CUSTODY AGREEMENT

 

                                                           [EXECUTION COPY]

                                 CUSTODY AGREEMENT

                                       among

                             FIRSTPLUS FINANCIAL, INC.,
                                       Seller

                        BEAR STEARNS HOME EQUITY TRUST 1996-1,
                                       Buyer

                                       and

                              BANK ONE, TEXAS, N.A.,
                                    as Custodian

                              Dated as of May 10, 1996
 
______________________________________________________________________________

                                 TABLE OF CONTENTS

                                                                       Page

RECITALS  ...........................................................    1

SECTION 1.  Definitions..............................................    1

SECTION 2.  Delivery of Mortgage Files to Custodian..................    4

SECTION 3.  The Custodian's Receipt, Examination and 
              Certification of Mortgage Files and Issuance
              of Trust Receipt.......................................    6

SECTION 4.  Possession of Mortgage Files.............................    8

SECTION 5.  Release of Custodian's Mortgage Files for  
              Servicing..............................................   10

SECTION 6.  Review and Deposit of Additional Mortgage
              Loans..................................................   11

SECTION 7.  Waiver by the Custodian..................................   11

SECTION 8.  Right of Inspection by Buyer and Third
              Persons................................................   11

SECTION 9.  Custodian's Fees and Expenses............................   12

SECTION 10. Termination of Agreement.................................   12

SECTION 11. Resignation and Removal of Custodian.....................   13

SECTION 12. Limitation on Obligations of the Custodian...............   14

SECTION 13. Notices..................................................   15

SECTION 14. No Assignment or Delegation by the Custodian.............   16

SECTION 15. Controlling Law..........................................   16

SECTION 16. Agreement for the Exclusive Benefit of Parties...........   16

SECTION 17. Entire Agreement.........................................   16

SECTION 18. Exhibits.................................................   16

SECTION 19. Indulgences, Not Waivers.................................   17

SECTION 20. Titles Not to Affect Interpretation......................   17

                                    i

SECTION 21. Provisions Separable.....................................   17

SECTION 22. Representations and Warranties of the
              Custodian..............................................   17

SECTION 23. Limited Role of Trustee; Successor
              Trustee................................................   18

SECTION 24. Counterparts.............................................   19

EXHIBITS

EXHIBIT A - LETTER OF TRANSMITTAL....................................  A-1
EXHIBIT B - NOTICE TO THE CUSTODIAN..................................  B-1
EXHIBIT C - TRUST RECEIPT............................................  C-1
EXHIBIT D - NOTICE OF TERMINATION....................................  D-1
EXHIBIT E - NOTICE OF DEFAULT CERTIFICATE............................  E-1
EXHIBIT F - LETTER TO CUSTODIAN RE: BUYER'S TRUST
              RECEIPT................................................  F-1
EXHIBIT G - LETTER TO CUSTODIAN RE: ENDORSEE'S TRUST
              RECEIPT................................................  G-1
EXHIBIT H - REQUEST FOR RELEASE OF DOCUMENTS.........................  H-1
EXHIBIT I - CONFIRMATION OF RESALE AND RECEIPT.......................  I-1

                                     ii

   THIS CUSTODY AGREEMENT entered into as of May 10, 1996, by 
and among FIRSTPLUS FINANCIAL, INC. (a/k/a Remodelers National 
Funding and herein referred to as "Seller"), BEAR STEARNS HOME 
EQUITY TRUST 1996-1 ("Buyer"), and BANK ONE, TEXAS, N.A. (the 
"Custodian"), recites and provides:

                            RECITALS

   Seller and Buyer have entered into a Master Repurchase 
Agreement dated as of May 10, 1996 and a Request/Confirmation 
between Seller and Buyer with respect to each transaction 
thereunder.  The Master Repurchase Agreement and the Request/
Confirmations are hereinafter referred to collectively as the 
"Repurchase Agreement."

   Seller is obligated to service the Mortgage Loans pursuant 
to the terms and conditions of the Repurchase Agreement.

   Seller desires to deposit with the Custodian all Notes and 
Mortgages evidencing the Mortgage Loans, together with the other 
documents included in the Mortgage Files related to the Mortgage 
Loans, to be held by the Custodian as custodian for Buyer and its 
assigns until otherwise instructed by Buyer, all in connection 
with transactions under the Repurchase Agreement (each a 
"Transaction").

   Buyer may transfer its interest in the Mortgage Loans to one 
or more Third Persons and the Custodian shall act as custodian 
for such Third Persons.

   Custodian desires and is able to perform the duties and 
obligations as custodian for Buyer as set forth herein.

   NOW, THEREFORE, in consideration of the mutual promises and 
covenants hereinafter set forth, and for good and valuable 
consideration the receipt and sufficiency of which is hereby 
acknowledged, the parties hereto agree as follows:

   SECTION 1.  DEFINITIONS.  For the purposes of this 
Agreement, the following terms shall have the indicated meanings 
unless the context or use indicates another or different meaning 
and intent, the definitions of such terms are equally applicable 
to the singular and the plural forms of such terms, the words 
"herein," "hereof" and "hereunder" and other words of similar 
import refer to this Agreement as a whole and not to any 
particular section or other subdivision, and section references 
refer to sections of this Agreement.  All terms used herein and 
not defined shall have the respective meanings set forth in the 
Repurchase Agreement.

   "AGREEMENT" shall mean this Custody Agreement, as 
supplemented or amended from time to time.

   "BUSINESS DAY" shall mean any day excluding Saturday, Sunday
and any day which is a legal holiday under the laws of the States 
of New York or Texas or the Commonwealth of Massachusetts or any 
day on which a bank located in the State of New York or the 
Commonwealth of Massachusetts or the New York Stock Exchange is 
authorized or permitted to close for business.

   "CONVENTIONAL MORTGAGE LOAN" shall mean a Mortgage Loan 
which is not covered by FHA Insurance.

   "CUSTODIAL REGISTER" shall mean the register maintained by 
Custodian pursuant to Section 4 (f), which reflects as to each 
Mortgage Loan the Person to whom the related Trust Receipt has 
been issued.

   "CUSTODIAN" shall mean Bank One, Texas, N.A., or its 
successor custodian.

   "HEL" shall mean a home equity loan consisting of a Note 
secured by a Mortgage.

   "HIL" shall mean a home improvement loan consisting of a 
Note secured.by a Mortgage.

   "LENDER" shall mean the original lender as set forth in the 
Note, or any successor or assignee under such Note.

   "LOAN NUMBER" shall have the meaning set forth in Section 
2(a) of this Agreement.

   "LOAN SCHEDULE" shall mean a schedule of Mortgage Loans 
identifying each Mortgage Loan by Seller's loan number, 
Mortgagor's name and address (including the state and zip code) 
of the mortgaged property, whether such Mortgage Loan is secured 
by a first or junior lien (specifying the priority of such junior 
lien) on the related Mortgaged Property, the loan-to-value ratio 
if such Mortgage Loan is a HEL, the outstanding principal amount 
as of a specified date, the initial interest rate borne by such 
Mortgage Loan, the original principal balance thereof, the 
current scheduled monthly payment of principal and interest, the 
maturity of the related Note, the property type, the occupancy 
status, the appraised value if such Mortgage Loan is a HEL having 
an original principal balance in excess of $10,000, the original 
term to maturity, whether the Mortgage Loan is a HEL or a HIL, 
whether the Mortgage Loan is a Title I Mortgage Loan or a 
Conventional Mortgage Loan and whether or not the Mortgage Loan 
(including the related Note) has been modified; PROVIDED, 
HOWEVER, that the items of information set forth on the Loan 
Schedule may be expanded or contracted by mutual agreement of 
Buyer and Seller; and PROVIDED FURTHER, HOWEVER, that the 
appraised value for any HEL may be determined from a real estate 
broker's price opinion or a drive-by appraisal.

   "MORTGAGE" means the mortgage, deed of trust or other 
instrument creating a first or second lien on an estate in fee
simple interest in real property securing the Note.

   "MORTGAGE ASSIGNMENT" shall mean an assignment of the 
Mortgage in recordable form, sufficient under the laws of the 
jurisdiction wherein the related Mortgaged Property is located to 
reflect the sale of the Mortgage.

   "MORTGAGE FILE" shall have the meaning set forth in Section 
2(b) hereof.

   "MORTGAGE LOAN" shall mean a HEL or a HIL, as applicable.

   "MORTGAGED PROPERTY" shall mean the real property securing 
repayment of a Mortgage Loan.

   "MORTGAGOR" shall mean the obligor on a Note.

   "NOTE" shall mean any promissory note or other evidence of 
indebtedness evidencing the indebtedness of a Mortgagor under a 
Mortgage Loan.

   "NOTICE LOAN SCHEDULE" shall have the meaning set forth in 
Section 4(b) of this Agreement.

   "NOTICE OF TERMINATION" shall mean the notice substantially 
in the form of Exhibit D hereto.

   "OFFICER'S CERTIFICATE" shall mean a certificate signed by 
(i) an officer or an employee, authorized to sign an officer's 
certificate, of Seller or other Person having officers, 
submitting a Mortgage File to the Custodian or (ii) the closing 
attorney for the Mortgage Loan.  (The text of any particular 
Officer's Certificate may be stamped upon a document constituting 
a portion of a Mortgage File so long as such stamped text is 
signed by manual or facsimile signature by an officer or an 
employee authorized to sign an Officer's Certificate.)

   "PERSON" shall mean any individual, corporation, 
partnership, joint venture, association, joint stock company, 
trust (including any beneficiary thereof), unincorporated 
organization or government or any agency or political subdivision 
thereof.

   "REQUEST/CONFIRMATION" shall mean a written confirmation of 
a Transaction substantially in the form attached as an exhibit to 
the Repurchase Agreement.

   "SELLER" shall have the meaning set forth in the first 
paragraph of this Agreement.

   "SERVICER" shall mean FirstPlus Financial, Inc. in its 
capacity as servicer of the Mortgage Loans.

   "THIRD PERSON" shall mean a Person other than Seller, Buyer
or the Custodian which Person has acquired an interest in any 
Mortgage Loans from Buyer and continues to have an interest in 
such Mortgage Loans.

   "TITLE I MORTGAGE LOAN" shall mean a Mortgage Loan that has 
been or will be registered by FHA for FHA Insurance under the 
Title I Program.

   "TITLE I PROGRAM" shall mean the mortgage insurance program 
authorized pursuant to the National Housing Act of 1934, as 
amended.

   "TRUST RECEIPT" shall mean an instrument substantially in 
the form of Exhibit C hereto.

   SECTION 2.  DELIVERY OF MORTGAGE FILES TO CUSTODIAN.

   (a) REPRESENTATIONS OF SELLER.  With respect to each 
Transaction, Seller represents that it has, prior to the sale of 
any Mortgage Loans to Buyer pursuant to the Repurchase Agreement, 
delivered to the Custodian those documents designated in items 1-
7 below (to the extent applicable to such Mortgage Loans) .  All 
documents delivered to the Custodian shall have been placed by 
Seller or its representative in an appropriate file folder, 
properly secured, and clearly marked with the name of the 
Mortgaged Property and the loan number (the "Loan Number")

   (b) By delivery of a Letter of Transmittal, substantially in 
the form of Exhibit A hereto, Seller will from time to time 
certify that it has delivered and released to the Custodian the 
related Mortgage Files for the Mortgage Loans referred to in such 
Letter of Transmittal and has in its possession the other 
documents with respect to the Mortgage Loans identified in the 
mortgage loan schedule attached to the Letter of Transmittal as 
Schedule 1 (the "Loan Schedule").  The Loan Schedule is the Loan 
Schedule referred to in the Repurchase Agreement.

   "MORTGAGE FILE" means the following documents (all of which 
together constitute an original mortgage file):

      (1) the original Note, endorsed, "Pay to the order of 
   ___________, without recourse" and signed, by facsimile or 
   manual signature, in the name of Seller by an authorized 
   officer.  If the Note has been signed by a Person on behalf 
   of the Mortgagor, the original power of attorney or other 
   instrument that authorized and empowered such Person to sign 
   or a copy of such power of attorney together with an 
   Officer's Certificate certifying that such copy represents a 

   true and correct copy and that such original has been duly 
   recorded in the appropriate records depository for the 
   jurisdiction in which the Mortgaged Property is located.  To 
   the extent that there is no room on the face of the Note for 
   endorsements, the endorsement may be contained on an 
   allonge, if the law by which such Note is governed so
   permits.  Such allonge shall be firmly affixed to the Note 
   so as to become a part thereof;
   
     (2) the original of any loan agreement and guarantee(s) 
   executed in connection with the Note;

     (3) the original Mortgage, with evidence of recording 
   thereon, or, if the original Mortgage has not yet been returned 
   from the recording office, a copy of the original Mortgage 
   together with an Officer's Certificate (which may be a blanket 
   Officer's Certificate of Seller covering all such Mortgage Loans) 
   certifying that the copy is a true copy of the original of the 
   Mortgage which has been delivered for recording in the 
   appropriate recording office of the jurisdiction in which the 
   Mortgaged Property is located, or a copy of the Mortgage 
   certified by the public recording office in those instances where 
   the original Mortgage has been lost, destroyed or retained by the 
   public recording office; and if the Note has been signed by a 
   Person on behalf of the Mortgagor, the original power of attorney 
   or other instrument that authorized and empowered such Person to 
   sign or a copy of such power of attorney together with an 
   Officer's Certificate certifying that such copy represents a true 
   and correct copy and that such original has been duly recorded in 
   the appropriate records depository for the jurisdiction in which 
   the Mortgaged Property is located;

      (4) the original Mortgage Assignment assigned in blank for 
   each Mortgage Loan, in form and substance acceptable for 
   recording (except for the name of the assignee) and signed in the 
   name of the last endorsee by an authorized officer;
   
      (5) the originals of all intervening assignments of 
   mortgage, if any, with evidence of recording thereon or copies 
   thereof certified by the related recording office or, if the 
   original of any such assignment has not yet been returned from 
   the recording office, a copy of the original of any such 
   assignment without evidence of recording thereon together with an 
   Officer's Certificate (which may be a blanket Officer's 
   Certificate of Seller covering all such Mortgage Loans) 
   certifying that the copy is a true copy of the original of any 
   such assignment which has been delivered by such attorney or 
   officer for recording in the appropriate recording office of the 
   jurisdiction in which the Mortgaged Property is located, or a 
   copy of the intervening assignment certified by the public 
   recording office in those instances 

   where the original recorded intervening assignment has been lost, 
   destroyed or retained by the public recording office;
   
      (6) the originals of all assumption, modification, 
   consolidation or extension agreements, if any, with evidence 
   of recording thereon or, if the original of any such 
   agreement has not yet been returned from the recording 
   office, a copy of the original of any such agreement without 
   evidence of recording thereon together with an Officer's
   Certificate (which may be a blanket Officer's Certificate of 
   Seller covering all such Mortgage Loans) certifying that the 
   copy is a true copy of the original of any such agreement 
   which has been delivered by such attorney or officer for 
   recording in the appropriate recording office of the 
   jurisdiction in which the Mortgaged Property is located, or 
   a copy of such agreement certified by the public recording 
   office in those instances where the original recorded 
   agreement has been lost, destroyed or retained by the public 
   recording office; and

     (7) as to each Mortgage Loan that is a HEL having an 
   original principal balance in excess of $25,000 that became 
   subject to a Transaction after June 1, 1996, (i) the 
   original mortgagee title insurance policy or (ii) if such 
   policy has not been issued, (a) a written commitment or 
   binder for such policy issued by a title insurer and an 
   officer's certificate of the title insurer certifying that 
   all of the requirements specified in such commitment have 
   been satisfied or (b) a preliminary title report issued by a 
   title insurer in anticipation of issuing a title insurance 
   policy which evidences existing liens and gives a 
   preliminary opinion as to the absence of any encumbrance on 
   title to the Mortgaged Property except liens to be removed 
   on or before purchase by the Mortgagor or which constitute 
   customary exceptions acceptable to lenders generally.
   
     SECTION 3.  THE CUSTODIAN'S RECEIPT, EXAMINATION AND CERTIFICATION OF 
MORTGAGE FILES AND ISSUANCE OF TRUST RECEIPT.

   (a) The Custodian shall examine the documents received by it and 
confirm, as of the date of the Trust Receipt, that on their faces:

     (1) the Note and Mortgage each bears an original 
   signature or signatures purporting to be the signature or 
   signatures of the Person or Persons named as the maker and 
   mortgagor or grantor or, in the case of copies of the 
   Mortgage permitted under Section 2, that such copies bear a 
   reproduction of such signature or signatures;

     (2) (a) the principal amount of the indebtedness 
   secured by the Mortgage is identical to the original 

   principal amount of the Note and the original principal 
   amount on the Loan Schedule; (b) the Note term is the same 
   as set forth on the Loan Schedule; and (c) the Note coupon 
   is the same as set forth on the Loan Schedule;

     (3) the Note bears original endorsements, by either 
   manual or facsimile signature, which complete the chain of 
   ownership from the original holder or payee to the owner of 
   the related Trust Receipt;
   
     (4) the original of the Mortgage Assignment and any
   intervening mortgage assignment bears the original signature 
   purporting to be the signature of the named mortgagee or 
   beneficiary (and any other necessary party, including 
   subsequent assignors) or in the case of copies permitted 
   under Section 2, that such copies bear a reproduction of 
   such signature or signatures and that the Mortgage 
   Assignment and any intervening mortgage assignment complete 
   the chain of title from the originator to Seller and from 
   Seller in blank;

     (5) the power of attorney (if any), as specified in 
   Sections 2 (b) (1) and 2 (b) (3), (A) bears an original 
   signature purporting to be the signature of the maker of the 
   Note and the mortgagor or grantor of the Mortgage and (B) 
   bears evidence that such power of attorney was recorded in 
   the appropriate records depository for the jurisdiction 
   where the Mortgaged Property is located or, in case of 
   copies permitted under Sections 2 (b) (1) and (2) (b) (3) , 
   that such copies bear a reproduction of such signatures and 
   such evidence of recordation;

     (6) if a Note or a Mortgage was executed by an 
   attorney-in-fact, the power of attorney specified in 
   Sections 2(b) (1) and 2(b) (3) is included and conforms to 
   the requirements of such section; and
   
     (7) there exists one of the documents required-by 
   clause (7) of the definition of Mortgage File for each 
   Mortgage Loan that is a HEL having an original principal 
   balance in excess of $25,000 that became subject to a 
   Transaction after June 1, 1996.

   (b) If the Custodian has determined that all the required 
documents are included in the Mortgage Files delivered to it and 
that such related documents on their faces satisfy the 
requirements enumerated in Sections 3 (a) (1) through 3 (a) (6) 
hereof, the Custodian shall (i) sign a copy of the related Letter 
of Transmittal and return the Letter of Transmittal to Seller, 
and (ii) remit to Buyer or its designee a Trust Receipt with 
respect to such Mortgage Files signed by the Custodian.  If upon 
examination of the documents included in any Mortgage File, the 

Custodian determines that such documents do not satisfy the above 
requirements, or is unable to confirm that such documents satisfy such 
requirements, the Custodian shall mark such Mortgage Loan as an exception on 
its Trust Receipt.  Except as set forth in the preceding sentence, the Trust 
Receipt of the Custodian with respect to each Mortgage File shall be deemed 
to include a certification that the documents reviewed by the Custodian 
appear regular on their face and relate to the Mortgage Loan described in the 
Mortgage File and are in the possession and control of the Custodian.

     (c) Under no circumstances shall the Custodian be obligated to verify 
the authenticity of any signature on any of the documents received or 
examined by it in connection with this Agreement or the authority or capacity 
of any person to execute or issue any such document, nor shall the Custodian 
be responsible for the value, form, substance, validity, perfection, 
priority, effectiveness or enforceability of any of such documents.

     (d) Any provision of this Agreement to the contrary notwithstanding, 
Seller shall notify the Custodian of the need to examine a Mortgage File and 
deliver a related Trust Receipt not less than forty-eight (48) hours prior to 
the date on which such Trust Receipt is required to be delivered.

     (e) With respect to any Trust Receipt delivered to Buyer hereunder, the 
Custodian shall revise its own internal books and records from time to time 
to reflect its receipt or release of Mortgage Loans under the terms of this 
Agreement so that the applicable Loan Schedule for any such Trust Receipt 
shall always accurately reflect the Mortgage Loans held by the Custodian 
under this Agreement.

     SECTION 4.  POSSESSION OF MORTGAGE FILES.

     (a) POSSESSION OF MORTGAGE FILES ON BEHALF OF BUYER.  The Custodian 
shall segregate and retain possession and custody of the Mortgage Files for 
the exclusive use and benefit of Buyer and as agent and bailee of and 
custodian for Buyer for all purposes until otherwise notified by Buyer 
pursuant to subsection (b) hereof.  The Custodian shall also make appropriate 
notations in the Custodian's books and records reflecting that the Mortgage 
Files are owned by Buyer unless otherwise notified by Buyer -pursuant to 
subsection (b) hereof.  The Custodian shall not release any portion of the 
Mortgage Files to Seller or to any other party without the prior written 
authorization of the owner of the Trust Receipt.

     (b) POSSESSION OF MORTGAGE FILES ON BEHALF OF THIRD PERSONS.  The 
Custodian acknowledges that Buyer may transfer its interest in the Mortgage 
Loans to one or more Third Persons. 

Upon receipt of written notice from Buyer, substantially in the form of 
Exhibit B hereto, that Buyer has transferred its interest in the Mortgage 
Loans identified on a schedule to such notice (the "Notice Loan Schedule") to 
a Third Person together with the Trust Receipt for amendment of the Schedule 
attached thereto, the Custodian will promptly issue a Trust Receipt to such 
Third Person and shall issue an amended Trust Receipt to Buyer, each of which 
will reflect the transfer of Buyer's interest in certain Mortgage Loans to 
such Third Person.  The notice sent by Buyer to she Custodian shall be in 
substantially the form of Exhibit B hereto and shall (i) specify the name of 
the Third Person, (ii) specify the address of the Third Person, which may be 
an address in care of Buyer and (iii) have attached the Notice Loan Schedule. 
 Upon receipt of any such notice from Buyer, the Custodian shall (a) 
segregate and retain possession and custody of the Mortgage Files with 
respect to the Mortgage Loans in the Notice Loan Schedule as agent and bailee 
of and custodian for such Third Person, and (b) make appropriate notations in 
the Custodian's books and records reflecting that the Mortgage Files 
identified in the Notice Loan Schedule are owned by such Third Person.  The 
Custodian shall segregate and maintain continuous custody of all Mortgage 
Files for the benefit of the Person to whom it has issued a Trust Receipt.  
Buyer's agreements with each holder of a Trust Receipt other than an 
affiliate of Buyer (each such holder, a "Transferee") will specify that the 
Transferee cannot issue instructions regarding the Mortgage Loans or Mortgage 
Files unless Buyer has defaulted on Buyer's obligations to such Transferee.  
Accordingly, the Custodian may not act on requests from a Transferee to 
withdraw or otherwise dispose of Mortgage Loans unless the Transferee 
delivers to the Custodian an executed Notice of Default Certificate in the 
form of Exhibit E hereto.  The Custodian shall be entitled to presume 
conclusively -that the Notice of Default Certificate is properly executed and 
that when delivered to the Custodian an Event of Default exists under Buyer's 
agreement with its Transferee.

     (c) Upon surrender of the Trust Receipt by Buyer to the Custodian, 
Buyer may issue instructions regarding the Mortgage Loans designated in the 
applicable Trust Receipt, including instructions to withdraw Mortgage Loans.

     (d) In the event a Trust Receipt is lost, destroyed or otherwise 
unavailable for surrender to the Custodian, Buyer will present to the 
Custodian documentation in the form attached as Exhibit F or Exhibit G 
hereto.  Upon receipt by the Custodian of such documentation, Buyer will have 
the right to issue instructions regarding the Mortgage Loans covered by a 
Trust Receipt without surrender of the related Trust Receipt.

     (e) The Custodian understands that Buyer may need to examine Mortgage 
Loans subject to a Trust Receipt on a periodic basis.  Such examination shall 
take place on the premises of the 

Custodian.  Buyer will give the Custodian two (2) Business Days' notice 
before Buyer makes an examination.  Buyer's agreements with each Transferee 
will grant Buyer the right to make such examinations.

     (f) The Custodian shall cause to be kept at its corporate trust office 
records in the form, scope and substance of a register (the "Custodial 
Register") in which, subject to such reasonable regulations as it may 
prescribe, the Custodian shall reflect the ownership of Mortgage Loans as 
confirmed by Trust Receipts as herein provided.  The Custodial Register shall 
be deemed to contain proprietary information and only Custodian and Buyer 
shall have access to such information.

     (g) With respect to the repurchase of any Mortgage Loan by Seller from 
Buyer under the Repurchase Agreement, the interest of any Third Person in any 
such Mortgage Loan shall automatically terminate simultaneously with the 
payment to Buyer of the Repurchase Price for such Mortgage Loan under the 
Repurchase Agreement and any such interest shall be deemed to have been 
transferred to Buyer as of such time, except with respect to any Mortgage 
Loans delivered to a Third Person pursuant to the Notice of Default 
Certificate attached hereto as Exhibit E.  Pursuant to the preceding 
sentence, the interest of any Third Person shall automatically terminate 
irrespective of whether such Third Person receives the appropriate payment 
for such Mortgage Loan.

     SECTION 5.  RELEASE OF CUSTODIAN'S MORTGAGE FILES FOR SERVICING.  From 
time to time and as appropriate for the servicing of any of the Mortgage 
Loans by Seller, the Custodian is hereby authorized, upon written request and 
receipt of Seller and consent and acknowledgement of Buyer (to the extent 
required by Exhibit H) in the form of Exhibit H, to release to Seller or its 
designee the related Mortgage File, or any documents contained therein, set 
forth in such receipt to Seller.  All documents so released to Seller or its 
designee shall be held by it in trust for the benefit of Buyer and Third 
Persons from time to time.  Seller or its designee shall return to the 
Custodian the Mortgage File or such documents when Seller's need therefor in 
connection with servicing no longer exists but in no event later than ten 
(10) Business Days after their release by the Custodian as provided herein.

     Upon the payment in full of any Mortgage Loan by the mortgagor, and upon 
receipt by the Custodian of Seller's request for release and acknowledgement 
by Buyer in the form of Exhibit H, the Custodian shall promptly release the 
related Mortgage File to Seller.

     Seller agrees that, at the time any request for release of Mortgage 
Files is made to the Custodian under this Agreement, Buyer shall be so 
notified and a copy of any written request for 

release shall be furnished to Buyer.  Upon its receipt of any released 
Mortgage Files, Seller shall so notify Buyer.

     SECTION 6.  REVIEW AND DEPOSIT OF ADDITIONAL MORTGAGE LOANS.

     (a) If, pursuant to the Repurchase Agreement, Seller is required to 
deliver additional Mortgage Loans to the Custodian to cure a Margin Deficit 
or if Seller and Buyer agree to cause additional Mortgage Loans to become 
subject to the Repurchase Agreement ("Additional Mortgage Loans"), the 
Custodian shall retain possession and custody of the Mortgage Files relating 
thereto pursuant to Section 4 hereof and, upon receipt and review thereof, 
shall transmit to Buyer a Trust Receipt that shall supersede any Trust 
Receipt bearing an earlier date and have attached thereto a complete Loan 
Schedule revised so as to give effect to the transaction contemplated by such 
Trust Receipt.

     (b) Two (2) days prior to the delivery of any Additional Mortgage Loans, 
Seller will advise the Custodian whether the Custodian will be required to 
review any Additional Mortgage Loans.  Seller undertakes to use its best 
efforts to make available for review any such Additional Mortgage Loans as 
soon as is reasonably possible.  Upon receipt thereof, the Custodian shall 
perform its review of the Mortgage Files relating to any Additional Mortgage 
Loans in the manner contemplated by Section 3 hereof.

     (c) Seller covenants and agrees to provide to the Custodian at the time 
Seller delivers any Additional Mortgage Loans under this Agreement, and at 
the time any Mortgage Loans are transferred to Seller pursuant to Section 
4(c) hereof, a revised Loan Schedule reflecting current information with 
respect to all Mortgage Loans subject to the applicable Trust Receipt, after 
giving effect to the related delivery or transfer.

     SECTION 7.  WAIVER BY THE CUSTODIAN.  Notwithstanding any other 
provisions of this Agreement, the Custodian shall not at any time exercise or 
seek to enforce any claim, right or remedy, including any statutory or common 
law rights of se$-off, if any, that the Custodian might otherwise have 
against all or any part of a Mortgage File or the proceeds thereof.  The 
Custodian warrants that it currently holds, and during the existence of this 
Agreement shall hold, no adverse interest, by way of a security interest or 
otherwise, in any Mortgage Loan.

     SECTION 8.  RIGHT OF INSPECTION BY BUYER AND THIRD PERSONS. Upon 
reasonable notice to the Custodian (which in no event shall be less than two 
(2) Business Days notice), the Person or Persons for whom the Custodian is 
acting as custodian, or their duly authorized representatives, may at any 
time, during ordinary business hours, inspect and examine the Mortgage Files 
in the 

possession and custody of the Custodian at such place or places 
where such Mortgage Files are deposited.

   SECTION 9.  CUSTODIAN'S FEES AND EXPENSES.  The Custodian 
hereby acknowledges that Seller has agreed to pay all fees due 
and owing to, and except as otherwise provided herein, any 
expenses incurred by the Custodian under this Agreement.  The 
fees due to the Custodian for its services hereunder shall be as 
set forth in a separate letter agreement between the Custodian 
and Seller.  In addition to the fees referred to in the two 
foregoing sentences, Seller has agreed to pay all out-of-pocket 
expenses incurred by the Custodian in connection with the review 
of each Mortgage File by it or its agent and its issuance of a 
Trust Receipt relating thereto.  Neither Buyer nor any Third 
Person shall have any liability or obligation to pay any such 
fees or expenses, and the duties of the Custodian hereunder shall 
be independent of Seller's performance of its obligations to the 
Custodian in respect of such fees and expenses.

   SECTION 10.  TERMINATION OF AGREEMENT.  This Agreement shall 
become effective on and as of the date hereof and shall terminate 
upon the earlier of (i) the Custodian's receipt of written Notice
of Termination signed by the Person or all of the Persons to whom 
the Custodian has issued Trust Receipts and on whose behalf the 
Custodian is acting as agent, bailee and custodian, (ii) the 
removal of all Mortgage Files from the possession of the 
Custodian pursuant to the instructions of the Person or Persons 
entitled to request such removal pursuant to this Agreement.  The 
Custodian shall be entitled to rely, and shall be protected in 
relying, on any such Notice of Termination delivered to it by 
such Person or Persons and (iii) if such Mortgage Loan is 
repurchased by Seller from Buyer, the receipt by Buyer of the 
Repurchase Price for such Mortgage Loan under the Repurchase 
Agreement.  If this Agreement terminates with respect to any 
Mortgage Loan by operation of clause (i) above, the Custodian 
shall deliver the related Mortgage File then subject to this 
Agreement to the Person indicated in the Notice of Termination. 
If any Mortgage Loan is repurchased by Seller from Buyer 
pursuant to clause (iii) above, then Buyer shall execute and 
deliver to the Custodian a document in substantially the form of 
Exhibit I which confirms the receipt of the Repurchase Price for 
such Mortgage Loan and the termination and release of all of 
Buyer's right, title and interest in such Mortgage Loan, and the 
Custodian upon receipt of such document shall deliver the related 
Mortgage File for such Mortgage Loan to Seller or such other 
Person as Seller so directs.  Upon such termination the Custodian 
shall deliver all Mortgage Files then subject to this Agreement 
to the Person indicated in such Notice of Termination or if no 
such Person is indicated, then to the Person or Persons to whom 
the Custodian has issued Trust Receipts and for whom the 
Custodian is acting on such date and the Custodian shall endorse 
the Notes without recourse, representation and warranties and 

execute mortgage assignments pursuant to any instruction by the 
Person on whose behalf the Custodian is acting as agent and 
bailee pursuant to this Agreement.

   SECTION 11.  RESIGNATION AND REMOVAL OF CUSTODIAN.

   (a) RESIGNATION.  The Custodian shall have the right, with 
or without cause, to resign as the Custodian under this Agreement 
upon sixty (60) days' prior written notice to Seller, Buyer and, 
to the extent of its interest, any Third Person.  Following any 
such resignation, the Custodian shall continue to act as the 
"Custodian" under this Agreement until it delivers the Mortgage 
Files to a duly appointed successor Custodian as provided in (c) 
below, if any, or to any designee specified by Buyer or any Third 
Person, as applicable.

   (b) REMOVAL.  Buyer and, to the extent of its interest, any 
Third Persons may remove and discharge the Custodian from the 
performance of its duties under this Agreement, by providing five 
(5) days' written notice to the Custodian, signed jointly by 
Buyer and a majority in interest of (calculated with reference to 
the face value of the Mortgage Loans) any Third Person or Persons 
with any interest in the Mortgage Loans, as evidenced by the 
holding of a Trust Receipt, with a copy to Seller.  Following any
such removal, the Custodian shall continue to act as the 
"Custodian" under this Agreement until it delivers the Mortgage 
Files to a duly appointed successor Custodian as provided in (c) 
below, if any, or to any designee specified by Buyer or any Third 
Person, as applicable.

   (c) APPOINTMENT OF SUCCESSOR CUSTODIAN; TRANSFER OF 
MORTGAGE LOANS.  Upon resignation or removal of the Custodian, 
Buyer and, to the extent of its interest and if permitted by 
Section 4 hereof, any Third Person shall have 60 days in which to 
appoint and designate a successor to take possession of their 
respective Mortgage Files or select one or more designees to take 
possession thereof.  Upon receipt of written direction regarding 
the foregoing from Buyer and any Third Person with respect to the 
Mortgage Loans in which they have an interest, as applicable, the 
Custodian shall deliver all Mortgage Files to the person so 
designated within 10 days following delivery to the Custodian of 
such written notice.  If a successor Custodian is appointed, the 
Custodian shall deliver the Mortgage Files in accordance with the 
written instructions of Buyer and a majority in interest of 
(calculated with reference to the face value of the Mortgage 
Loans) Third Persons having interests in the Mortgage Loans to 
the extent such Third Persons are permitted to take action with 
respect thereto under Section 4 hereof setting forth the name and 
address of the successor Custodian.  If Buyer and, to the extent 
of its interest, any such Third Person, fail to jointly designate 
a successor Custodian or specify one or more designees within 
such 60-day period, then the Custodian shall deliver possession 

and custody to Buyer and, if otherwise permitted under Section 4 
hereof, any Third Person, of their respective Mortgage Files, as 
applicable, at the address specified in the Custodian's records. 
The Custodian shall, as part of the transfer of the Mortgage 
Files, deliver the Mortgage Assignment for each Mortgage Loan in 
recordable form and shall endorse the Note without recourse, 
representation and warranties in accordance with Buyer's or the 
applicable Third Person's instructions.  Any successor Custodian 
hereunder shall be a financial institution whose deposits are 
insured by FDIC, have a net worth of not less than $10,000,000 
and shall have secure vault storage facilities located in the 
State of New York or such other State as Buyer and Seller may 
agree, in which the Mortgage Files are to be retained.

   SECTION 12.  LIMITATION ON OBLIGATIONS OF THE CUSTODIAN. The 
Custodian shall have no duties or obligations other than those 
specifically set forth herein, and no further duties or 
obligations shall arise by implication or otherwise.  The 
Custodian agrees to use its best judgment and good faith in the 
performance of such obligations and duties and shall incur no 
liability to Seller for its acts or omissions hereunder, except 
as may result from its gross negligence or willful misconduct. 
The Custodian shall also be entitled to rely (and shall be 
protected in relying) upon written advice of its legal counsel 
and to rely upon any written notice, document, correspondence, 
request or directive received by it from Buyer, any Third Person
(if applicable), or Seller, as the case may be, that the 
Custodian believes to be genuine and to have been signed or 
presented by the proper and duly authorized officer or 
representative thereof, and shall not be obligated to inquire as 
to the authority or power of any Person so executing or 
presenting such documents or as to the truthfulness of any 
statements set forth therein.  No provision of this Agreement 
shall require the Custodian to expend or risk its own funds or 
otherwise incur financial liability in the performance of its 
duties hereunder if it shall have reasonable grounds for 
believing that repayment of such funds or adequate indemnity is 
not reasonably assured to it.  Seller agrees to indemnify, defend 
and hold the Custodian harmless from and against any claim, legal 
action, liability or loss that is initiated against or incurred 
by the Custodian, including court costs and reasonable attorney's 
fees and disbursements, and all of the Custodian's other cost, 
damage or expense incurred in connection with the Custodian's 
performance of its duties under this Agreement, but excluding any 
such claim, legal action, liability, loss, cost, damage or 
expense caused by Custodian's gross negligence or willful 
misconduct.

   The Custodian shall at its own expense maintain at all times 
during the existence of this Agreement and keep in full force and 
effect (a) fidelity insurance, (b) theft and loss of documents 
insurance, (c) forgery insurance, and (d) errors and omissions 

insurance.  All such insurance shall be in amounts, with standard 
coverage and subject to deductibles, as are customary for 
insurance typically maintained by banks which act as the 
Custodian in similar transactions.  The Custodian shall, upon 
written request, provide to Seller, or to any other Person as 
Seller shall direct, a certificate signed by an authorized 
officer of the Custodian certifying that the foregoing insurance 
policies are in full force and effect.  The Custodian shall use 
its best efforts to ensure that such insurance shall not 
terminate prior to receipt by Buyer by registered mail of 30 
days' prior written notice thereof.

   SECTION 13.  NOTICES.  Any notice, demand or consent 
required or permitted by this Agreement shall be in writing and 
shall be effective and deemed delivered only when received by the 
party to which it is sent.  Any such notice, demand or consent 
shall be delivered in person or transmitted by a recognized 
private courier service or deposited with the United States 
Postal Service, certified mail, postage prepaid, return receipt 
requested, addressed as follows, unless such address is changed 
by written notice hereunder:

   If to Seller:

   FirstPlus Financial, Inc.
   1250 Mockingbird Lane
   Dallas, Texas 75247-4902
   Attention: Eric Green
              Chief Financial Officer
   Telephone: (214) 583-4503
   Telecopy:  (214) 583-4901

   with a copy at the same address to:
   Attention: General Counsel
   Telephone: (214) 583-3700
   Telecopy:  (214) 583-3737

   If to Buyer:

   Bear Stearns Home Equity Trust 1996-1
   c/o Bear Stearns Mortgage Capital Corporation
   245 Park Avenue
   New York, New York 10167
   Attn: John Garzone
   Telephone: (212) 272-3853
   Telecopy: (212) 272-7803

   If to the Custodian:

   Bank One, Texas, N.A.
   1717 Main Street, 4th Floor
   Dallas, Texas 75201
   Attn: Mark L. Freeman
   Mortgage Finance Group
   Telephone:  (214) 290-2780
   Telecopy:   (214) 290-2054

   SECTION 14.  NO ASSIGNMENT OR DELEGATION BY THE CUSTODIAN. 
The Custodian shall not assign, transfer, pledge or grant a 
security interest in any of its rights, benefits or privileges 
hereunder nor delegate or appoint any other person to perform or 
carry out any of its duties, responsibilities or obligations 
under this Agreement; any act or instrument purporting to effect 
any such assignment, transfer, pledge, grant, delegation or 
appointment shall be void.

   SECTION 15.  CONTROLLING LAW.  This Agreement and all 
questions relating to validity, interpretation, performance and 
enforcement shall be governed by and construed, interpreted and 
enforced in accordance with the laws of the State of New York, 
without regard to any New York or other conflict-of-law 
provisions.

   SECTION 16.  AGREEMENT FOR THE EXCLUSIVE BENEFIT OF PARTIES. 
This Agreement is for the exclusive benefit of the parties 
hereto, and their respective successors and permitted assigns, 
and shall not be deemed to create or confer any legal or 
equitable right, remedy or claim upon any other person whatsoever 
except a Third Person to the extent rights are explicitly 
conferred on any one or more Third Persons pursuant to this 
Agreement.

   SECTION 17.  ENTIRE AGREEMENT.  This Agreement contains the 
entire agreement among the parties hereto with respect to the 
subject matter hereof, and supersedes all prior and 
contemporaneous agreements, understandings, inducements and 
conditions, express or implied, oral or written, of any nature 
whatsoever with respect to the subject matter hereof, including 
any prior custody agreements.  The express terms hereof control 
and supersede any course of performance and/or usage of the trade 
inconsistent with any of the terms hereof.  This Agreement may 
not be modified or amended other than by an agreement in writing 
signed by Buyer, Seller and the Custodian.

   SECTION 18.  EXHIBITS.  All Exhibits referred to herein or 
attached hereto are hereby incorporated by reference into, and 
made a part of, this Agreement.

   SECTION 19.  INDULGENCES, NOT WAIVERS.  Neither the failure 
nor any delay on the part of a party hereto to exercise any 
right, remedy, power or privilege under this Agreement shall 
operate as a waiver thereof, nor shall any single or partial 
exercise of any right, remedy, power or privilege preclude any 
other or further exercise of the same or of any other right, 
remedy, power or privilege, nor shall any waiver of any right, 
remedy, power or privilege with respect to any occurrence be 
construed as a waiver of such right, remedy, power or privilege 
with respect to any other occurrence.  No waiver shall be 
effective unless it is in writing and is signed by the parties 
asserted to have granted such waiver.

   SECTION 20.  TITLES NOT TO AFFECT INTERPRETATION.  The 
titles of sections and subsections contained in this Agreement 
are for convenience only, and they neither form a part of this 
Agreement nor are they to be used in the construction or 
interpretation hereof.

   SECTION 21.  PROVISIONS SEPARABLE.  The provisions of this 
Agreement are independent of and separable from each other, and 
no provision shall be affected or rendered invalid or 
unenforceable by virtue of the fact that for any reason any other 
provision or provisions may be invalid or unenforceable in whole 
or in part.

   SECTION 22.  REPRESENTATIONS AND WARRANTIES OF THE 
CUSTODIAN.  The Custodian represents, warrants to, and covenants 
with Buyer that on the date hereof, and on the date of the 
issuance of any Trust Receipt by the Custodian:
   
       (1) The Custodian is (i) a national banking 
    association duly organized, validly existing 
    and in good standing under the laws of the 
    United States of America and (ii) duly 
    qualified and in good standing and in 
    possession of all requisite authority, power, 
    licenses, permits and franchises in order to 
    execute, deliver and comply with its 
    obligations under the terms of this Agreement;
    
       (2) The execution, delivery and performance 
    of this Agreement have been duly authorized by 
    all necessary corporate action and the 
    execution and delivery of this Agreement by the 
    Custodian in the manner contemplated herein and 
    the performance of and compliance with the 
    terms hereof by it will not (i) violate, 
    contravene or create a default under any 
    applicable laws, licenses or permits to the 
    best of its knowledge, or (ii) violate, 
    contravene or create a default under any 
    charter document or bylaw of the Custodian or 
    to the best of the Custodian's knowledge any 
    contract, agreement, or instrument to which the 
    Custodian or by which any of its property may 
    be bound and will not result in the 

    creation of any lien, security interest or 
    other charge or encumbrance upon or with 
    respect to any of its property;
    
       (3) The execution and delivery of this 
    Agreement by the Custodian and the performance 
    of and compliance with its obligations and 
    covenants hereunder do not require the consent 
    or approval of any governmental authority or, 
    if such consent or approval is required, it has 
    been obtained;
    
       (4) This Agreement, and the original Trust 
    Receipt issued hereunder, when executed and 
    delivered by the Custodian will constitute 
    valid, legal and binding obligations of the 
    Custodian, enforceable against the Custodian in 
    accordance with their respective terms, except 
    as the enforcement thereof may be limited by 
    applicable debtor relief laws and that certain 
    equitable remedies may not be available 
    regardless of whether enforcement is sought in 
    equity or at law;
    
       (5) Custodian does not believe, nor does it 
    have any reason or cause to believe, that it 
    cannot perform each and every covenant 
    contained in this Agreement;

       (6) To Custodian's knowledge after due 
    inquiry, there is no litigation pending or 
    threatened which, if determined adversely to 
    Custodian, would adversely affect the 
    execution, delivery or enforceability of this 
    Agreement, or any of the duties or obligations 
    of Custodian thereunder, or which would have a 
    material adverse effect on the financial 
    condition of Custodian;
    
      (7) Upon written request of a Buyer or any 
    Third Person, and assurance reasonably 
    satisfactory to Custodian that its costs of 
    doing so will be timely reimbursed and that 
    Custodian will receive reasonable compensation 
    (in addition to the compensation provided for 
    elsewhere in this Agreement) for doing so, 
    Custodian shall take such steps as may be 
    reasonably requested by Buyer or any Third 
    Person (consistent with Custodian's 
    undertakings hereunder) to protect or maintain 
    any interest in any real property securing the 
    Mortgage Loan owned by such owner and any 
    insurance applicable thereto.

SECTION 23.  LIMITED ROLE OF TRUSTEE; SUCCESSOR TRUSTEE.

       (a) The execution and delivery of this Agreement by 
the undersigned Trustee is solely and strictly in its capacity as 
Trustee under that certain Trust Agreement dated as of March 29, 
1996 (the "Trust Agreement") by and between State Street Bank and 
Trust Company of California, N.A., as Trustee (the "Trustee") and 
Bear Stearns Mortgage Capital Corporation, as Depositor (the 
"Depositor") , and not individually, and has been undertaken at 

the direction of the Depositor.  It is hereby expressly 
acknowledged that any obligations, liabilities, covenants, 
duties, representations and warranties hereunder are those of 
Buyer only and not of the Trustee.  There shall be no individual 
or corporate liability against or on the part of the Trustee (or 
any of its officers, directors or employees) under this 
Agreement, and there shall be no recourse against the Trustee in 
its individual or corporate capacity (or any of its directors, 
officers or employees) , or against any of its properties or 
assets, for recovery of or as a result of any claim, debt, 
liability or obligation (whether of payment or performance) of or 
against Buyer under or pursuant to this Agreement (whether 
arising out of or relating to any covenant, agreement, 
representation or warranty, or otherwise) .  Recourse against 
Buyer for any claims, liabilities, debts or obligations under 
this Agreement is limited to the assets and properties of the 
trust established by the Trust Agreement.

      (b) It is hereby acknowledged that the rights and 
remedies of Buyer under or pursuant to this Agreement shall 
automatically be transferred to and vest in any successor trustee 
under the Trust Agreement, in the event of the resignation or 
removal of the Trustee as trustee thereunder.

   SECTION 24.  COUNTERPARTS.  For the purpose of facilitating 
the execution of this Agreement as herein provided and for other 
purposes, this Agreement may be executed simultaneously in any 
number of counterparts, each of which counterpart shall be deemed 
to be an original, and such counterparts shall constitute and be 
one and the same instrument.

  IN WITNESS WHEREOF, the parties have entered into this Agreement as of the 
date set forth above.

                                   FIRSTPLUS FINANCIAL,  INC.

                                   By: /s/ Eric Green
                                       ------------------------------
                                   Name: Eric Green
                                   Title: CFO

                                   BANK ONE, TEXAS, N.A.,
                                     as Custodian

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

                                   BEAR STEARNS HOME EQUITY TRUST
                                     1996-1

                                   By: State Street Bank and Trust 
                                         Company of California, N.A., 
                                         as Trustee solely and not 
                                         individually

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

  IN WITNESS WHEREOF, the parties have entered into this Agreement as of the 
date set forth above.

                                   FIRSTPLUS FINANCIAL, INC.

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

                                   BANK ONE, TEXAS, N.A.,
                                     as Custodian

                                   By: /s/ Mark Freeman
                                       ------------------------------
                                   Name: Mark Freeman
                                   Title: VP

                                   BEAR STEARNS HOME EQUITY TRUST
                                     1996-1

                                   By: State Street Bank and Trust 
                                         Company of California, N.A., 
                                         as Trustee solely and not 
                                         individually

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

   IN WITNESS WHEREOF, the parties have entered into this Agreement as of the 
date set forth above.

                                   FIRSTPLUS FINANCIAL, INC.

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

                                   BANK ONE, TEXAS, N.A.,
                                     as Custodian

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

                                   BEAR STEARNS HOME EQUITY TRUST
                                     1996-1

                                   By: State Street Bank and Trust 
                                         Company of California, N.A., 
                                         as Trustee solely and not 
                                         individually

                                   By: /s/ Barbara Bateman
                                       ------------------------------
                                   Name: Barbara Bateman
                                   Title: Vice President

                                                             EXHIBIT A

                             LETTER OF TRANSMITTAL

To:   Bank One, Texas, N.A.                From: FirstPlus Financial, Inc.
      1717 Main Street, 4th Floor                1250 Mockingbird Lane
      Dallas, Texas 75201                        Dallas, Texas 75247
      Attention: Mark L. Freeman                 Attention: Eric Green
                  Mortgage Finance Group                     Chief Financial
                                                             Officer

   Pursuant to the Custody Agreement dated as of May 10, 1996 (the 
"Custody Agreement") among Bank One, Texas, N.A. (the "Custodian"), 
FirstPlus Financial, Inc. ("Seller"), and Bear Stearns Home Equity Trust 
1996-1, Seller hereby delivers to you (i) the documents described below 
in connection with the Mortgage Loans identified on the attached 
schedule and (ii) an updated Loan Schedule identifying each Mortgage 
Loan in your custody (including the Mortgage Loans referred to in clause 
(i) above).

   We understand that the list set forth below indicates in summary 
fashion the materials for transmittal; it is not intended to describe 
fully all the required characteristics of each item. We further 
understand that each item sent to the Custodian must comply with the 
applicable requirements of the Custody Agreement, and that all required 
documents must be delivered together before the Custodian will accept 
the Mortgage Loans.

   With respect to each of the Mortgage Loans referred to in clause (i) 
above, Seller has delivered, to the extent required by the Custody 
Agreement, the following documents:

SECTION 2

(1) Letter of Transmittal (original and one copy)
(2) Original Note (endorsed in blank), including all intervening endorsements
               Power of Attorney (if applicable)
(3) Original of any loan agreement and guarantee executed in connection with 
    the Notes, if applicable
(4) Mortgage
               original, or
               conformed Copy, together with the appropriate certificate
(5) Assignment of Mortgage in blank
               original, or
               Conformed Copy, together with the appropriate certificate
(6) Intervening Mortgage Assignment, if any
               original, or
               Conformed Copy, together with the appropriate certificate
(7) originals of all assumption, modification, consolidation or extension 
    agreements
(8) Lender's Title Insurance Policy
               original, or
               Written commitment issued by the title insurance 
               company, together with the appropriate certificate, or
               Preliminary Title Report
(9) other.

                                      A-1

Submitted                          The Custodian acknowledges receipt of the
By: _________________________      documents referred to and agrees to hold and
                                   retain possession thereof pursuant to the 
Date: _______________________      terms of the Custody Agreement.

Telephone Number: ___________      BANK ONE, TEXAS, N.A., as Custodian

                                   By: _______________________________
                                   Name:
                                   Title:

                                       A-2

                                                         EXHIBIT B

                             NOTICE TO THE CUSTODIAN

TO:    Bank One, Texas, N.A., as Custodian

FROM:  Bear Stearns Home Equity Trust 1996-1

DATE: _____________________

   Pursuant to the Custody Agreement dated as of May 10, 1996, 
among FirstPlus Financial, Inc., Bear Stearns Home Equity Trust 
1996-1 and Bank One, Texas, N.A., as Custodian ("Custody 
Agreement"), the undersigned hereby notifies you that it has 
transferred its interest in the Mortgage Files with respect to 
the Mortgage Loans identified in the mortgage loan schedule 
attached hereto (the "Notice Loan Schedule") to [TRANSFEREE NAME 
AND ADDRESS].

   Included with this notice is the original Trust Receipt for 
amendment of the Loan Schedule attached thereto.  Capitalized 
terms used herein without definition are as defined in the 
Custody Agreement.

                                   BEAR STEARNS HOME EQUITY TRUST
                                     1996-1

                                   By: State Street Bank and Trust
                                        Company of California, N.A., 
                                        as Trustee

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

[Name of transferee] hereby acknowledges that (i) the Mortgage 
Loans listed on the Notice Loan Schedule are being held for it by 
the Custodian pursuant to the terms of the Custody Agreement, 
(ii) it agrees to be bound by the Custody Agreement, (iii) the 
Custodian shall not comply with the request of a Third Person to 
deliver Mortgage Files unless such Third Person has delivered to 
the Custodian an executed Notice of 

Default Certificate and (iv) it is responsible for payment of any fees 
and expenses of the Custodian incurred in connection with the issuance 
of periodic reports to it or in complying with its requests.

[NAME OF TRANSFEREE]

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

cc: FirstPlus Financial, Inc.

                                        B-2

                                                                  EXHIBIT C

                                TRUST RECEIPT

                                    [Date]       

Bear Stearns Home Equity Trust 1996-1

     Re: Custody Agreement dated as of May 10, 1996, among 
         FirstPlus Financial, Inc., Bear Stearns Home Equity 
         Trust 1996-1 and Bank One, Texas, N.A., as Custodian
         ----------------------------------------------------

Gentlemen:

     In accordance with the provisions of Paragraph 3 of the above-referenced 
Custody Agreement (the "Custody Agreement"), the undersigned, as Custodian, 
hereby certifies that as to each Mortgage Loan described in the Loan 
Schedule, a copy of which is attached hereto, it has reviewed the Mortgage 
File and has determined that, except as set forth on the Exception Report 
attached hereto, (i) all documents required to be delivered to it pursuant to 
the Custody Agreement are in its possession, (ii) such documents have been 
reviewed by it and appear regular on their face and relate to such Mortgage 
Loan, and (iii) based on its examination of the foregoing documents, such 
documents on their face satisfy the requirements set forth in Sections 3 (a) 
(1) through 3(a) (6) of the Custody Agreement.

     The Custodian hereby confirms that it is holding each such Mortgage File 
as agent and bailee of and custodian for and for the exclusive use and 
benefit of Bear Stearns Home Equity Trust 1996-1 ("BS Trust") or its 
transferee pursuant to the terms of the Custody Agreement.

     This Trust Receipt is not a negotiable instrument.  BS Trust may, 
however, transfer this receipt by a special endorsement to one other party.  
The party that takes this receipt from BS Trust or its affiliate by special 
endorsement may only transfer this receipt by a second endorsement in BS 
Trust's or its affiliate's favor.

     The Custodian will accept and act on instructions with respect to the 
Mortgage Loans only upon surrender of this receipt at its Corporate Trust 
Office, [ADDRESS], Attention: _________________. If the receipt has been 
endorsed and is held by a Person other than BS Trust or one of its 
affiliates, we will accept and act on instructions from the endorsee only if 
the attached Notice of Default Certificate is executed and delivered 

                                      C-1

to us stating that an Event of Default has occurred under a repurchase 
agreement relating to this Trust Receipt between BS Trust and the endorsee.

     All initially capitalized terms used herein shall have the meanings 
ascribed to them in the above-referenced Custody Agreement.

                                       BANK ONE, TEXAS, N.A.,
                                         as Custodian

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

                                      C-2

                                                                 EXHIBIT E

                        NOTICE OF DEFAULT CERTIFICATE

                                                        _______________, 199__

Bank One, Texas, N.A.,
  as Custodian
[ADDRESS]

Gentlemen:

     As the transferee of a Trust Receipt for certain Mortgage Loans, which 
Trust Receipt is attached hereto, we hereby notify you that an event of 
default has occurred under our agreement with ________________________ and we 
are entitled to receive the Mortgage Loans subject to the aforementioned 
Trust Receipt.

                                   [                                       ]
                                   -----------------------------------------

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

Notice Received by Custodian
on [Date]

By:
   --------------------------------------
Title:
Date:

                                       E-1

                                                                 EXHIBIT F

Bank One, Texas, N.A.,
  as Custodian
[ADDRESS]

     Re: Custody Agreement dated as of May 10, 1996, among 
         FirstPlus Financial, Inc., Bear Stearns Home 
         Equity Trust 1996-1 and Bank One, Texas, N.A., as 
         Custodian
         --------------------------------------------------

Gentlemen:

     On [date] you issued a trust receipt in the name of BS Trust evidencing 
entitlement to the Mortgage Loans described on Schedule A hereto and held by 
you as Custodian.  You issued that receipt pursuant to our agreement with 
FirstPlus Financial, Inc. dated as of May 10, 1996.  The trust receipt has 
been [lost, destroyed, etc.].  Every effort was made to recover the receipt; 
those efforts were unsuccessful.  It is, therefore, now unavailable for 
surrender to you.

     At the time of its [loss, destruction, etc.], the receipt was held by us 
under [the terms of original issue, special endorsement].  Since its 
[issuance, endorsement] to us, we have not sold, assigned, transferred, 
pledged or otherwise granted an interest in the trust receipt that has not 
been released prior to the date hereof.  Accordingly, this letter authorizes 
you to act on our instructions regarding such Mortgage Loans without 
surrender of the receipt to you.

     We hereby agree to indemnify and hold you harmless against any loss, 
liability or expense that you may incur as a result of acting on our 
instructions regarding such Mortgage Loans without our surrender of the 
receipt to you, excluding, however, any such loss, liability or expense 
caused by your gross negligence or willful misconduct.

                                      F-1

     If the trust receipt is ever recovered by us, we will immediately notify 
you, cancel the receipt and surrender the receipt to you.

                                       BEAR STEARNS HOME EQUITY TRUST
                                         1996-1

                                       By: State Street Bank and Trust
                                             Company of California, N.A., 
                                             as Trustee

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

                                      F-2

                                                                 EXHIBIT G

Bank One, Texas, N.A.,
  as Custodian
[ADDRESS]

     Re: Custody Agreement dated as of May 10, 1996, among 
         FirstPlus Financial, Inc., Bear Stearns Home 
         Equity Trust 1996-1 and Bank One, Texas, N.A., as 
         Custodian
         -------------------------------------------------- 

Gentlemen:

     On [date] you issued a trust receipt in the name of Bear Stearns Home 
Equity Trust 1996-1 ("BS Trust") evidencing entitlement to the Mortgage Loans 
described on Schedule __ hereto and held by you in the name of 
________________________, as Custodian.  You issued that receipt pursuant to 
our agreement with FirstPlus Financial, Inc. dated as of May 10, 1996.  The 
trust receipt has been [lost, destroyed, etc.].  Every effort was made to 
recover the receipt; those efforts were unsuccessful. It is, therefore, now 
unavailable for surrender to you.

     At the time of its [loss, destruction, etc.], the receipt was held by 
[name of transferee) under a special endorsement by us.  We have attached to 
this letter a special endorsement, from [name of transferee] conveying to us 
its interest in the trust receipt and authorizing us to issue instructions 
regarding the Mortgage Loans subject thereto without surrender of the receipt. 
[name of transferee] has represented to us that it has not sold, assigned, 
transferred, pledged or otherwise granted an interest in the trust receipt 
to any party other than BS Trust. Accordingly, this letter authorizes you to 
act on our instructions regarding such Mortgage Loans without surrender of 
the receipt to you.

     We hereby agree to indemnify and hold you harmless against any loss, 
liability or expense that you may incur as a result of acting on our 
instructions regarding such Mortgage Loans without our surrender of the 
receipt to you, excluding, however, any such loss, liability or expense 
caused by your gross negligence or willful misconduct.

                                     G-1

     If the trust receipt is ever recovered by us, we will immediately notify 
you, cancel the receipt and surrender the receipt to you.

                                       BEAR STEARNS HOME EQUITY TRUST      
                                         1996-1                            
                                                                           
                                       By: State Street Bank and Trust     
                                             Company of California, N.A.,  
                                             as Trustee                    
                                                                           
                                                                           
                                       By:                                 
                                          ---------------------------------
                                       Name:                               
                                       Title:                              

                                      G-2

                                                                 EXHIBIT H

                      REQUEST FOR RELEASE OF DOCUMENTS

To:  Bank One, Texas, N.A.,
       as Custodian
     [ADDRESS]

     Re: Custody Agreement dated as of May 10, 1996, among 
         FirstPlus Financial, Inc., Bear Stearns Home Equity 
         Trust 1996-1 and Bank One, Texas, N.A., as Custodian
         ----------------------------------------------------

     In connection with the administration of Mortgage Loans held by you as 
Custodian for Buyer and Third Persons from time to time pursuant to the 
above-referenced Custodial Agreement, we hereby request the release, and 
acknowledge receipt, of the [specify documents] [related Mortgage Files] for 
the Mortgage Loans described in the attached Loan Schedule, for the reason 
indicated.

MORTGAGOR'S NAME ADDRESS AND ZIP CODE:

MORTGAGE LOAN NUMBER:

REASON FOR REQUESTING DOCUMENTS (check one):

___1. Mortgage Loan paid in full.  (The Custodian shall 
      delete the Mortgage Loan from the applicable Loan 
      Schedule and send the amended Loan Schedule to Buyer 
      and any related Third Person.)

___2. Repurchase of Mortgage Loan pursuant to the Repurchase 
      Agreement.  (The Custodian shall delete the Mortgage 
      Loan from the applicable Loan Schedule and send the 
      amended Loan Schedule to Buyer and any related Third 
      Person.)

___3. Delivery of substituted Mortgage Loan.  (The Custodian 
      is hereby authorized to delete the Mortgage Loan from 
      the applicable Loan Schedule attached hereto and send 
      the amended Loan Schedule to Buyer and any related 
      Third Person.)

___4. Mortgage Loan liquidated by ______________.  (The 
      Custodian is hereby authorized to delete the Mortgage 
      Loan from the applicable Loan Schedule attached hereto 
      and send the amended Loan Schedule to Buyer and any 
      related Third Person.)

                                      H-1

___5. Mortgage Loan in foreclosure or otherwise released for 
      servicing.

     If box 1, 2, 3 or 4 above is checked, and if all or part of the 
Mortgage Files were previously released to FirstPlus Financial, Inc., please 
release to FirstPlus Financial, Inc. its previous request and receipt on file 
with you, as well as any additional documents in your possession relating to 
the specified Mortgage Loan.

     If box 5 above is checked, upon the return of all of the above documents 
to you as the Custodian, please acknowledge your receipt by signing in the 
space indicated below, and returning this form.

     FirstPlus Financial, Inc. understands and agrees that all documents 
delivered to FirstPlus Financial, Inc. or its subservicer pursuant to this 
request for release (other than with respect to Items 1-4) shall be returned 
to the Custodian no later than twenty-one (21) days from the date hereof.  
Capitalized terms used and not otherwise defined herein shall have the 
meanings set forth in the Custody Agreement.

                                       FIRSTPLUS FINANCIAL, INC.

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

Acknowledged and Agreed:

BEAR STEARNS HOME EQUITY TRUST
  1996-1

By: State Street Bank and Trust
      Company of California, N.A.,
      as Trustee

(Required if documentation relating to more than three (3) 
Mortgage Files are outstanding or the release of a Note or 
Mortgage Assignment is requested.)

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

                                      H-2

Acknowledgement of documents returned to the Custodian, for the reasons 
listed in item 5:

BANK ONE, TEXAS, N.A.
Custodian

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

                                      H-3

                                                                 EXHIBIT I

                     CONFIRMATION OF RESALE AND RECEIPT

To:   Bank One, Texas, N.A., as Custodian
      FirstPlus Financial, Inc.

Date: ___ _, 199

Re:   Custody Agreement, dated as of May 10, 1996, among Bear 
      Stearns Home Equity Trust 1996-1 (the "Buyer"), 
      FirstPlus Financial, Inc. (the "Seller") and Bank One, 
      Texas, N.A., as custodian thereunder

   Buyer hereby:

     (a) Acknowledges receipt of $_______________ in immediately available 
funds on behalf of Seller;

     (b) Acknowledges that the funds referred to in clause (a) above 
constitute sufficient consideration under the terms of the Master Repurchase 
Agreement, dated as of May 10, 1996 among Buyer and Seller, for the release 
by Buyer of its interest in the Mortgage Loans listed on Schedule A hereto;

     (c) Confirms that it has released to Seller all of its right, title and 
interest in and to the Mortgage Loans listed on Schedule A hereto; and

     (d) Confirms that it has not granted or created any interest in the 
Mortgage Loans listed on Schedule A hereto other than interests that have 
been fully discharged or satisfied on or prior to the date hereof.

Dated: ________ ___, 199__  BEAR STEARNS HOME EQUITY TRUST
                               1996-1

                          By: Bear Stearns Mortgage Capital
                                Corporation, as agent

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

                                      I-1 

Basic Info X:

Name: CUSTODY AGREEMENT
Type: Custody Agreement
Date: Aug. 6, 1996
Company: FIRSTPLUS FINANCIAL GROUP INC
State: Nevada

Other info:

Date:

  • Saturday
  • Sunday
  • June 1 , 1996
  • March 29 , 1996
  • May 10 , 1996

Organization:

  • Certification of Mortgage Files
  • Remodelers National Funding
  • Commonwealth of Massachusetts
  • New York Stock Exchange
  • Officer 's Certificate
  • Letter of Transmittal
  • Notice of Termination
  • United States Postal Service
  • Eric Green Chief Financial Officer Telephone
  • Stearns Home Equity Trust 1996-1 co Bear Stearns Mortgage Capital Corporation
  • Mark L. Freeman Mortgage Finance Group Telephone
  • Eric Green Mortgage Finance Group Chief Financial Officer Pursuant
  • Title Insurance Policy
  • Notice Loan Schedule
  • Corporate Trust Office
  • Notice of Default Certificate
  • Event of Default
  • State Street Bank
  • Custodian FirstPlus Financial , Inc
  • Bear Stearns Home Equity Trust
  • FirstPlus Financial , Inc.
  • Master Repurchase Agreement

Location:

  • Transferee
  • State of New York
  • 4th Floor Dallas
  • United States of America
  • California
  • Texas
  • N.A.

Money:

  • $ 25,000
  • $ -off
  • $ 10,000,000

Person:

  • John Garzone
  • Eric Green
  • Mark Freeman
  • Barbara Bateman
  • Mark L. Freeman