  80.00% or the  excess  over  80.00% is  insured as to payment
defaults by a primary  mortgage  insurance  policy issued by a primary  mortgage
insurer acceptable to Fannie Mae and Freddie Mac;

               (y)The  Assignment  of  Mortgage  is in  recordable  form  and is
acceptable  for  recording  under  the laws of the  jurisdiction  in  which  the
Mortgaged Property is located;

               (z)The Seller is either,  and each  Mortgage Loan was  originated
by, a savings and loan association, savings bank, commercial bank, credit union,
insurance  company or similar  institution which is supervised and examined by a
federal or State  authority,  or by a  mortgagee  approved by the  Secretary  of
Housing and Urban  Development  pursuant to Section 203 and 211 of the  National
Housing Act;

               (aa) The  origination,  collection  and servicing  practices with
respect to each Mortgage  Note and Mortgage  have been in all material  respects
legal,  normal and usual in the Seller's general mortgage servicing  activities.
With respect to escrow deposits and payments that the Seller collects,  all such
payments  are in the  possession  of, or under the control  of, the Seller,  and
there  exist  no  deficiencies  in  connection  therewith  for  which  customary
arrangements  for repayment  thereof have not been made.  No escrow  deposits or
other  charges or payments  due under the  Mortgage  Note have been  capitalized
under any Mortgage or the related Mortgage Note; and

               (bb) No  fraud  or  misrepresentation  of a  material  fact  with
respect to the origination of a Mortgage Loan has taken place on the part of the
Seller.

        Section 7.03  Repurchase.

        It is understood and agreed that the  representations and warranties set
forth in Sections 7.01 and 7.02 shall survive the sale of the Mortgage  Loans to
the Purchaser and delivery of the related  Mortgage File to the Purchaser or its
designee and shall inure to the benefit of the  Purchaser,  notwithstanding  any
restrictive  or qualified  endorsement  on any Mortgage  Note or  Assignment  of
Mortgage or the  examination of any Mortgage File.  Upon discovery by either the
Seller or the Purchaser of a breach of any of the foregoing  representations and
warranties which materially and adversely  affects interests of the Purchaser or
its assignee in any Mortgage Loan, the party  discovering such breach shall give
prompt written notice to the other.  If the substance of any  representation  or
warranty  has  been  breached,  the  repurchase  obligation  set  forth  in  the
provisions of this Section 7.03 shall apply notwithstanding any qualification as
to the Seller's knowledge.  Following discovery or receipt of notice of any such
breach,  the Seller shall  either (i) cure such breach in all material  respects
within 90 days from the date the  Seller  was  notified  of such  breach or (ii)
repurchase such Mortgage Loan at the related Purchase Price; provided,  however,

<PAGE>


that the Seller  shall  have the option to  substitute  a  Qualified  Substitute
Mortgage Loan or Loans for such Mortgage Loan if such substitution occurs within
two years  following the Closing Date;  and provided  further that if the breach
would cause the Mortgage Loan to be other than a "qualified mortgage" as defined
in Section  860G(a)(3) of the Code,  any such cure,  repurchase or  substitution
must occur within 90 days from the earlier of the date the breach was discovered
or receipt of notice of any such breach. In the event that any such breach shall
involve  any  representation  or  warranty  set forth in  Section  7.01 or those
relating to the Mortgage Loans or a portion  thereof in the aggregate,  and such
breach cannot be cured within ninety days of the earlier of either  discovery by
or notice to the Seller of such  breach,  all  Mortgage  Loans  affected  by the
breach shall,  at the option of the  Purchaser,  be repurchased by the Seller at
the Purchase Price or substituted  for in accordance  with this Section 7.03. If
the Seller  elects to substitute a Qualified  Substitute  Mortgage Loan or Loans
for a Deleted  Mortgage  Loan  pursuant to this Section  7.03,  the Seller shall
deliver to the Purchaser with respect to such Qualified Substitute Mortgage Loan
or Loans,  the original  Mortgage  Note,  the  Mortgage,  an  Assignment  of the
Mortgage in  recordable  form if required  pursuant to Section 6, and such other
documents  and  agreements  as are required by Section 6, with the Mortgage Note
endorsed as required by Section 6. No substitution  will be made in any calendar
month after the  Determination  Date for such month.  Monthly  Payments due with
respect to  Qualified  Substitute  Mortgage  Loans in the month of  substitution
shall not be part of the Trust Fund and will be  retained  by the  Servicer  and
remitted by the Servicer to the Seller on the next succeeding Distribution Date.
For the month of  substitution,  distributions  to the  Certificateholders  will
include the Monthly  Payment due on a Deleted  Mortgage  Loan for such month and
thereafter  the Seller  shall be  entitled  to retain all  amounts  received  in
respect of such Deleted  Mortgage Loan.  Upon such  substitution,  the Qualified
Substitute  Mortgage  Loan or  Loans  shall  be  subject  to the  terms  of this
Agreement  in all  respects,  the  Seller  shall  be  deemed  to have  made  the
representations  and warranties  contained in this Agreement with respect to the
Qualified  Substitute  Mortgage  Loan or Loans and that such  Mortgage  Loans so
substituted  are  Qualified   Substitute  Mortgage  Loans  as  of  the  date  of
substitution.

        In the event of a  repurchase  by the Seller  pursuant  to this  Section
7.03, the Purchaser shall forward or cause to be forwarded the Mortgage File for
the related  Mortgage Loan to the Seller,  which shall include the Mortgage Note
endorsed without recourse to the Seller or its designee,  an assignment in favor
of the Seller or its designee of the Mortgage in recordable  form and acceptable
to the Seller in form and substance and such other  documents or  instruments of
transfer or assignment as may be necessary to vest in the Seller or its designee
title to any such Mortgage Loan. The Purchaser shall cause the related  Mortgage
File to be forwarded to Seller immediately after receipt of the related Purchase
Price by wire transfer of immediately available funds to an account specified by
the Purchaser.

        It is  understood  and agreed that the  obligation of the Seller to cure
such breach or purchase (or to  substitute  for) such  Mortgage Loan as to which
such a breach has occurred and is continuing  shall  constitute  the sole remedy
respecting such breach available to the Purchaser or its assignee.

        Section 8. Notices.  All demands,  notices and communications  hereunder
shall be in writing and shall be deemed to have been duly given when  deposited,
postage prepaid, in the United States mail, if mailed by registered or certified
mail,  return  receipt  requested,  or when  received,  if  delivered by private
courier to another party, at the related address shown on the first page hereof,
or such other  address as may  hereafter  be  furnished  to the  parties by like
notice.

<PAGE>


        Section 9. Separability Clause. Any provision of this Agreement which is
prohibited  or  unenforceable  or is held to be  void  or  unenforceable  in any
jurisdiction  shall,  as to such  jurisdiction,  be ineffective to the extent of
such  prohibition  or  unenforceability   without   invalidating  the  remaining
provisions  hereof,  and  any  such  prohibition  or   unenforceability  in  any
jurisdiction   as  to  any  Mortgage   Loan  shall  not   invalidate  or  render
unenforceable such provision in any other jurisdiction.  To the extent permitted
by applicable law, the parties hereto waive any provision of law which prohibits
or renders void or unenforceable any provision hereof.

        Section  10.  Counterparts;  Entire  Agreement.  This  Agreement  may be
executed simultaneously in any number of counterparts. Each counterpart shall be
deemed to be an original, and all such counterparts shall constitute one and the
same  instrument.  This  Agreement is the entire  agreement  between the parties
relating to the subject  matter  hereof and  supersedes  any prior  agreement or
communications between the parties.

        Section 11. Place of Delivery and Governing Law. This Agreement shall be
deemed in effect  when  counterparts  hereof  have been  executed by each of the
parties hereto. This Agreement shall be deemed to have been made in the State of
New York.  This Agreement  shall be construed in accordance with the laws of the
State  of New York and the  obligations,  rights  and  remedies  of the  parties
hereunder  shall be determined  in accordance  with the laws of the State of New
York, without giving effect to its conflict of law rules.

        Section 12.  Successors  and  Assigns;  Assignment  of  Agreement.  This
Agreement  shall  bind and inure to the  benefit  of and be  enforceable  by the
parties hereto and their respective  successors and assigns;  provided that this
Agreement may not be assigned,  pledged or hypothecated by the Seller to a third
party without the prior written consent of the Purchaser.

        Section 13.  Waivers;  Other  Agreements.  No term or  provision of this
Agreement  may be waived or modified  unless such waiver or  modification  is in
writing  and signed by the party  against  whom such waiver or  modification  is
sought to be enforced.

        Section 14. Survival. The provisions of this Agreement shall survive the
Closing Date and the delivery of the Mortgage Loans,  and for so long thereafter
as is necessary (including,  subsequent to the assignment of the Mortgage Loans)
to permit the  parties to  exercise  their  respective  rights or perform  their
respective obligations hereunder.




<PAGE>



        IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names
to be signed hereto by their respective officers thereunto duly authorized as of
the date first above written.

                                     GMAC MORTGAGE CORPORATION


                                     By:
                                     Name:
                                     Title:
                                     RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.


                                     By:
                                     Name:
                                     Title:






<PAGE>


                                   SCHEDULE I

                             MORTGAGE LOAN SCHEDULE

     See Exhibit E under EXHIBITS attached to Pooling and Servicing Agreement




<PAGE>
</TEXT>
</DOCUMENT>
