EXHIBIT 1.3

                   FORM OF UNDERWRITING AGREEMENT (ITERATIVE)

                RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.

                    Asset-Backed Notes, Series 20[__]-[____]

Initial Principal Amount        Class        Initial Pass-Through Rate
------------------------   ---------------   -------------------------
         $[____]           Class A-1 Notes             [___]%
         $[____]           Class A-2 Notes             [___]%
         $[____]           Class A-3 Notes             [___]%

                             UNDERWRITING AGREEMENT

                               [________], 20[__]

[Name of Underwriter,]
[as representative of the Underwriters ("Representative")]
[Address of Underwriter]

Ladies and Gentlemen:

     Residential Funding Mortgage Securities II, Inc., a Delaware corporation
(the "Company"), proposes to sell to you (also referred to herein as the
"Underwriter") Asset-Backed Notes, Series 20[__]-[____], Class A-1, Class A-2
and Class A-3 Notes (collectively, the "Notes"). The Collateral referred in the
Indenture (as defined below), consists primarily of a pool (the "Pool") of
conventional, fixed-rate, one- to four-family residential first lien and second
lien mortgage loans (the "Mortgage Loans") as described in the Prospectus
Supplement (as hereinafter defined) to be sold by the Company.

     The Notes will be issued pursuant to an indenture, dated as of [_____] 1,
20[__] (the "Cut-off Date"), (the "Indenture") among the Company, as seller,
Residential Funding, as master servicer, and [__________], as trustee (the
"Trustee"). The Notes are described more fully in the Base Prospectus and the
Prospectus Supplement (each as hereinafter defined), which the Company has
furnished to you.

     1. Representations, Warranties and Covenants.

          1.1 The Company represents and warrants to, and agrees with you that:

               (a) The Company has filed with the Securities and Exchange
     Commission (the "Commission") a registration statement (No. 333-[_____]) on
     Form S-3 for the registration under the Securities Act of 1933, as amended
     (the "Act"), of Asset-Backed Notes (issuable in series), including the
     Notes, which registration statement has become effective, and a copy of
     which, as amended to the date hereof, has heretofore been delivered to you.
     The Company proposes to file with the Commission pursuant to



     Rule 424(b) under the rules and regulations of the Commission under the Act
     (the "1933 Act Regulations") a prospectus supplement (the "Prospectus
     Supplement"), to the prospectus dated [_____] [__], 20[__] (the "Base
     Prospectus"), relating to the Notes and the method of distribution thereof.
     Such registration statement (No. 333-[______]) including exhibits thereto
     and any information incorporated therein by reference, as amended at the
     date hereof, is hereinafter called the "Registration Statement"; and the
     Base Prospectus and the Prospectus Supplement and any information
     incorporated therein by reference, together with any amendment thereof or
     supplement thereto authorized by the Company on or prior to the Closing
     Date (as defined herein) for use in connection with the offering of the
     Notes, are hereinafter called the "Prospectus."

               (b) The Registration Statement has become effective, and the
     Registration Statement as of the effective date (the "Effective Date," as
     defined in this paragraph), and the Prospectus, as of the date of the
     Prospectus Supplement, complied in all material respects with the
     applicable requirements of the Act and the 1933 Act Regulations; and the
     Registration Statement, as of the Effective Date, did not contain any
     untrue statement of a material fact and did not omit to state any material
     fact required to be stated therein or necessary to make the statements
     therein not misleading; and each Issuer Free Writing Prospectus (as defined
     herein) as of its date did not and at all times prior to the date of the
     Prospectus Supplement will not, and the Prospectus, as of the date of the
     Prospectus Supplement did not and as of the Closing Date will not, contain
     an untrue statement of a material fact and did not and will not omit to
     state a material fact necessary in order to make the statements therein, in
     the light of the circumstances under which they were made, not misleading
     (except in the case of any Issuer Free Writing Prospectus, any omission
     relating to any Senior Structure Information); provided, however, that
     neither the Company nor Residential Funding makes any representations or
     warranties as to the information contained in or omitted from the
     Registration Statement or the Prospectus or any amendment thereof or
     supplement thereto relating to the information therein that is Excluded
     Information (as defined herein); and provided, further, that neither the
     Company nor Residential Funding makes any representations or warranties as
     to either (i) any information contained in any Underwriter Prepared Issuer
     FWP (as defined herein) or Underwriter Free Writing Prospectus (as defined
     herein) except, in each case, to the extent of (x) any information set
     forth therein that constitutes Pool Information (as defined below) or (y)
     any information accurately extracted from any Issuer Free Writing
     Prospectus and included in any Underwriter Prepared Issuer FWP or
     Underwriter Free Writing Prospectus, or (ii) any information contained in
     or omitted from the portions of the Prospectus identified by underlining or
     other highlighting as shown in Exhibit F (the "Underwriter Information").
     The Effective Date shall mean the earlier of the date on which the
     Prospectus Supplement is first used and the time of the first Contract of
     Sale (as defined herein) to which such Prospectus Supplement relates. The
     initial effective date of the Registration Statement was within three years
     of the Closing Date. If the third anniversary of the initial effective date
     occurs within six months after the Closing Date, the Company will use best
     efforts to take such action as may be necessary or appropriate to permit
     the public offering and sale of the Notes as contemplated hereunder. The
     Company acknowledges that the Underwriter Information constitutes the only
     information furnished in writing by you or on your behalf for use in
     connection with the preparation of the Registration Statement or the
     Prospectus, and the Underwriter confirms that the Underwriter Information
     is correct.


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               (c) (i)"ABS Informational and Computational Materials" shall have
     the meaning given such term in Item 1101 of Regulation AB.

                    (ii) "Approved Offering Materials" means with respect to any
          class of Notes anticipated to be rated in the highest category by any
          Rating Agency, collectively the following documents as most recently
          provided by the Company and designated in writing by the Company as
          Approved Offering Materials prior to the time of any Contract of Sale:
          (i) one or more term sheets, providing factual information about the
          Notes and the structure and basic parameters thereof (excluding
          information about the subdivision of the senior classes into
          tranches), the basic terms of the subordination or other credit
          enhancements if known, factual information about the Mortgage Loans
          (which may include parameters or "stips" or tabular data prepared by
          the Company), the identity of and basic information about key parties
          to the transaction known to the Company, and the tax, ERISA and SMMEA
          characteristics of the Notes, (ii) a term sheet supplement, containing
          risk factors and additional information of the type to appear in the
          Prospectus Supplement to the extent known, and (iii) the Base
          Prospectus, which may be provided by a weblink. Each of the items
          described in (i) and (ii) in the preceding sentence shall constitute
          an Issuer Free Writing Prospectus and any additional information
          provided by the Underwriter shall constitute an Underwriter Free
          Writing Prospectus or Underwriter Prepared Issuer FWP, as the case may
          be. With respect to any class of Notes anticipated to be rated in the
          second highest or a lower category by any Rating Agency, "Approved
          Offering Materials" means the Prospectus.

                    (iii) "Contract of Sale" has the same meaning as in Rule 159
          of the 1933 Act Regulations and all Commission guidance relating to
          Rule 159.

                    (iv) "Excluded Information" shall mean, with respect to each
          of the Registration Statement and the Prospectus, the information
          identified by underlining or other highlighting as shown on Exhibit E.

                    (v) "Free Writing Prospectus" shall have the meaning given
          such term in Rules 405 and 433 of the 1933 Act Regulations.

                    (vi) "Issuer Free Writing Prospectus" shall mean any Free
          Writing Prospectus prepared by or on behalf of the Company and
          identified by the Company as an Issuer Free Writing Prospectus and
          relating to the Notes or the offering thereof.

                    (vii) "Issuer Information" shall mean any information of the
          type specified in clauses (1) - (5) of footnote 271 of Commission
          Release No. 33-8591 (Securities Offering Reform), other than
          Underwriter Derived Information. Consistent with such definition,
          "Issuer Information" shall not be deemed to include any information in
          a Free Writing Prospectus solely by reason of the Company's review of
          the materials pursuant to Section 4.4(e) below and, consistent with
          Securities Offering Reform Questions and Answers, November 30, 2005
          promulgated by the staff of the Commission, "Issuer Information" shall
          not be deemed to include any information in a Free Writing Prospectus
          solely by


                                        3



          reason that the Underwriter has agreed not to use such Free Writing
          Prospectus without consent of the Company.

                    (viii) "Permitted Additional Materials" shall mean
          information that is not ABS Informational and Computational Materials
          and (x) that are referred to in Section 4.4(c) so long as any Issuer
          Information provided by the Underwriter pursuant to Section 4.4(c) is
          limited to information included within the definition of ABS
          Informational and Computational Materials, (y) that constitute Note
          price, yield, weighted average life, subscription or allocation
          information, or a trade confirmation, or (z) otherwise with respect to
          which the Company has provided written consent to the Underwriter to
          include in a Free Writing Prospectus.

                    (ix) "Pool Information" means with respect to any Free
          Writing Prospectus, the information with respect to the
          characteristics of the Mortgage Loans and administrative and servicing
          fees, as provided by or on behalf of the Company or Residential
          Funding to the Underwriter at the time most recent to the date of such
          Free Writing Prospectus.

                    (x) "Senior Structure Information" shall mean, with respect
          to each class of Notes anticipated to be rated in the highest category
          by any Rating Agency (collectively, the "Senior Notes"), (i) the
          Pass-Through Rate if a fixed rate, or the formula for determining the
          Pass-Through Rate, (ii) the terms and the provider of any yield
          maintenance agreement, swap agreement or other agreement that provides
          payments payable on any class of the Senior Notes, (iii) the terms and
          the provider of any surety bond, financial guaranty insurance policy,
          or other insurance policy regarding any class of the Senior Notes not
          known to the Company when the Approved Offering Materials were
          prepared, (iv) the allocation to each class of Senior Notes of the
          aggregate amount of the cashflow payable among the Senior Notes
          collectively, and (v) the allocation to each class of Senior Notes of
          the aggregate amount of any Realized Losses allocable to the Senior
          Notes collectively.

                    (xi) "Underwriter Derived Information" shall refer to
          information of the type described in clause (5) of footnote 271 of
          Commission Release No. 33-8591 (Securities Offering Reform) when
          prepared by the Underwriter, including traditional computational and
          analytical materials prepared by the Underwriter.

                    (xii) "Underwriter Free Writing Prospectus" shall mean all
          Free Writing Prospectuses prepared by or on behalf of the Underwriter
          other than any Underwriter Prepared Issuer FWP, including any
          Permitted Additional Materials.

                    (xiii) "Underwriter Prepared Issuer FWP" shall mean any Free
          Writing Prospectus or portion thereof prepared by or on behalf of the
          Underwriter that contains only a description of the final terms of the
          Notes or of the offering of the Notes after the final terms have been
          established for all classes of Senior Notes.


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                    (xiv) "Written Communication" shall have the meaning given
          such term in Rule 405 of the 1933 Act Regulations.

               (d) The Company has been duly incorporated and is validly
     existing as a corporation in good standing under the laws of the State of
     Delaware and has the requisite corporate power to own its properties and to
     conduct its business as presently conducted by it.

               (e) The Company was not, as of any date on or after which a bona
     fide offer (as used in Rule 164(h)(2) of the 1933 Act Regulations) of the
     Note is made an Ineligible Issuer, as such term is defined in Rule 405 of
     the 1933 Act Regulations. The Company shall comply with all applicable laws
     and regulations in connection with the use of Free Writing Prospectuses,
     including but not limited to Rules 164 and 433 of the 1933 Act Regulations
     and all Commission guidance relating to Free Writing Prospectuses,
     including but not limited to Commission Release No. 33-8591.

               (f) This Agreement has been duly authorized, executed and
     delivered by the Company.

               (g) As of the Closing Date (as defined herein) the Notes will
     conform in all material respects to the description thereof contained in
     the Prospectus and the representations and warranties of the Company in the
     Indenture will be true and correct in all material respects.

          1.2 Residential Funding represents and warrants to, and agrees with
you that as of the Closing Date the representations and warranties of
Residential Funding in the Servicing Agreement will be true and correct in all
material respects.

          1.3 The Underwriter represents and warrants to and agrees with the
Company and Residential Funding that:

               (a) [reserved].

               (b) The Underwriter has no present knowledge or expectation that
     it will be unable to pay any United States taxes owed by it so long as any
     of the Notes remain outstanding.

               (c) The Underwriter has no present knowledge or expectation that
     it will become insolvent or subject to a bankruptcy proceeding for so long
     as any of the Notes remain outstanding.

               (d) [reserved].

               (e) [reserved].

               (f) The Underwriter hereby certifies that (i) with respect to any
     classes of Notes issued in authorized denominations or Percentage Interests
     of less than a notional amount of $2,000,000 or a Percentage Interest of
     20% the fair market value of each such Note sold to any person on the date
     of initial sale thereof by the Underwriter will not be less than $100,000
     and (ii) with respect to each class of Notes to be


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     maintained on the book-entry records of The Depository Trust Company
     ("DTC"), the interest in each such class of Notes sold to any person on the
     date of initial sale thereof by the Underwriter will not be less than the
     minimum denomination indicated for such class of Notes in the Prospectus
     Supplement.

               (g) The Underwriter will have funds available at [_________], in
     the Underwriter's account at such bank at the time all documents are
     executed and the closing of the sale of the Notes is completed, except for
     the transfer of funds and the delivery of the Notes. Such funds will be
     available for immediate transfer into the account of Residential Funding
     maintained at such bank.

               (h) As of the date hereof and as of the Closing Date, the
     Underwriter has complied with all of its obligations hereunder and all
     information contained in any Underwriter Free Writing Prospectus and in any
     Underwriter Prepared Issuer FWP as used in connection with any Contract of
     Sale and all Underwriter Information are accurate in all material respects
     (taking into account the assumptions explicitly set forth in such
     Underwriter Prepared Issuer FWP or Underwriter Free Writing Prospectus),
     except to the extent of (x) any errors therein that are caused by errors or
     omissions in the Pool Information or (y) information accurately extracted
     from any Issuer Free Writing Prospectus and included in any Underwriter
     Prepared Issuer FWP or Underwriter Free Writing Prospectus.

               (i) Prior to the Closing Date, the Underwriter shall notify the
     Company and Residential Funding of the earlier of (x) the date on which the
     Prospectus Supplement is first used and (y) the time of the first Contract
     of Sale to which such Prospectus Supplement relates.

          1.4 [reserved].

     2. Purchase and Sale. Subject to the terms and conditions and in reliance
upon the representations and warranties herein set forth, the Company agrees to
sell to you, and you agree to purchase from the Company, the Notes at a price
equal to [_____]% of the aggregate Note principal balance of the Notes as of the
Closing Date (as defined herein). There will be added to the purchase price of
the Notes an amount equal to interest accrued thereon from the Cut-off Date up
to but not including the Closing Date.

     3. Delivery and Payment. Delivery of and payment for the Notes shall be
made at the office of [Issuer's Counsel] at 10:00 a.m., New York City time, on
[_______ __], 20[__] or such later date as you shall designate, which date and
time may be postponed by agreement between you and the Company (such date and
time of delivery and payment for the Notes being herein called the "Closing
Date"). Delivery of the Series 20[__]-[____], Class A-1, Class A-2 and Class A-3
Notes shall be made to you through the Depository Trust Company ("DTC") (such
Notes, the "DTC Registered Notes").

     4. Offering by Underwriter.

          4.1 It is understood that you propose to offer the Notes for sale to
the public as set forth in the Prospectus and you agree that all such offers and
sales by you shall be made in compliance with all applicable laws and
regulations. Prior to the date of the first Contract of


                                        6



Sale made based on the Approved Offering Materials, you have not pledged, sold,
disposed of or otherwise transferred any Note, Mortgage Loans or any interest in
any Note.

          4.2 It is understood that you will solicit offers to purchase the
Notes as follows:

          (a) Prior to the time you have received the Approved Offering
Materials you may, in compliance with the provisions of this Agreement, solicit
offers to purchase Notes; provided, that you shall not accept any such offer to
purchase a Note or any interest in any Note or Mortgage Loan or otherwise enter
into any Contract of Sale for any Note, any interest in any Note or any Mortgage
Loan prior to your conveyance of Approved Offering Materials to the investor.

          (b) any Written Communication relating to the Notes made by an
Underwriter in compliance with the terms of this Agreement prior to the time
such Underwriter has entered into a Contract of Sale for Notes shall prominently
set forth the following statements (or a substantially similar statements
approved by the Company):

          The information in this free writing prospectus, if conveyed prior to
          the time of your contractual commitment to purchase any of the Notes,
          supersedes any information contained in any prior similar materials
          relating to the Notes. The information in this free writing prospectus
          is preliminary, and is subject to completion or change. This free
          writing prospectus is being delivered to you solely to provide you
          with information about the offering of the Notes referred to in this
          free writing prospectus and to solicit an offer to purchase the Notes,
          when, as and if issued. Any such offer to purchase made by you will
          not be accepted and will not constitute a contractual commitment by
          you to purchase any of the Notes, until we have accepted your offer to
          purchase Notes.

          The Notes referred to in these materials are being sold when, as and
          if issued. The issuer is not obligated to issue such Notes or any
          similar security and the underwriter's obligation to deliver such
          Notes is subject to the terms and conditions of the underwriting
          agreement with the issuer and the availability of such Notes when, as
          and if issued by the issuer. You are advised that the terms of the
          Notes, and the characteristics of the mortgage loan pool backing them,
          may change (due, among other things, to the possibility that mortgage
          loans that comprise the pool may become delinquent or defaulted or may
          be removed or replaced and that similar or different mortgage loans
          may be added to the pool, and that one or more classes of Notes may be
          split, combined or eliminated), at any time prior to issuance or
          availability of a final prospectus. You are advised that Notes may not
          be issued that have the characteristics described in these materials.
          The underwriter's obligation to sell such Notes to you is conditioned
          on the mortgage loans and Notes having the characteristics described
          in these materials. If for any reason the issuer does not deliver


                                        7



          such Notes, the underwriter will notify you, and neither the issuer
          nor any underwriter will have any obligation to you to deliver all or
          any portion of the Notes which you have committed to purchase, and
          none of the issuer nor any underwriter will be liable for any costs or
          damages whatsoever arising from or related to such non-delivery.

          4.3 It is understood that you will not enter into a Contract of Sale
with any investor until the Approved Offering Materials have been conveyed to
the investor with respect to the Notes which are the subject of such Contract of
Sale.

          4.4 It is understood that you may prepare and provide to prospective
investors certain Free Writing Prospectuses, subject to the following
conditions:

               (a) Unless preceded or accompanied by a prospectus satisfying the
     requirements of Section 10(a) of the Act, the Underwriter shall not convey
     or deliver any Written Communication to any person in connection with the
     initial offering of the Notes, unless such Written Communication (i) is
     made in reliance on Rule 134 under the Act, (ii) constitutes a prospectus
     satisfying the requirements of Rule 430B under the Act or (iii) constitutes
     a Free Writing Prospectus (as defined in Section 1.1(c) above) consisting
     solely of (x) information of a type included within the definition of ABS
     Informational and Computational Materials (as defined below), (y) Permitted
     Additional Materials or (z) information accurately extracted from any
     Issuer Free Writing Prospectus and included in any Underwriter Prepared
     Issuer FWP or Underwriter Free Writing Prospectus.

               (b) The Underwriter shall comply with all applicable laws and
     regulations in connection with the use of Free Writing Prospectuses,
     including but not limited to Rules 164 and 433 of the 1933 Act Regulations
     and all Commission guidance relating to Free Writing Prospectuses,
     including but not limited to Commission Release No. 33-8591.

               (c) It is understood and agreed that all information provided by
     the Underwriter to or through Bloomberg or Intex or similar entities for
     use by prospective investors, or imbedded in any CDI file provided to
     prospective investors, to the extent constituting a Free Writing
     Prospectus, shall be deemed an Underwriter Free Writing Prospectus.

               (d) All Free Writing Prospectuses provided to prospective
     investors, whether or not filed with the Commission, shall bear a legend
     including the following statement (or a substantially similar statement
     approved by the Company):

               "THE DEPOSITOR HAS FILED A REGISTRATION STATEMENT (INCLUDING A
               PROSPECTUS) WITH THE SECURITIES AND EXCHANGE COMMISSION (THE SEC)
               FOR THE OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE YOU
               INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT REGISTRATION
               STATEMENT AND OTHER DOCUMENTS THE DEPOSITOR HAS FILED WITH


                                        8



               THE SEC FOR MORE COMPLETE INFORMATION ABOUT THE DEPOSITOR AND THE
               OFFERING. YOU MAY GET THESE DOCUMENTS AT NO CHARGE BY VISITING
               EDGAR ON THE SEC WEB SITE AT WWW.SEC.GOV. ALTERNATIVELY, THE
               DEPOSITOR, ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE
               OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS AT NO CHARGE IF
               YOU REQUEST IT BY CALLING TOLL-FREE 1-8[XX-XXX-XXXX] OR VIA EMAIL
               AT ______________.

     Each of the Underwriter and the Company shall have the right to request
     additional specific legends or notations to appear on any Free Writing
     Prospectus and shall have the right to require changes regarding the use of
     terminology and the right to determine the types of information appearing
     therein with the approval of the other (which shall not be unreasonably
     withheld).

               (e) The Underwriter shall deliver to the Company and its counsel
     (in such format as reasonably required by the Company), no later than the
     business day prior to the date of the required filing under Section 5.10,
     an Underwriter Prepared Issuer FWP. To facilitate filing to the extent
     required by Section 5.10 or 5.11, as applicable, all Underwriter Derived
     Information shall be set forth in a document separate from any Underwriter
     Prepared Issuer FWP including Issuer Information.

               (f) The Underwriter shall provide the Company with a letter from
     [__________], certified public accountants, prior to the Closing Date,
     satisfactory in form and substance to the Company, Residential Funding and
     their respective counsels and the Underwriter, to the effect that such
     accountants have performed certain specified procedures, all of which have
     been agreed to by the Company and the Underwriter, as a result of which
     they determined that certain information of an accounting, financial or
     statistical nature that is included in any Underwriter Prepared Issuer FWP,
     other than any Pool Information therein and any information accurately
     extracted from any Issuer Free Writing Prospectus and included in such
     Underwriter Prepared Issuer FWP, is accurate except as to such matters that
     are not deemed by the Company and the Underwriter to be material. The
     foregoing letter shall be at the expense of the Underwriter.

               (g) None of the information in any Free Writing Prospectus may
     conflict with the information then contained in the Registration Statement
     or any prospectus or prospectus supplement that is a part thereof. The
     Notes described in any Underwriter Free Writing Prospectus or any
     Underwriter Prepared Issuer FWP will be of a type set forth in one of the
     categories listed beneath the heading "Description of Securities" in the
     term sheet supplement included in the Approved Offering Materials and the
     description of the characteristics of the Notes contained in such
     Underwriter Free Writing Prospectus or any Underwriter Prepared Issuer FWP
     shall not be inconsistent with the description of the Notes beneath such
     heading in the term sheet supplement.

               (h) The Company shall not be obligated to file any Issuer Free
     Writing Prospectuses that have been determined to contain any material
     error or omission unless


                                        9



     such Issuer Free Writing Prospectus has been provided to a prospective
     investor, in which case, the Underwriter shall cooperate with the Company
     to prepare a corrective Issuer Free Writing Prospectus that the Underwriter
     will provide to any such prospective investor and the Company shall file to
     the extent required herein. In the event that the Underwriter becomes aware
     that, as of the date on which an investor entered into a Contract of Sale,
     any Free Writing Prospectus prepared by or on behalf of the Underwriter and
     delivered to such investor contained any untrue statement of a material
     fact or omitted to state a material fact necessary in order to make the
     statements contained therein, in light of the circumstances under which
     they were made, not misleading (such Free Writing Prospectus, a "Defective
     Free Writing Prospectus"), the Underwriter shall notify the Company thereof
     as soon as practical but in any event within one business day after
     discovery.

               (i) If the Underwriter does not provide any Free Writing
     Prospectuses to the Company pursuant to subsection (e) above, the
     Underwriter shall be deemed to have represented, as of the Closing Date,
     that it did not provide any prospective investors with any information in
     written or electronic form in connection with the offering of the Notes
     that would constitute an Underwriter Prepared Issuer FWP.

               (j) In the event of any delay in the delivery by the Underwriter
     to the Company of any Underwriter Prepared Issuer FWP required to be
     delivered in accordance with subsection (e) above, or in the delivery of
     the accountant's comfort letter in respect thereof pursuant to subsection
     (f) above, the Company shall have the right to delay the release of the
     Prospectus to investors or to the Underwriter, to delay the Closing Date
     and to take other appropriate actions in each case as necessary in order to
     allow the Company to comply with its agreement set forth in Section 5.10 to
     file such Underwriter Prepared Issuer FWP by the time specified therein.

               (k) The Underwriter represents that it has in place, and
     covenants that it shall maintain, internal controls and procedures which it
     reasonably believes to be sufficient to ensure full compliance with all
     applicable legal requirements of the 1933 Act Regulations with respect to
     the generation and use of Free Writing Prospectuses in connection with the
     offering of the Notes. In addition, each Underwriter shall, for a period of
     at least three years after the date hereof, maintain written and/or
     electronic records of the following:

                    (i) any Free Writing Prospectus used by the Underwriter to
          solicit offers to purchase Notes to the extent not filed with the
          Commission;

                    (ii) regarding each Free Writing Prospectus delivered by the
          Underwriter to an investor, the date of such delivery and identity of
          such investor; and

                    (iii) regarding each Contract of Sale entered into by such
          Underwriter, the date, identity of the investor and the terms of such
          Contract of Sale, as set forth in the related confirmation of trade.

               (l) The Underwriter covenants with the Company that after the
     final Prospectus is available the Underwriter shall not distribute any
     written information concerning the Notes to a prospective investor unless
     such information is preceded or


                                       10



     accompanied by the final Prospectus. It is understood and agreed that the
     use of written information in accordance with the preceding sentence is not
     a Free Writing Prospectus and is not otherwise restricted or governed in
     any way by this Agreement.

               (m) The Underwriter shall not use any Free Writing Prospectus in
     connection with the solicitation of offers to purchase Notes from any
     prospective investor in a class of Notes with denominations of less than
     $25,000 or otherwise designated as a "retail" class of Notes, and the
     Underwriter shall not authorize any such use of any Free Writing Prospectus
     by any dealer that purchases any such Notes from the Underwriter.

          4.5 You further agree that on or prior to the sixth day after the
Closing Date, you shall provide the Company with a Note, substantially in the
form of Exhibit G attached hereto, setting forth (i) in the case of each class
of Notes, (a) if less than 10% of the aggregate note principal balance of such
class of Notes has been sold to the public as of such date, the value calculated
pursuant to clause (b)(iii) of Exhibit G hereto, or, (b) if 10% or more of such
class of Notes has been sold to the public as of such date but no single price
is paid for at least 10% of the aggregate note principal balance of such class
of Notes, then the weighted average price at which the Notes of such class were
sold expressed as a percentage of the note principal balance of such class of
Notes sold, or (c) the first single price at which at least 10% of the aggregate
note principal balance of such class of Notes was sold to the public, (ii) the
prepayment assumption used in pricing each class of Notes, and (iii) such other
information as to matters of fact as the Company may reasonably request to
enable it to comply with its reporting requirements with respect to each class
of Notes to the extent such information can in the good faith judgment of the
Underwriter be determined by it.

          4.6 The Underwriter agrees that (i) if the Prospectus is not delivered
with the confirmation in reliance on Rule 172, it will include in every
confirmation sent out the notice required by Rule 173 informing the investor
that the sale was made pursuant to the Registration Statement and that the
investor may request a copy of the Prospectus from the Underwriter; (ii) if a
paper copy of the Prospectus is requested by a person who receives a
confirmation, Underwriter shall deliver a printed or paper copy of such
Prospectus; and (iii) if an electronic copy of the Prospectus is delivered by
the Underwriter for any purpose, such copy shall be the same electronic file
containing the Prospectus in the identical form transmitted electronically to
the Underwriter by or on behalf of the Company specifically for use by the
Underwriter pursuant to this Section 4.6; for example, if the Prospectus is
delivered to the Underwriter by or on behalf of the Company in a single
electronic file in pdf format, then the Underwriter will deliver the electronic
copy of the Prospectus in the same single electronic file in pdf format. The
Underwriter further agrees that (i) if it delivers to an investor the Prospectus
in pdf format, upon the Underwriter's receipt of a request from the investor
within the period for which delivery of the Prospectus is required, the
Underwriter will promptly deliver or cause to be delivered to the investor,
without charge, a paper copy of the Prospectus and (ii) it will provide to the
Company any Underwriter Prepared Issuer FWP, or portions thereof, which the
Company is required to file with the Commission in electronic format and will
use reasonable efforts to provide to the Company such Underwriter Prepared
Issuer FWP, or portions thereof, in either Microsoft Word(R) or Microsoft
Excel(R) format and not in a pdf, except to the extent that the Company, in its
sole discretion, waives such requirements.


                                       11



     5. Agreements. The Company and you agree as follows:

          5.1 Before amending or supplementing the Registration Statement or the
Prospectus with respect to the Notes, the Company will furnish you with a copy
of each such proposed amendment or supplement.

          5.2 The Company will cause the Prospectus Supplement to be transmitted
to the Commission for filing pursuant to Rule 424(b) under the Act by means
reasonably calculated to result in filing with the Commission pursuant to said
rule.

          5.3 If, during the period after the first date of the public offering
of the Notes in which a prospectus relating to the Notes is required to be
delivered under the Act, any event occurs as a result of which it is necessary
to amend or supplement the Prospectus, as then amended or supplemented, in order
to make the statements therein, in the light of the circumstances when the
Prospectus is delivered to a purchaser, not misleading, or if it shall be
necessary to amend or supplement the Prospectus to comply with the Act or the
1933 Act Regulations, the Company promptly will prepare and furnish, at its own
expense, to you, either amendments or supplements to the Prospectus so that the
statements in the Prospectus as so amended or supplemented will not, in the
light of the circumstances when the Prospectus is delivered to a purchaser, be
misleading or so that the Prospectus will comply with law.

          5.4 If the Company or the Underwriter determines or becomes aware that
any Written Communication (including without limitation any Free Writing
Prospectus) or oral statement (when considered in conjunction with all
information conveyed at the time of Contract of Sale) contains an untrue
statement of material fact or omits to state a material fact necessary to make
the statements, in light of the circumstances under which they were made, not
misleading at the time that a Contract of Sale was entered into, either the
Company or the Underwriter may prepare corrective information with notice to the
other party, and the Underwriter shall deliver such information in a manner
reasonably acceptable to both parties, to any person with whom a Contract of
Sale was entered into, and such information shall provide any such person with
the following:

               (a) Adequate disclosure of the contractual arrangement;

               (b) Adequate disclosure of the person's rights under the existing
     Contract of Sale at the time termination is sought;

               (c) Adequate disclosure of the new information that is necessary
     to correct the misstatements or omissions in the information given at the
     time of the original Contract of Sale; and

               (d) A meaningful ability to elect to terminate or not terminate
     the prior Contract of Sale and to elect to enter into or not enter into a
     new Contract of Sale.

Any costs incurred to the investor in connection with any such termination or
reformation shall be subject to Sections 7.1 and 7.2, as applicable.

          5.5 The Company will furnish to you, without charge, a copy of the
Registration Statement (including exhibits thereto) and, so long as delivery of
a prospectus by an underwriter or dealer may be required by the Act, as many
copies of the Prospectus, any


                                       12



documents incorporated by reference therein and any amendments and supplements
thereto as you may reasonably request; provided, however, that if the Prospectus
is not delivered with the confirmation in reliance on Rule 172, you will provide
the notice specified in Section 4.6 in every confirmation and will deliver a
paper copy of the prospectus to those investors that request a paper copy
thereof.

          5.6 The Company agrees, so long as the Notes shall be outstanding, or
until such time as you shall cease to maintain a secondary market in the Notes,
whichever first occurs, to deliver to you the annual statement as to compliance
delivered to the Trustee pursuant to Section [__] of the Servicing Agreement and
the annual statement of a firm of independent public accountants furnished to
the Trustee pursuant to Section [__] of the Servicing Agreement, as soon as such
statements are furnished to the Company.

          5.7 The Company will endeavor to arrange for the qualification of the
Notes for sale under the laws of such jurisdictions as you may reasonably
designate and will maintain such qualification in effect so long as required for
the initial distribution of the Notes; provided, however, that the Company shall
not be required to qualify to do business in any jurisdiction where it is not
now so qualified or to take any action that would subject it to general or
unlimited service of process in any jurisdiction where it is not now so subject.

          5.8 If the transactions contemplated by this Agreement are
consummated, the Company or Residential Funding will pay or cause to be paid all
expenses incident to the performance of the obligations of the Company and
Residential Funding under this Agreement, and will reimburse you for any
reasonable expenses (including reasonable fees and disbursements of counsel)
reasonably incurred by you in connection with qualification of the Notes for
sale and determination of their eligibility for investment under the laws of
such jurisdictions as you have reasonably requested pursuant to Section 5.7
above and the printing of memoranda relating thereto, for any fees charged by
investment rating agencies for the rating of the Notes, and for expenses
incurred in distributing the Prospectus (including any amendments and
supplements thereto) to the Underwriter. Except as herein provided, you shall be
responsible for paying all costs and expenses incurred by you, including the
fees and disbursements of your counsel, in connection with the purchase and sale
of the Notes.

          5.9 If, during the period after the Closing Date in which a prospectus
relating to the Notes is required to be delivered under the Act, the Company
receives notice that a stop order suspending the effectiveness of the
Registration Statement or preventing the offer and sale of the Notes is in
effect, the Company will advise you of the issuance of such stop order.

          5.10 The Company shall file any Issuer Free Writing Prospectus, and
any Underwriter Prepared Issuer FWP provided to it by the Underwriter under
Section 4.4, not later than the date of first use thereof, except that:

               (a) any Issuer Free Writing Prospectus or Underwriter Prepared
     Issuer FWP or portion thereof otherwise required to be filed that contains
     only (1) a description of the final terms of the Notes may be filed by the
     Company within two days of the later of the date such final terms have been
     established for all classes of Notes and the date of first use, and (2) a
     description of the terms of the Notes that does not reflect the final terms
     after they have been established for all classes of all Notes is not
     required to be filed; and


                                       13



               (b) if the Issuer Free Writing Prospectus or Underwriter Prepared
     Issuer FWP includes only information of a type included in the definition
     of ABS Informational and Computational Materials, the Company shall file
     the same within the later of two business days after the Underwriter first
     provides this information to investors and the date upon which the Company
     is required to file the Prospectus Supplement with the Commission pursuant
     to Rule 424(b)(3) of the Act.

provided further, that prior to the filing of any Underwriter Prepared Issuer
FWP by the Company, the Underwriter must comply with its obligations pursuant to
Section 4.4 and that the Company shall not be required to file any Free Writing
Prospectus to the extent such Free Writing Prospectus includes information in a
Free Writing Prospectus or Prospectus previously filed with the Commission or
that does not contain substantive changes from or additions to a Free Writing
Prospectus previously filed with the Commission.

          5.11 The Underwriter shall file any Underwriter Free Writing
Prospectus that has been distributed by the Underwriter in a manner reasonably
designed to lead to its broad, unrestricted dissemination within the later of
two business days after the Underwriter first provides this information to
investors and the date upon which the Company is required to file the Prospectus
Supplement with the Commission pursuant to Rule 424(b)(3) of the Act or
otherwise as required under Rule 433 of the Act; provided, however, that the
Underwriter shall not be required to file any Underwriter Free Writing
Prospectus to the extent such Underwriter Free Writing Prospectus includes
information in a Free Writing Prospectus or Prospectus previously filed with the
Commission or that does not contain substantive changes from or additions to a
Free Writing Prospectus previously filed with the Commission.

          5.12 The Company acknowledges and agrees that the Underwriter is
acting solely in the capacity of an arm's length contractual counterparty to the
Company with respect to the offering of securities contemplated hereby
(including in connection with determining the terms of the offering) and not as
a financial advisor or a fiduciary to, or an agent of, the Company or any other
person. Additionally, the Underwriter is not advising the company or any other
person as to any legal, tax, investment, accounting or regulatory matters in any
jurisdiction. The Company shall consult with its own advisors concerning such
matters and shall be responsible for making its own independent investigation
and appraisal of the transactions contemplated hereby, and the Underwriter shall
have no responsibility or liability to the Company with respect thereto. Any
review by the Underwriter of the Company, the transactions contemplated hereby
or other matters relating to such transactions will be performed solely for the
benefit of the Underwriter and shall not be on behalf of the Company.

     6. Conditions to the Obligations of the Underwriter. The Underwriter's
obligation to purchase the Notes shall be subject to the following conditions:

          6.1 No stop order suspending the effectiveness of the Registration
Statement shall be in effect, and no proceedings for that purpose shall be
pending or, to the knowledge of the Company, threatened by the Commission; and
the Prospectus Supplement shall have been filed or transmitted for filing by
means reasonably calculated to result in a filing with the Commission pursuant
to Rule 424(b) under the Act.


                                       14



          6.2 Since [______ __], 20[__] there shall have been no material
adverse change (not in the ordinary course of business) in the condition of the
Company or Residential Funding.

          6.3 The Company shall have delivered to you a certificate, dated the
Closing Date, of the President, a Senior Vice President or a Vice President of
the Company to the effect that the signer of such certificate has examined this
Agreement, the Approved Offering Materials, the Prospectus, the Servicing
Agreement, the Trust Agreement, the Indenture and various other closing
documents, and that, to the best of his or her knowledge after reasonable
investigation:

               (a) the representations and warranties of the Company in this
     Agreement and in the Indenture are true and correct in all material
     respects; and

               (b) the Company has, in all material respects, complied with all
     the agreements and satisfied all the conditions on its part to be performed
     or satisfied hereunder at or prior to the Closing Date.

          6.4 Residential Funding shall have delivered to you a certificate,
dated the Closing Date, of the President, a Managing Director, a Director or an
Associate of Residential Funding to the effect that the signer of such
certificate has examined the Trust Agreement, the Servicing Agreement, the
Indenture and this Agreement and that, to the best of his or her knowledge after
reasonable investigation, the representations and warranties of Residential
Funding contained in the Servicing Agreement and in this Agreement are true and
correct in all material respects.

          6.5 You shall have received the opinions of [___________], special
counsel for the Company and Residential Funding, dated the Closing Date and
substantially to the effect set forth in Exhibits A-1, A-2 and A-3, and the
opinion of [________], associate counsel for the Company and Residential
Funding, dated the Closing Date and substantially to the effect set forth in
Exhibit B.

          6.6 You shall have received a negative assurance letter regarding the
Prospectus from [___________], special counsel for the Company and Residential
Funding, in form satisfactory to you.

          6.7 The Underwriter shall have received from [___________], certified
public accountants, (a) a letter dated the date hereof and satisfactory in form
and substance to the Underwriter and the Underwriter's counsel, to the effect
that they have performed certain specified procedures, all of which have been
agreed to by the Underwriter, as a result of which they determined that certain
information of an accounting, financial or statistical nature set forth in the
Prospectus Supplement under the captions "Description of the Home Loan Pool",
"Description of the Servicing Agreement", "Description of the Securities" and
"Certain Yield and Prepayment Considerations" agrees with the records of the
Company and Residential Funding excluding any questions of legal interpretation
and (b) the letter prepared pursuant to Section 4.4(e).

          6.8 The Class A Notes shall have been rated "[____]" by [Fitch
Ratings, ("Fitch")] and [____] by [Standard & Poor's ("S&P")].


                                       15



          6.9 You shall have received the opinion of [_________], counsel to the
Trustee, dated the Closing Date, substantially to the effect set forth in
Exhibit C.

          6.10 You shall have received the opinion of [_________], special
Minnesota tax counsel for the Company, dated the Closing Date, substantially to
the effect set forth in Exhibit D.

          6.11 You shall have received from [_________], associate counsel to
the Company, a reliance letter with respect to any opinions delivered to the
rating agencies, or you shall have been listed as an addressee on any such
opinions.

The Company will furnish you with conformed copies of the above opinions,
certificates, letters and documents as you reasonably request.

     7. Indemnification and Contribution.

          7.1 The Company and Residential Funding, jointly and severally, agree
to indemnify and hold harmless you and each person, if any, who controls you
within the meaning of either Section 15 of the Act or Section 20 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), from and
against any and all losses, claims, damages and liabilities (i) caused by any
untrue statement or alleged untrue statement of a material fact contained in the
Registration Statement for the registration of the Notes as originally filed or
in any amendment thereof or other filing incorporated by reference therein, or
in the Prospectus or incorporated by reference therein (if used within the
period set forth in Section 5.3 hereof and as amended or supplemented if the
Company shall have furnished any amendments or supplements thereto), or caused
by any omission or alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, or (ii) caused by any
untrue statement or alleged untrue statement of a material fact contained in any
Issuer Free Writing Prospectus, or any omission or alleged omission to state
therein a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading (except any
omission relating to any Senior Structure Information), or (iii) caused by any
untrue statement of a material fact or alleged untrue statement of a material
fact contained in (x) any Underwriter Prepared Issuer FWP or any Underwriter
Free Writing Prospectus or any omission or alleged omission to state therein a
material fact necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, that in either case
was caused by any error or omission in any Pool Information or (y) or any
information accurately extracted from any Issuer Free Writing Prospectus and
included in any Underwriter Prepared Issuer FWP or Underwriter Free Writing
Prospectus; except insofar as such losses, claims, damages, or liabilities are
caused by any such untrue statement or omission or alleged untrue statement or
omission based upon any information with respect to which the Underwriter has
agreed to indemnify the Company pursuant to clause (i) of Section 7.2; provided,
however, that none of the Company, Residential Funding or you will be liable in
any case to the extent that any such loss, claim, damage or liability arises out
of or is based upon any such untrue statement or alleged untrue statement or
omission or alleged omission made therein relating to the Excluded Information.

          7.2 You agree to indemnify and hold harmless the Company, Residential
Funding, their respective directors or officers and any person controlling the
Company or Residential Funding within the meaning of either Section 15 of the
Act or Section 20 of the


                                       16



Exchange Act from and against any and all losses, claims, damages and
liabilities (i) caused by any untrue statement or alleged untrue statement of
material fact contained in the Underwriter Information, or any omission or
alleged omission to state therein any material fact required to be stated
therein or necessary to make the statements therein, in light of the
circumstances under which they were made, not misleading, (ii) caused by any
untrue statement or alleged untrue statement of material fact contained in any
Underwriter Free Writing Prospectus (except for any information accurately
extracted from any Issuer Free Writing Prospectus and included in such
Underwriter Free Writing Prospectus), or any omission or alleged omission to
state therein a material fact necessary to make the statements therein, in light
of the circumstances under which they were made, not misleading, (iii) caused by
any untrue statement or alleged untrue statement of material fact contained in
any Underwriter Prepared Issuer FWP (except for any information accurately
extracted from any Issuer Free Writing Prospectus and included in such
Underwriter Prepared Issuer FWP), or any omission or alleged omission to state
therein a material fact necessary to make the statements therein, in light of
the circumstances under which they were made, not misleading, or (iv) resulting
from your failure to comply with Section 4.4(e) or Section 4.3 or failure to
file any Underwriter Free Writing Prospectus required to be filed in accordance
with Section 5.11; provided, however, that the indemnification set forth in
clauses (ii) and (iii) of this Section 7.2 shall not apply to the extent of any
error or omission in any Underwriter Prepared Issuer FWP or any Underwriter Free
Writing Prospectus that was caused by any error or omission in any Pool
Information; provided, further, that none of the Company, Residential Funding or
you will be liable in any case to the extent that any such loss, claim, damage
or liability arises out of or is based upon any such untrue statement or alleged
untrue statement or omission or alleged omission made therein relating to the
Excluded Information. In addition, you agree to indemnify and hold harmless the
Company, Residential Funding, their respective directors or officers and any
person controlling the Company or Residential Funding against any and all
losses, claims, damages, liabilities and expenses (including, without
limitation, reasonable attorneys' fees) caused by, resulting from, relating to,
or based upon any legend regarding original issue discount on any Note resulting
from incorrect information provided by the Underwriter in the certificates
described in Section 4.5 hereof.

          7.3 In case any proceeding (including any governmental investigation)
shall be instituted involving any person in respect of which indemnity may be
sought pursuant to either Section 7.1 or Section 7.2, such person (the
"indemnified party") shall promptly notify the person against whom such
indemnity may be sought (the "indemnifying party") in writing and the
indemnifying party, upon request of the indemnified party, shall retain counsel
reasonably satisfactory to the indemnified party to represent the indemnified
party and any others the indemnifying party may designate in such proceeding and
shall pay the reasonable fees and disbursements of such counsel related to such
proceeding. In any such proceeding, any indemnified party shall have the right
to retain its own counsel, but the reasonable fees and expenses of such counsel
shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of
such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party
and representation of both parties by the same counsel would be inappropriate
due to actual or potential differing interests between them. It is understood
that the indemnifying party shall not, in connection with any proceeding or
related proceedings in the same jurisdiction, be liable for the reasonable fees
and expenses of more than one separate firm for all such indemnified parties.
Such firm shall be designated in writing by you, in the case of parties
indemnified pursuant to Section 7.1 and by the Company or Residential Funding,
in the case of parties indemnified pursuant to Section 7.2. The


                                       17



indemnifying party may, at its option, at any time upon written notice to the
indemnified party, assume the defense of any proceeding and may designate
counsel reasonably satisfactory to the indemnified party in connection therewith
provided that the counsel so designated would have no actual or potential
conflict of interest in connection with such representation. Unless it shall
assume the defense of any proceeding the indemnifying party shall not be liable
for any settlement of any proceeding, effected without its written consent, but
if settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment. If the
indemnifying party assumes the defense of any proceeding, it shall be entitled
to settle such proceeding with the consent of the indemnified party or, if such
settlement provides for release of the indemnified party in connection with all
matters relating to the proceeding which have been asserted against the
indemnified party in such proceeding by the other parties to such settlement,
without the consent of the indemnified party.

          7.4 If the indemnification provided for in this Section 7 is
unavailable to an indemnified party under Section 7.1 or Section 7.2 hereof or
insufficient in respect of any losses, claims, damages or liabilities referred
to therein, then the indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities, in
such proportion as is appropriate to reflect not only the relative benefits
received by the Company and Residential Funding on the one hand and the
Underwriter on the other from the offering of the Notes but also the relative
fault of the Company or Residential Funding on the one hand and of the
Underwriter on the other in connection with the statements or omissions which
resulted in such losses, claims, damages or liabilities, as well as any other
relevant equitable considerations. The relative fault of the Company and
Residential Funding on the one hand and of the Underwriter on the other shall be
determined by reference to, among other things, whether the untrue or alleged
untrue statement of a material fact or the omission or alleged omission to state
a material fact relates to information supplied by the Company or by the
Underwriter, and the parties' relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission.

          7.5 The Company, Residential Funding and the Underwriter agree that it
would not be just and equitable if contribution pursuant to this Section 7 were
determined by pro rata allocation or by any other method of allocation which
does not take account of the considerations referred to in Section 7.4 above.
The amount paid or payable by an indemnified party as a result of the losses,
claims, damages and liabilities referred to in this Section 7 shall be deemed to
include, subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim except where the indemnified party is
required to bear such expenses pursuant to Section 7.4; which expenses the
indemnifying party shall pay as and when incurred, at the request of the
indemnified party, to the extent that the indemnifying party believes that it
will be ultimately obligated to pay such expenses. In the event that any
expenses so paid by the indemnifying party are subsequently determined to not be
required to be borne by the indemnifying party hereunder, the party which
received such payment shall promptly refund the amount so paid to the party
which made such payment. No person guilty of fraudulent misrepresentation
(within the meaning of Section 11(f) of the Act) shall be entitled to
contribution from any person who was not guilty of such fraudulent
misrepresentation.


                                       18



          7.6 The indemnity and contribution agreements contained in this
Section 7 and the representations and warranties of the Company and Residential
Funding in this Agreement shall remain operative and in full force and effect
regardless of (i) any termination of this Agreement, (ii) any investigation made
by the Underwriter or on behalf of the Underwriter or any person controlling the
Underwriter or by or on behalf of the Company or Residential Funding and their
respective directors or officers or any person controlling the Company or
Residential Funding and (iii) acceptance of and payment for any of the Notes.

     8. Termination. This Agreement shall be subject to termination by notice
given to the Company and Residential Funding, if the sale of the Notes provided
for herein is not consummated because of any failure or refusal on the part of
the Company or Residential Funding to comply with the terms or to fulfill any of
the conditions of this Agreement, or if for any reason the Company or
Residential Funding shall be unable to perform their respective obligations
under this Agreement. If you terminate this Agreement in accordance with this
Section 8, the Company or Residential Funding will reimburse you for all
reasonable out-of-pocket expenses (including reasonable fees and disbursements
of counsel) that shall have been reasonably incurred by the Underwriter in
connection with the proposed purchase and sale of the Notes.

     9. Certain Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of the
Company, Residential Funding or the officers of any of the Company, Residential
Funding, and you set forth in or made pursuant to this Agreement will remain in
full force and effect, regardless of any investigation, or statement as to the
results thereof, made by you or on your behalf or made by or on behalf of the
Company or Residential Funding or any of their respective officers, directors or
controlling persons, and will survive delivery of and payment for the Notes.

     10. Notices. All communications hereunder will be in writing and effective
only on receipt, and, if sent to the Underwriter will be mailed, delivered or
telegraphed and confirmed to you at [Underwriter's Name], [Underwriter's
Address], or if sent to the Company, will be mailed, delivered or telegraphed
and confirmed to it at Residential Funding Mortgage Securities II, Inc., 8400
Normandale Lake Boulevard, Suite 250, Minneapolis, Minnesota 55437, Attention:
President; or, if sent to Residential Funding will be mailed, delivered or
telegraphed and confirmed to it at Residential Funding Corporation, 8400
Normandale Lake Boulevard, Suite 250, Minneapolis, Minnesota 55437, Attention:
President.

     11. Successors. This Agreement will inure to the benefit of and be binding
upon the parties hereto and their respective successors and the officers and
directors and controlling persons referred to in Section 7 hereof, and their
successors and assigns, and no other person will have any right or obligation
hereunder.

     12. Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State of New York.

     13. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original, which taken together
shall constitute one and the same instrument.


                                       19



     If the foregoing is in accordance with your understanding of our agreement,
please sign and return to us a counterpart hereof, whereupon this letter and
your acceptance shall represent a binding agreement among the Company,
Residential Funding and you.

                                                 Very truly yours,

                                                 RESIDENTIAL FUNDING MORTGAGE
                                                 SECURITIES II, INC.


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


                                                 RESIDENTIAL FUNDING CORPORATION


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

The foregoing Underwriting Agreement
is hereby confirmed and accepted as of
the date first above written.

[UNDERWRITER]


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



                                   EXHIBIT A-1

                           Counsel to Company Opinion
                  Main Closing Opinion (Underwriting Agreement)


                                       A-1



                                   EXHIBIT A-2

                               Counsel to Company
               Negative Assurance Letter (Underwriting Agreement)


                                       A-2



                                   EXHIBIT A-3

                           Counsel to Company Opinion
                 Tax Disclosure Letter (Underwriting Agreement)


                                       A-3



                                    EXHIBIT B

                                In-House Opinion
                  Main Closing Opinion (Underwriting Agreement)


                                       B-1



                                    EXHIBIT C

                          Opinion of Counsel to Trustee


                                       C-1



                                    EXHIBIT D

                    Opinion of Special Counsel to the Company


                                       D-1



                                    EXHIBIT E

                              EXCLUDED INFORMATION


                                       E-1



                                    EXHIBIT F

                             UNDERWRITER INFORMATION


                                       F-1



                                    EXHIBIT G

                               UNDERWRITER'S NOTE


                                       G-1