1993 AMENDED AND EXTENDED
                                        
               LOAN PURCHASE AND ADMINISTRATIVE SERVICES AGREEMENT
  
  
  
           THIS  AGREEMENT is made as of May 15, 1993 by and between Countrywide
Mortgage  Investments,  Inc.,  a  Delaware  corporation  (the  "Company"),   and
Countrywide Funding Corporation, a New York corporation ("CFC").
  
                                   WITNESSETH:
  
           WHEREAS,  the  Company has elected to qualify for  the  tax  benefits
accorded  by  Sections  856  to 860 of the Internal Revenue  Code  of  1986,  as
amended; and

          WHEREAS, the Company, directly or through Subsidiaries, in the conduct
of its business primarily operates a mortgage loan conduit, engages in warehouse
lending  and  invests in mortgage loans and mortgage-related securities  meeting
the investment criteria established from time to time by the Board of Directors;
and

           WHEREAS, the Company may desire to purchase mortgage loans originated
or  purchased by CFC and may want CFC to cause the issuance of Agency Securities
supported by pools of such mortgage loans on its behalf; and

           WHEREAS,  the  Company may desire to appoint CFC to service  mortgage
loans  originated  by others and purchased by the Company through  its  mortgage
loan conduit operations; and

           WHEREAS,  the  Company and CFC desire to amend and  extend  the  Loan
Purchase  and Administrative Services Agreement originally entered  into  as  of
September 3, 1985 for a one-year period through May 14, 1994 upon the terms  and
subject to the conditions set forth in this Agreement.

           NOW  THEREFORE, in consideration of the mutual agreements herein  set
forth, the parties hereto agree as follows:

           Section  1.      Definitions.  Whenever used in this  Agreement,  the
following terms, unless the context otherwise requires, shall have the following
meanings:


          (a)  "Affiliate" shall have the meaning attributed to such term in the
Management Agreement.

            (b)    "Agency  Securities"  shall  mean  GNMA  Certificates,  FHLMC
Certificates and/or FNMA Certificates.

           (c)   "Agreement"  shall  mean this 1993 Amended  and  Extended  Loan
Purchase and Administrative Services Agreement.

           (d)   "Board of Directors" shall mean the Board of Directors  of  the
Company.

           (e)   "Conforming  Loan" shall mean an FHA  Loan,  a  VA  Loan  or  a
conventional mortgage loan eligible for sale to FNMA or FHLMC.
<PAGE>
           (f)   "FHA Loan" shall mean any mortgage loan insured by the  Federal
Housing Administration under the National Housing Act.

           (g)  "FHLMC" shall mean the Federal Home Loan Mortgage Corporation, a
corporation organized and existing under the laws of the United States,  or  any
successor thereto.

            (h)    "FHLMC  Certificate"  shall  mean  a  mortgage  participation
certificate,  guaranteed as to payment of interest and principal  by  FHLMC  and
backed by a pool of conventional mortgage loans.

           (i)   "FNMA" shall mean the Federal National Mortgage Association,  a
corporation organized and existing under the laws of the United States,  or  any
successor thereto.

           (j)  "FNMA Certificate" shall mean a guaranteed mortgage pass-through
certificate, guaranteed as to timely payment of interest and principal  by  FNMA
and backed by a pool of FHA Loans, VA Loans, and/or conventional mortgage loans.

          (k)  "GNMA" shall mean the Government National Mortgage Association, a
wholly  owned  corporate  instrumentality  of  the  United  States  within   the
Department of Housing and Urban Development, or any successor thereto.

           (l)   "GNMA  Certificate"  shall mean a fully  modified  pass-through
mortgage-backed  certificate guaranteed as to timely  payment  of  interest  and
principal by GNMA and backed by a pool of FHA Loans or VA Loans.

           (m)   "Jumbo  Loan"  shall mean any mortgage  loan  which  is  not  a
Conforming Loan.

          (n)  "Management Agreement" shall mean that certain agreement dated as
of  May 15, 1993 between the Company and the Manager governing the management of
the Company's investments and day-to-day operations.

          (o)  "Manager" shall mean Countrywide Asset Management Corporation, or
any successor thereto, under a Management Agreement with the Company.

          (p)  "Mortgage Backed Securities" shall have the meaning attributed to
such term in the Management Agreement.

           (q)   "Subsidiary" shall have the meaning attributed to such term  in
the Management Agreement.

          (r)  "Unaffiliated Directors" shall mean those members of the Board of
Directors who are not Affiliates of the Manager.

          (s)  "VA Loan" shall mean any mortgage loan guaranteed by the Veterans
Administration under the Servicemen's Readjustment Act of 1944, as  amended,  or
Chapter 37 of Title 38, United States Code.

           Section 2.     Purchase of Mortgage Loans and Agency Securities  from
CFC  by  the  Company. (a)  CFC may sell to the Company mortgage  loans,  Agency
Securities  and  other mortgage-related assets meeting the Company's  investment
criteria.  CFC agrees that all such sales shall be made in accordance  with  the
normal  and  customary industry practices with respect to the sale  of  mortgage
loans, Agency Securities and other mortgage-related assets.  CFC agrees that all
mortgage  loans  or other investments sold by it to the Company  will  meet  the
investment criteria of the Company in effect at the time of sales.
<PAGE>
           (b)   CFC  agrees that, any sale of mortgage loans, Agency Securities
and other mortgage-related assets from CFC to the Company will be made at prices
no  less  favorable  to  the  Company than  are  available  to  CFC  from  other
purchasers.

           (c)   The  Company agrees that prior to the delivery of each mortgage
loan purchased, it shall have no interest in such mortgage loan.  CFC shall bear
all  expenses  and costs associated with the mortgage loans prior  to  delivery,
including the costs associated with mortgage loans that are not sold.  Upon  the
delivery  of such mortgage loan, the Company shall be the sole beneficial  owner
of such mortgage loan although legal title to the mortgage and the mortgage note
will  be  held  by CFC if so directed by the Company to permit the  issuance  of
Agency Securities under Section 3.

          (d)  Notwithstanding the fact that the Company is the beneficial owner
of  the  mortgage loans it purchases, the Company and CFC agree  that  from  and
after  the  date first written above, the Conforming Loans sold to  the  Company
under this Agreement shall be sold "servicing retained" and the servicing rights
therefor shall remain with CFC or the other holder thereof.  Notwithstanding the
foregoing, neither CFC nor such holder may assign its servicing rights  to  such
Conforming  Loans without the consent of the Company prior to  the  issuance  of
Agency  Securities backed by such Conforming Loans.  The Company agrees that  it
will  not  unreasonably withhold its consent to such an assignment of  servicing
rights.   CFC's rights to assign the servicing rights to Conforming  Loans  that
have  been  pooled  and  exchanged for Agency Securities  shall  be  subject  to
Subsection 3(c).

           (e)   CFC hereby represents and warrants that at the time of sale  of
mortgage  loans to the Company such mortgage loans will meet the representations
and  warranties required to be made by sellers of mortgage loans to the  Company
or  any  Subsidiary  pursuant  to  the  Seller/Servicer  Guide  incorporated  by
reference into the Seller/Servicer Contract executed by CFC.

          (f)  CFC shall act as an independent contractor and not as an agent of
the  Company  for  purposes  of originating and purchasing  mortgage  loans  and
selling  to  the  Company  mortgage  loans  and  Agency  Securities  and   other
investments.

            Section  3.      Pooling  of  Mortgage  Loans;  Issuance  of  Agency
Securities; Payments of Certain Amounts to Company.  (a)    If directed  by  the
Company,  CFC  on  behalf of the Company will pool any FHA Loans  and  VA  Loans
purchased  by the Company in accordance with the requirements of FNMA  and  will
use  its best efforts to have GNMA Certificates issued backed by such FHA  Loans
and  VA  Loans.   In  connection therewith, CFC will (i) apply  to  GNMA  for  a
commitment to guarantee mortgage-backed securities by the issuance of such  GNMA
Certificates; (ii) once such a commitment has been issued by GNMA,  deliver  the
pool  of  mortgage loans to a custodian (selected by CFC and acceptable  to  the
Company, subject to GNMA requirements) to be held for the benefit of the  holder
of  the Certificates; and (iii) once the custodian verifies to GNMA that it  has
custody  of  the  pool, enter into or cause to be created  an  appropriate  GNMA
guaranty  pursuant  to  which CFC will issue a GNMA  Certificate  owned  by  and
registered  in  the name of or deposited into a depository institution  for  the
account of the Company.  After the issuance of such GNMA Certificates, CFC  will
retain  all  responsibilities and duties to GNMA, including the payment  of  all
GNMA  guaranty  fees,  with  respect  to such  FHA  Loans,  VA  Loans  and  GNMA
Certificates and will service such FHA Loans and VA Loans after the issuance  of
the GNMA Certificates in accordance with GNMA requirements.
<PAGE>
           (b)   If  directed by the Company, CFC on behalf of the Company  will
pool any conventional mortgage loans and/or FHA Loans and VA Loans purchased  by
the  Company in accordance with the requirements of FNMA and/or the requirements
of  FHLMC  and will use its best efforts to have FNMA Certificates and/or  FHLMC
Certificates issued backed by such conventional mortgage loans, FHA Loans and VA
Loans,  but only if CFC in its sole discretion determines that such conventional
mortgage  loans, FHA Loans and VA Loans meet all FNMA or FHLMC underwriting  and
other  requirements for such issuance.  In connection therewith,  CFC  will  (i)
apply  to  FNMA  or FHLMC for a commitment to issue FNMA Certificates  or  FHLMC
Certificates and (ii) once such commitment has been approved, CFC will  contract
with  FNMA or FHLMC to pool such conventional mortgage loans, FHA Loans  and  VA
Loans  and cause to be issued FNMA Certificates or FHLMC Certificates backed  by
such  loans, which FNMA Certificates or FHLMC Certificates will be owned by  and
will be registered in the name of or deposited into a depository institution for
the  account  of the Company.  After the issuance of such FNMA Certificates  and
FHLMC Certificates, CFC will retain all responsibilities and duties to FNMA  and
FHLMC, including the payment of all FNMA or FHLMC guaranty fees, with respect to
such  conventional  mortgage loans, FHA Loans, VA Loans, FNMA  Certificates  and
FHLMC  Certificates and will service such conventional mortgage loans, FHA Loans
and  VA  Loans after the issuance of the FNMA or FHLMC Certificates  which  they
back, in accordance with FNMA and FHLMC requirements.

           (c)   If Agency Securities are issued to the Company pursuant to this
Section,  CFC  agrees that for such time as it is servicing the  mortgage  loans
underlying  each  Agency Security on behalf of the Company, in addition  to  all
duties  and  obligations  imposed  on  CFC  by  the  servicing  agreement  which
incorporates the appropriate GNMA, FNMA or FHLMC requirements, CFC  shall  remit
to the Company at the same time it remits each periodic installment of principal
and  interest  on  the  Agency Security, the amount, if  any,  representing  the
difference  between (i) the schedules installment of principal and  interest  on
the  mortgage  loans underlying the Agency Security, less the  applicable  GNMA,
FNMA  or  FHLMC  guaranty fee and CFC's servicing fee as agreed to  between  the
Company and CFC, and (ii) the scheduled installment of principal and interest on
the Agency Security.  The obligation of CFC to remit such amounts to the Company
shall  arise upon receipt from the mortgagor by CFC of the scheduled installment
of  principal and interest on the underlying mortgage loan.  CFC agrees that  in
the  event it assigns its right to service the mortgage loans underlying  Agency
Securities,  either the successor servicer of such mortgage loans will  continue
to  remit the amounts referred to above to the Company or CFC will remit to  the
Company  an  amount  representing the present value of the  anticipated  amounts
which  would otherwise be received by the Company over the life of the  mortgage
loans under this Subsection.

           Section  4.      Obligation to Assume Servicing.  In  the  event  the
Company  or  any  Subsidiary  acquires  rights  to  service  mortgage  loans  or
terminates the servicing rights of any entity which has sold mortgage  loans  to
the Company or any Subsidiary on a servicing retained basis, the Company and CFC
agree  to negotiate a servicing agreement pursuant to which CFC will assume  the
servicing function.

           Section  5.      Additional Activities of CFC.  Nothing herein  shall
prevent  CFC  or  its  Affiliates from engaging  in  other  businesses  or  from
rendering  services  of  any kind to any other person or entity,  including  the
performance  of  monitoring, administering or servicing  activities  for  others
investing in any type of real estate investment.
<PAGE>
           Section  6.     Bank Accounts.  Fidelity Bond. (a) CFC may  establish
and  maintain in connection with the services performed hereunder  one  or  more
bank  accounts in the name of the Company, at the direction of the Company,  and
may collect and deposit into any such account or accounts, and disburse from any
such account or accounts, moneys on behalf of the Company, under such terms  and
conditions  as the Company may approve; and CFC shall from time to  time  render
appropriate  accountings of such collections and payments to  the  Company  and,
when requested, to the auditors of the Company.

           (b)   CFC  shall  maintain a fidelity bond with a responsible  surety
company  in  an amount approved by the Board of Directors covering all  officers
and  employees of CFC handling funds of the Company and any documents or papers,
which  bond  shall protect the Company against all losses of any  such  property
from  acts  of  such officers and employees through theft, embezzlement,  fraud,
negligent acts, errors and omissions or otherwise, the premium for said bond  to
be paid by CFC.

            Section   7.      Records;  Confidentiality.   CFC  shall   maintain
appropriate  books  of  account  and  records  relating  to  services  performed
hereunder, which books of account and records shall be accessible for inspection
and copying by the Company at any time during normal business hours.  CFC agrees
to  keep  confidential any and all information it obtains from time to  time  in
connection  with  the services it renders hereunder and shall not  disclose  any
portion  thereof  to nonaffiliated third parties except with the  prior  written
consent of the Company.

           Section  8.      Term; Termination.    (a)      This Agreement  shall
continue  in  force through May 14, 1994 and thereafter it may be extended  only
with  the  consent  of  CFC and by the affirmative vote of  a  majority  of  the
Unaffiliated  Directors.  Each extension shall be executed in  writing  by  both
parties  hereto  before the expiration of this Agreement  or  of  any  extension
thereof.

           (b)  CFC may terminate this Agreement upon 30 days' written notice if
at  any time any of the Affiliates of Countrywide Credit Industries, Inc. are no
longer servicing as Manager.

           (c)  Notwithstanding any other provision herein to the contrary, this
Agreement, or any extension hereof, may be terminated by the Company with cause,
upon  30 days', written notice, or by either party without cause, upon 60  days'
written notice, by majority vote of the Unaffiliated Directors or by vote of the
holders  of a majority of the outstanding shares of common stock of the Company,
in the case of termination by the Company, or in the case of termination by CFC,
by majority vote of the Directors of CFC.

           Section 9.     Assignment.  This Agreement shall not be assignable in
whole  or  in  part  by  CFC,  unless  such  assignment  is  to  a  corporation,
association,  trust or other organization which shall acquire the  property  and
carry  on  the business of CFC, if at the time of such assignment a majority  of
the  voting  stock  of such assignee organization shall be  owned,  directly  or
indirectly, by Countrywide Credit Industries, Inc. or unless such assignment  is
consented  to  in writing by the Company with the consent of a majority  of  the
Unaffiliated Directors.  Such an assignment shall bind the assignee hereunder in
the  same  manner  as  CFC  is bound hereunder, and,  to  further  evidence  its
obligations hereunder, the assignee shall execute and deliver to the  Company  a
counterpart  of this Agreement.  This Agreement shall not be assignable  by  the
Company without the consent of CFC, except in the case of an assignment  by  the
Company  to a corporation or other organization which is a successor (by merger,
consolidation  or  purchase  of  assets) to the  Company,  in  which  case  such
successor  organization shall be bound hereunder by the terms of said assignment
in the same manner as the Company is bound hereunder.
<PAGE>
           Section  10.    Termination by Company for Cause.             At  the
option  solely of the Company, this Agreement may be and become terminated  upon
receipt  of  thirty  days'  written notice of  termination  from  the  Board  of
Directors to CFC is any of the following events shall occur:

           (a)  If CFC shall violate any provisions of this Agreement and, after
notice of such violation, shall not cure such default within 30 days; or

           (b)   There is entered an order for relief or similar decree or order
with  respect  to  CFC  by a court having jurisdiction in  the  premises  in  an
involuntary  case  under  the  federal  bankruptcy  laws  as  now  or  hereafter
constituted  or under any applicable federal or state bankruptcy, insolvency  or
other similar laws; or CFC (i) ceases or admits in writing its inability to  pay
its  debts as they become due and payable, or makes a general assignment for the
benefit of, or enters into any composition or arrangement with, creditors;  (ii)
applies for, or consents (by admission of material allegations of a petition  or
otherwise)  to  the  appointment  of a receiver, trustee,  assignee,  custodian,
liquidator  or  sequestrator  (or other similar  official)  of  CFC  or  of  any
substantial  part of its properties or assets, or authorizes such an application
or  consent, or proceedings seeking such appointment are commenced without  such
authorization,  consent or application against CFC and continue undismissed  for
30  days;  (iii)  authorizes  or files a voluntary petition  in  bankruptcy,  or
applies  for or consents (by admission of material allegations of a petition  or
otherwise)  to  the application of any bankruptcy, reorganization,  arrangement,
readjustment of debt, insolvency, dissolution, liquidation or other similar  law
of  any  jurisdiction, or authorizes such application or consent, or proceedings
to  such  end are instituted against CFC without such authorization, application
or  consent  and  remain undismissed for 30 days or result  in  adjudication  of
bankruptcy or insolvency; or (iv) permits or suffers all or any substantial part
of its properties or assets to be sequestered or attached by court order and the
order remains undismissed for 30 days.

           (c)  CFC agrees that if any of the events specified in paragraph  (b)
of  this  Section 10 shall occur, it will give prompt written notice thereof  to
the Board of Directors after the happening of such event.

           Section 11.    Action Upon Termination.  From and after the effective
date  of  termination of this Agreement, pursuant to Sections 8, 9 or 10 hereof,
CFC  shall  not be entitled to compensation for further services hereunder,  but
shall  be paid all compensation accruing to the date of termination.  CFC  shall
forthwith upon such termination:

           (a)   Pay  over to the Company any money collected and held  for  the
account  of the Company pursuant to this Agreement or otherwise, after deducting
any accrued compensation to which it is then entitled;

           (b)  Deliver to the Board of Directors a full accounting, including a
statement showing any payments collected by it and a statement of any money held
by  it,  covering the period following the date of the last accounting furnished
to the Board of Directors; and

           (c)  Deliver to the Board of Directors all property and documents  of
the Company then in the custody of CFC, except to the extent that to do so would
conflict with the terms of its servicing agreement with the Company.

           Section  12.     Release  of  Money or other  Property  Upon  Written
Request.  CFC agrees that any money or other property of the Company held by CFC
under this Agreement shall be held for the Company in a custodial capacity,  and
CFC's records shall be appropriately marked to clearly reflect the ownership  of
such  money or other property of the Company.  CFC shall release its custody  of
any  money  or other property only in accordance with written instructions  from
the Company.

           Section  13.     Notices.  Any notice, report or other  communication
required  or  permitted to be given hereunder shall be in writing,  unless  some
other  method of giving such notice , report or other communication is  accepted
by  the party to whom it is given, and shall be given by being delivered at  the
following addresses of the parties hereto:
<PAGE>
          The Company:   Countrywide Mortgage
                                   Investments, Inc.
                         155 North Lake Avenue
                         Post Office Box 7137
                         Pasadena, CA  91109-7137
                         Attention:  General Counsel

          CFC:           Countrywide Funding Corporation
                         155 North Lake Avenue
                         Post Office 7137
                         Pasadena, CA  91109-7137
                         Attention:  General Counsel
  
          Either party may at any time give notice in writing to the other party
of a change of its address for the purpose of this Section 13.

          Section 14.    No Joint Venture.  The Company and CFC are not partners
or joint venturers with each other and nothing herein shall be construed to make
them  such partners or joint venturers or impose any liability as such on either
of them.

           Section  15.     Amendments.  This Agreement shall  not  be  amended,
changed,  modified,  terminated or discharged in  whole  or  in  part,  and  the
performance  of  any  obligation hereunder may  not  be  waived,  except  by  an
instrument  in  writing  signed  by both parties  hereto,  or  their  respective
successors or permitted assigns, or otherwise as provided herein.

           Section 16.    Successors and Assigns.  This Agreement shall bind any
successors or permitted assigns of the parties hereto as herein provided.

           Section  17.    Severability.  The invalidity or unenforceability  of
any  provision  of  this Agreement shall not affect the validity  of  any  other
provision, and all other provisions shall remain in full force and effect.

           Section 18.    Entire Agreement.  This instrument contains the entire
agreement  between  the  parties as to the rights granted  and  the  obligations
assumed in this instrument.
<PAGE>
           Section  19.    Waiver.  Any forbearance by a party to this Agreement
in  exercising any right or remedy under this Agreement or otherwise afforded by
applicable laws shall not be a waiver of or preclude the exercise of that or any
other right or remedy.

           Section  20.    Governing Law.  This Agreement shall be governed  by,
construed  under  and interpreted in accordance with the laws of  the  State  of
California.

           Section  21.    Supplemental Servicing.  From and after the  date  of
this Agreement the Supplemental Servicing Agreement dated as of May 15, 1987  by
and  among  the  Company, CFC and the Manager shall be of no further  force  and
effect.

           Section  22.    Headings and Cross-References.  The section  headings
hereof  have  been inserted for convenience of reference only and shall  not  be
construed to affect the meaning, construction or effect of this Agreement.   Any
reference  in this Agreement to a "Section" or "Subsection" shall be  construed,
respectively, as referring to a section of this Agreement or a subsection  of  a
section of this Agreement in which the reference appears.

           Section  23.     Execution in Counterparts.  This  Agreement  may  be
executed  in one or more counterparts, any of which shall constitute an original
as  against  any  party whose signature appears on it, and all  of  which  shall
together  constitute a single instrument.  This Agreement shall  become  binding
when  one  or  more  counterparts, individually  or  taken  together,  bear  the
signatures of both parties.
<PAGE>
           IN WITNESS WHEREOF, the parties hereto have caused this Agreement  to
be  executed by their officers thereunto duly authorized as of the day and  year
first above written.



                              COUNTRYWIDE MORTGAGE
                              INVESTMENTS, INC.



                           By:  _____________________________
                                Michael W. Perry
                           Title:    Senior Vice President
  
  
  
                                COUNTRYWIDE FUNDING
                                CORPORATION
  
  
  
                           By:  _____________________________
                                Kevin W. Bartlett
                           Title:    Managing Director
  
  

           The  undersigned,  as Manager, consents to the  foregoing  terms  and
provisions  of  this Agreement and agrees to be bound by them in performing  its
duties as Manager of the Company.



                         COUNTRYWIDE ASSET MANAGEMENT
                         CORPORATION



                         By:  _____________________________
                              Eric P. Sieracki
                         Title:    Senior Vice President





Source: OneCLE Business Contracts.