CUSTODIAL AGREEMENT

 

                               CUSTODIAL AGREEMENT

     THIS CUSTODIAL  AGREEMENT (the  "Agreement") is made and entered into as of
the 1st day of March 1996,  by and among THE FIRST  NATIONAL  BANK OF BOSTON,  a
national banking association (the "Custodian"), INDUSTRY MORTGAGE COMPANY, L.P.,
a Delaware limited partnership  ("Industry"),  and IMC CORPORATION OF AMERICA, a
Delaware corporation ("IMC" and,  collectively with Industry,  the "Borrowers"),
and RESIDENTIAL FUNDING CORPORATION, a Delaware corporation ("Lender").

     A. The Borrowers and the Lender are entering into a Warehousing  Credit and
Security  Agreement of even date herewith,  as the same may hereafter be amended
from time to time (the "Credit  Agreement"),  under which  advances  made by the
Lender to the Borrowers  ("Advances")  will be secured by  specifically  pledged
mortgage loans.

     B. The Lender and the Borrowers  desire to deposit with the Custodian  from
time to time promissory  notes  evidencing such  specifically  pledged  mortgage
loans ("Pledged  Notes") and other  documentation  related to such  specifically
pledged mortgage loans, as specified in this Agreement or otherwise from time to
time by the Lender (the  "Collateral  Documents"),  to be held by the  Custodian
acting as agent and bailee of the Lender.

     C.  Custodian  is  willing  to act in such  capacity  under  the  terms and
conditions set forth herein.

     NOW THEREFORE,  in consideration of the premises and the mutual  agreements
herein contained and for other good and valuable consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     SECTION 1.  Definitions.  Terms  capitalized and used herein shall have the
meanings given them elsewhere herein or, if not defined elsewhere herein,  shall
have the following meanings:

        "Advance"  shall mean a loan made by the Lender to either Borrower under
    the Credit Agreement.

        "Approved Subwarehousing  Agreement" means a loan and security agreement
    acceptable to Lender between either of the  Borrowers  and a  Subwarehousing
    Borrower   acceptable   to the Lender, pursuant to which such Borrower makes
    loans to such Subwarehousing Borrower against the pledge to such Borrower of
    Mortgage  Loans to secure  such  loans.  The Lender  shall from time to time
    provide  the  Custodian  with  a list of Approved Subwarehousing  Agreements
    and   Subwarehousing  Borrowers,  and the Custodian may conclusively rely on
    that list.

                                      -1-

        "Business Day" means any day excluding  Saturday or Sunday and excluding
    any day on which national banking associations are closed for business.

        "Company   Securities"  means  securities  (other  than  Mortgage-backed
    Securities)  issued by Industry, a subsidiary of Industry other than IMC, or
    a trust created by Industry or a subsidiary  of Industry  other than IMC,
    that are backed by Mortgage Loans.

        "FHLMC"  means  the  Federal  Home  Loan  Mortgage  Corporation  and any
    successor thereto.

        "FNMA" means the Federal National Mortgage Association and any successor
    thereto.

        "GNMA"  means  the  Government  National  Mortgage  Association  and any
    successor thereto.

        "Investor"  means  FNMA,  FHLMC  or a  financially  responsible  private
    institution  which  is  deemed acceptable by the Lender from time to time in
    its sole discretion.

        "Mortgage" means a mortgage or deed of trust on improved real property.

        "Mortgage-backed  Securities"  means GNMA, FNMA or FHLMC securities that
    are backed by Mortgage Loans.

        "Mortgage  Loan" means any loan evidenced by a Mortgage Note and secured
    by a Mortgage.

        "Mortgage Note" means a promissory note secured by a Mortgage.

        "Pledged Mortgage" shall mean Mortgage Loans (other than  Subwarehousing
    Mortgage  Loans), including all Mortgage Notes and Mortgages evidencing such
    Mortgage  Loans,  which  from  time  to  time  are delivered or caused to be
    delivered to  the  Custodian or in respect of which an Advance has been made
    by the Lender, including without limitation all Mortgage Loans in respect of
    which  Wet Settlement Advances have been made by the Lender

        "Pledged Subwarehousing  Mortgage" shall mean a Mortgage Loan in respect
    of which an  Advance  has  been  made by the  Lender, of which the Borrowers
    otherwise   pledge   to   the   Lender   hereunder, all Subwarehousing Notes
    evidencing  the same, all of the Borrowers' right, title and interest in and
    to all Approved Subwarehousing Agreements  and  other  agreements, documents
    and  instruments  governing,  evidencing, securing or otherwise  relating to
    the same, and all of the Borrowers'

                                      -2-

    right,   title  and  interest  in and to all  Subwarehousing  Mortgage Loans
    securing  such   Subwarehousing  Loans,  including  all  Mortgage Notes  and
    Mortgages evidencing  or securing such Subwarehousing Mortgage Loans.

        "Release  Amount" shall mean in connection with any Pledged  Mortgage or
    Pledged  Subwarehousing  Mortgage shall be (i) prior to the occurrence of an
    Event  of Default under the Credit Agreement, the principal  amount  of  the
    Advances made  against such Pledged Mortgage  or   the  Subwarehousing  Loan
    secured by such Pledged  Subwarehousing  Mortgage,  and (ii) from and  after
    the occurrence and during the  continuance  of an  Event  of   Default,  the
    amount  paid  to the  Lender  in a  commercially  reasonable  disposition of
    a Pledged Mortgage or the amount of the Subwarehousing  Loan  secured  by  a
    Pledged Subwarehousing Mortgage.

        "Subwarehousing  Borrower"  means the Person to which the Borrowers make
    Subwarehousing Loans pursuant to any Approved Subwarehousing Agreement.

        "Subwarehousing  Loan"  means a loan  made  by  either  Borrower  to any
    Subwarehousing Borrower pursuant to any Approved  Subwarehousing  Agreement,
    provided  that  (i) such  loan  is secured by a Subwarehousing Mortgage Loan
    with  respect  to which the Collateral  Documents have been delivered to the
    Custodian, and (ii) such loan is evidenced by a Subwarehousing Note that has
    been delivered to the Lender.

        "Subwarehousing  Mortgage  Loan"  means a  Mortgage  Loan  pledged  by a
    Subwarehousing   Borrower   to  either   Borrower   pursuant to  an Approved
    Subwarehousing Agreement.

        "Subwarehousing  Note" means a promissory note executed and delivered by
    a   Subwarehousing   Borrower  to either Borrower to evidence Subwarehousing
    Loans  made  by   such  Borrower  pursuant  to  an  Approved  Subwarehousing
    Agreement.

        "Wet  Settlement  Advance" means an Advance in respect of the closing or
    settlement of a Mortgage Loan, based upon delivery to the Lender of a Bailee
    Pledge Agreement, pending subsequent delivery of the Collateral Documents as
    provided in this Agreement.

     SECTION 2.  Delivery  of  Documents  to  Custodian.  Under the terms of the
Credit Agreement, the Borrowers are required to deliver the Pledged Note and the
Collateral Documents related to each Pledged Mortgage and Pledged Subwarehousing
Mortgage  to the Lender,  either  after the making of a Wet  Settlement  Advance
against such Pledged  Mortgage or as a condition  precedent to the Lender making
any other  Advance  against such  Pledged  Mortgage or the  Subwarehousing  Loan
secured by such Pledged Subwarehousing

                                      -3-

Mortgage.  In accordance with the terms of this Agreement,  the Custodian agrees
to accept  delivery of the Pledged  Notes and the  Collateral  Documents  as the
agent and bailee for the Lender.

     SECTION 3. Procedure for Recuestinq Advances.  Notwithstanding  anything to
the contrary  contained in the Credit Agreement,  on the date the Borrowers wish
the Lender to make an Advance under the Credit Agreement, the Borrowers shall:

        (a) Not later than 10:30 a.m.  (Eastern  time) on the date an Advance is
    requested, deliver to the Lender the following:

          (1) an original  Request  for  Advance in the form of Exhibit  C-SF or
      Exhibit C-SUBW    attached   to   the  Credit  Agreement  (which   may  be
      electronically    transmitted);

          (2) in the case of a request for a Wet Settlement Advance, an executed
      Bailee  Pledge  Agreement  in  the  form  of  Exhibit  M  attached  to the
      Credit   Agreement;

          (3) in the case of a request for a Wet Settlement  Advance,  a copy of
      the   settlement  or funding check,  payable to the closing agent, used to
      fund the related Pledged Mortgage.

        (b) In the case of an Advance other than a Wet Settlement  Advance,  not
      later than 9:00 a.m. (Eastern time) on the date an Advance is requested,
      deliver to the Custodian the following:

          (1) an original  signed  Mortgage Note  evidencing the related Pledged
      Mortgage, and one copy thereof;

          (2) a copy of the  Mortgage  securing  the related  Pledged  Mortgage,
      certified as true by the closing agent;

          (3) an executed assignment of the Mortgage to the Lender in rGcordable
      form;

          (4) copies of all interim  assignments  of the Mortgage,  certified as
      true by the closing agent;

          (5) completed Company Worksheet Concerning Applicability of Section 32
      of  Regulation Z  (12  CFR  Section  226.32)  and,  if Section 32 applies,
      copies of he  disclosure  and other  related  documentation  delivered  to
      the  mortgagor, evidencing compliance with Section 32.

Not later than 10:30 a.m.  (Eastern time) on the date any Advance(s)  other than
Wet Settlement Advances are requested,  the Custodian shall notify the Lender of
the Pledged Mortgages and Pledged Subwarehousing Mortgages with respect to which
the required

                                      -4-

documents have been received, in a form designated by the Lender. In the case of
a Wet  Settlement  Advance,  the  Borrowers  shall  deliver to the Custodian the
documents  required under clause (b) within five Business Days after the date on
which the related Advance is made.

     Not later than 12:00 noon (Eastern  time) on any date on which Advances are
made, the Lender will deliver to the Custodian a report identifying the Mortgage
Loans against which Advances were made that day, in the form of Exhibit A hereto
(the "Loans Warehoused Report").

     SECTION 4. Duties of Custodian.

        (a) Collateral  Review and Daily Reporting.  Upon receipt of the Pledged
     Note and the Collateral Documents for any Pledged Mortgage, as described in
     Section  3(b) above,  the  Custodian  will  examine  the  Pledged  Note and
     Collateral  Documents in accordance with the Document  Review  Requirements
     prescribed by the Lender.  A copy of the Document  Review  Requirements  as
     currently in effect are attached  hereto as Exhibit B. The Lender  reserves
     the  right,  upon  five (5)  Business  Days'  prior  written  notice to the
     Custodian, to modify the Document Review Requirements to conform to current
     legal   requirements  or  Lender   practices   (provided,   however,   that
     modifications  to conform to current  Lender  practices  do not  materially
     increase the review  responsibilities  of the Custodian  unless such Lender
     practices  conform to industry  practices).  If any Pledged  Mortgages  are
     being  pledged  to the Lender in  connection  with (i) a bulk  purchase  of
     Mortgage  Loans  by the  Borrower  or (ii)  the  release  of a Lien on such
     Mortgage  Loans by another  lender to the  Borrowers,  the Custodian  shall
     provide to the Lender a copy of the documentation  confirming such purchase
     and/or  release no later than 10:30 a.m.  (Eastern time) on the date of the
     requested  Advances  against such Pledged  Mortgages.  After the  Custodian
     completes  its   examination  of  the  Pledged  Notes  and  the  Collateral
     Documents,  the Custodian  shall deliver to the Lender,  with a copy to the
     Borrowers,  no later than 4:00 p.m.  (Eastern time) on each Business Day, a
     daily collateral status report in the form of Exhibit C hereto,  certifying
     that such Collateral  complies with the Document Review Requirements or, if
     it fails to so comply,  accompanied by a written statement of the manner in
     which the Pledged  Note and the  Collateral  Documents  fail to satisfy the
     Document  Review  Requirements.  If,  subsequent to the delivery of a daily
     collateral status report with respect to a Pledged Mortgage,  the Custodian
     discovers  any  defect  with  respect to a Pledged  Note or any  Collateral
     Document,  the Custodian shall give written specification of such defect to
     the Lender  and the  Borrowers.  Delivery  of the daily  collateral  status
     report shall be made

                                       -5-

     by  telecopy  (with  a  hard copy being  mailed the same day) to the Lender
     and the Borrowers.

        (b) Possession of Pledged Notes.  Following the Custodian's receipt of a
     Pledged Note and the related  Collateral  Documents,  the  Custodian  shall
     retain  possession  and  custody  thereof  in trust for the  benefit of the
     Lender and as the agent and bailee of the Lender for purpose of  perfecting
     the Lender's  security  interest  therein under applicable law. The Pledged
     Notes  shall  be  retained  by the  Custodian  and  shall,  subject  to the
     provisions of Section 5 hereof, be segregated from any property held by the
     Custodian for the Borrowers or any other Person.  The Custodian  shall also
     make appropriate  notations in the Custodian's books and records reflecting
     that each  Pledged  Note has been pledged to the Lender and that the Lender
     has acquired and holds a security  interest  therein.  The Custodian  shall
     have secure vault  storage  facilities  in which the Pledged  Notes and the
     Collateral Documents shall be retained. Notwithstanding any other provision
     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 set-off,  that the Custodian  might otherwise have against all or
     any part of the Pledged Notes and the Collateral  Documents or the proceeds
     thereof.

        (c) Weekly Reports.  The Custodian  shall deliver to the Lender,  on the
     first Business Day of each week, as of the opening of business on such day,
     a  weekly  collateral  status  report  in the  form of  Exhibit  D  hereto,
     confirming  the  Advances  outstanding,  and Pledged  Notes and  Collateral
     Documents  received,  and setting forth (1) Mortgage  Loans with respect to
     which the Mortgage Note and  Collateral  Documents  have not been delivered
     within five Business Days after the making of a Wet Settlement Advance, (2)
     Mortgage  Loans  shipped to an Investor or pool  custodian for purchase and
     not purchased within thirty (30) days after shipment,  if any, (3) Mortgage
     Loans shipped to the Borrowers for  correction  pursuant to a Trust Receipt
     and not returned within ten Business Days, (4) Mortgage Loans against which
     an Advance has been  outstanding for more than the maximum period permitted
     under the  Credit  Agreement,  and (5) the amount of  Advances  outstanding
     under each  sublimit  set forth in the Credit  Agreement.  Delivery  of the
     foregoing  shall be made by hand or by  telecopy  (with a hard  copy  being
     mailed the same day).

        (d) Other Information.  The Custodian shall, promptly upon receipt, send
     to the Lender by facsimile  copies of all notices given to the Custodian of
     a  security  interest  in or  other  encumbrance  in any of the  Collateral
     Documents.

                                      -6-

     SECTION 5. Release of Pledged Notes by the Custodian.

        (a) To the Lender.  Subject to the provisions of this subparagraph,  the
     Custodian is hereby  authorized and directed,  at any time and from time to
     time, to deliver to the Lender or to its designee all or any of the Pledged
     Notes and the  Collateral  Documents,  upon  receipt by the  Custodian of a
     written  request of the Lender (with a copy to the  Borrowers).  Within one
     (1) Business Day following the Custodian's  receipt of the Lender's written
     request,  the  Custodian  shall  send  the  applicable  Pledged  Notes  and
     Collateral  Documents to the Lender or its designee.  All Pledged Notes and
     Collateral  Documents to be delivered by the Custodian to the Lender or its
     designee shall be delivered in person, by reputable  overnight courier,  by
     registered  mail or by other means  agreed upon  between the Lender and the
     Custodian.

        (b) To the Borrowers. From time to time, unless and until the Lender has
     notified  the  Custodian  that an  Event of  Default  has  occurred  and is
     continuing,  upon  the  Custodian's  receipt  from  the  Borrowers  of  the
     Borrowers'  Shipping  Request  in the form of  Exhibit E hereto  ("Shipping
     Request"),  the Custodian is hereby authorized to deliver the Pledged Notes
     to the Borrowers against a Trust Receipt (Borrowers) in the form of Exhibit
     F hereto;  provided,  that the aggregate  principal  balance of all Pledged
     Mortgages  with  respect  to  which  the  Mortgage  Note or any  Collateral
     Document is at any time in the  Borrowers'  possession  pursuant to a Trust
     Receipt shall not exceed  $5,000,000.  Trust  Receipts shall be prepared by
     the Custodian.

        (c) To Pool  Custodian.  From time to time,  unless and until the Lender
     has  notified  the  Custodian  that an Event of Default has occurred and is
     continuing,  upon the receipt from the Borrowers of the Borrowers' Shipping
     Request,  the Custodian is hereby  authorized to transfer the Pledged Notes
     and  Collateral  Documents to itself,  in its capacity as custodian for the
     purpose  of  holding  a pool of  Pledged  Mortgages  that  will  secure  or
     otherwise  support a Mortgage-backed  Security or  a  Company  Security (in
     such capacity,  Custodian is hereinafter  referred to as "Pool Custodian").
     Upon any  such  transfer,  the  Lender  will  continue  to have a  security
     interest in the Pledged Notes and Collateral Documents so transferred.  The
     Pool  Custodian  shall hold the Pledged Notes and  Collateral  Documents in
     trust for the Lender,  and subject to the Lender's  direction  and control.
     The Pool Custodian shall  immediately upon the Lender's request deliver the
     Pledged  Notes and the  Collateral  Documents to the Lender.  The Borrowers
     shall,  not  less  than  ten days  prior  to the  date of  issuance  of any
     Mortgage-backed  Securities or Company Securities,  notify the Custodian of
     the underwriter(s) or placement agent(s) for such securities. The Custodian

                                      -7-

     shall  notify  the  underwriter(s)  or   placement  agent(s)  for  any such
     Mortgage-backed  Securities or Company  Securities of the Lender's security
     interest in the Pledged  Mortgages.  The  Borrowers  shall  provide for the
     payment of the Release  Amount for each  Pledged  Mortgage  directly to the
     Lender as provided in the Credit Agreement. No Mortgage-backed  Security or
     Company Security secured or otherwise supported by Pledged Mortgages may be
     issued  unless the Pool  Custodian  confirms,  either from the Lender or by
     direct  access to the  Lender's  account  information,  that the Lender has
     received the Release Amount with respect to all such Pledged Mortgages.

        (d) To  Investors.  From time to time,  unless  and until the Lender has
     notified  the  Custodian  that an  Event of  Default  has  occurred  and is
     continuing,  upon the receipt from the Borrowers of the Borrowers' Shipping
     Request,  the  Custodian is hereby  authorized to deliver the Pledged Notes
     and Collateral  Documents to investors  against a Bailee Letter in the form
     of Exhibit G hereto. Bailee Letters shall be prepared by the Custodian.

        (e) Against Payment.  From time to time, unless and until the Lender has
     notified  the  Custodian  that an  Event of  Default  has  occurred  and is
     continuing,  upon the receipt from the Borrowers of the Borrowers' Shipping
     Request,  the  Custodian is hereby  authorized to transfer the Pledged Note
     and Collateral  Documents  evidencing and securing any Pledged  Mortgage to
     the Borrowers,  to itself, as custodian for another Person, or to any other
     Person,  against payment of the Release Amount with respect to such Pledged
     Mortgage to the Lender.

        (f) Loans Paid Report.  The Custodian shall, by 1:00 p.m. (Eastern time)
     on each Business Day, provide the Lender with a Loans Paid Report,  in form
     and substance satisfactory to Lender, identifying the Pledged Mortgages and
     Pledged  Subwarehousing  Mortgages  with respect to which the proceeds have
     been received by the Lender. The Custodian shall have access to information
     concerning  deposits  into the Cash  Collateral  Account  for  purposes  of
     enabling  the  Custodian  to  identify  the Pledged  Mortgages  and Pledged
     Subwarehousing Mortgages with respect to which payments have been received.

        (g) Power of Attorney. The Custodian shall have the authority to execute
     endorsements  of Pledged Notes,  assignments  of the related  Mortgages and
     other Collateral Documents on behalf of the Borrower to implement the terms
     of this  Agreement  pursuant to a limited  power of attorney in the form of
     Exhibit H hereto.

     SECTION  6.  Custodian's  Fees.  The  Borrowers  will  pay the  fees of the
Custodian  accrued  under this  Agreement,  pursuant to a separate  arrangement,
between them. The Lender shall have no

                                      -8-

liability or  obligation  to pay any such fees,  and the duties of the Custodian
hereunder shall be independent of the Borrowers'  performance of its obligations
to the Custodian in respect of such fees.

     SECTION 7. Termination of Agreement.  This Agreement shall become effective
on and as of the date hereof and shall terminate upon the Custodian's receipt of
written notice of  termination  signed by the Lender and delivery of all Pledged
Notes and  Collateral  Documents then held by the Custodian to the Lender or, if
authorized  in  writing  by  the  Lender,  to  the  Borrowers.   Notwithstanding
termination,  the Lender's security interest in the Pledged Notes and Collateral
Documents and the proceeds shall continue in effect until all advances under the
Credit  Agreement and all other  obligations of the Borrowers to the Lender have
been paid and satisfied in full.

     SECTION 8. Resignation of Custodian.

        (a)  Resignation.  The custodian  shall have the right,  with or without
     cause, to resign as "Custodian"  under this Agreement upon sixty (60) days'
     prior written notice to the Lender and the Borrowers.  The Custodian  shall
     continue to act as "Custodian"  under this Agreement  until it delivers the
     Pledged  Notes  and  Collateral  Documents  to a duly  appointed  successor
     Custodian or the Lender as provided in (b) below.

        (b) Appointment of Successor Custodian: Transfer of Mortgage Loans. Upon
     resignation of the Custodian, the Borrowers and the Lender shall have sixty
     (60) days in which to appoint and designate a successor,  and the Custodian
     shall deliver all Pledged Notes and  Collateral  Documents to the Person so
     designated  within thirty (30) days following  delivery to the Custodian of
     written  notice from the Lender  setting  forth the name and address of the
     successor custodian. If the Lender fails to designate a successor Custodian
     within such 60-day period,  then the Custodian shall deliver possession and
     custody of the Pledged Notes and Collateral  Documents to the Lender at the
     address  provided  in  Section  10 below or as  otherwise  directed  by the
     Lender.

     SECTION 9.  Obligations  of  Custodian.  The  Custodian  agrees to act as a
fiduciary  of the  Lender in the  performance  of any  obligations  and  duties
required under this Agreement.  The Custodian shall be entitled to rely upon the
advice of its legal  counsel  from time to time and shall not be liable  for any
action or  inaction by it in good faith and in reliance  upon such  advice.  The
Custodian   shall  also  be  entitled   to  rely  upon  any  notice,   document,
correspondence, request or directive received by it from any other party to this
Agreement  that the  Custodian  believes in good faith to be genuine and to have
been signed or presented by the proper duly authorized officer or representative
thereof. The Borrowers

                                      -9-

agree 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,  in connection  with the  Custodian's  performance  of its duties
under this Agreement,  except as may involve bad faith or negligence on the part
of the Custodian.  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,  and (c) forgery
insurance. All subject insurance shall be in amounts, with standard coverage and
subject to deductibles,  as are customary for insurance typically  maintained by
banks which act as custodians in similar  transactions  and are  satisfactory to
the Lender.

     SECTION 10.  Notices.  Any notice,  demand or consent shall be conclusively
deemed to have been properly given or made when duly  delivered,  in person,  by
telecopy or by overnight  courier,  or if mailed on the third Business Day after
being  deposited  in the mails.  Any such  notice,  demand or  consent  shall be
delivered in person, by telecopy 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 the Borrowers:     Industry Mortgage Company, L.P.
                             IMC Corporation of America
                             3450 Buschwood Park Drive
                             Suite 250
                             Tampa, Florida  33618
                             Attention:  George Freeman, CFO
                             Telecopier No.: ___________________________________

    If to the Lender:        Residential Funding Corporation
                             4800 Montgomery Avenue, Suite 300
                             Bethesda, MD 20814
                             Attention: Patty Erfan, Director
                             Telecopier No.: (301) 215-6330 or
                                             (301) 215-6333

    If to the Custodian:     The First National Bank of Boston
                             Trust Department
                             ___________________________________________________
                             Boston, MA 35283-0180
                             Attention: ________________________________________
                             Telecopier No.: ___________________________________

     SECTION 11. No Assignment or Delegation by 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

                                      -10-

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 12. Right of Inspection.  Upon reasonable  prior and written notice
to the Custodian, the Lender or any duly authorized representative of the Lender
may at any time,  during normal business hours,  inspect and examine the Pledged
Notes and Collateral Documents in the possession and custody of the Custodian at
such place or places  where such  Pledged  Notes and  Collateral  Documents  are
deposited.

     SECTION 13.  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
Minnesota.

     SECTION 14. Consent to  Jurisdiction.  The Borrowers and the Custodian each
hereby agrees that any action or proceeding under this Agreement or any document
delivered  pursuant hereto may be commenced against it in any court of competent
jurisdiction  within the State of  Minnesota,  by service of process upon it, by
first class registered or certified mail, return receipt requested, addressed to
it at its address last known to the Lender. The Borrowers and the Custodian each
agrees that any such suit,  action or  proceeding  arising out of or relating to
this  Agreement  or any other such  document may be  instituted  in the Hennepin
County,  State  District  Court or in the United States  District  Court for the
District of  Minnesota at the option of the Lender;  and each hereby  waives any
objection to the jurisdiction or venue of any such court with respect to, or the
convenience  of any court as a forum for, any such suit,  action or  proceeding.
Nothing  herein  shall affect the right of the Lender to  accomplish  service of
process in any other manner permitted by law or to commence legal proceedings or
otherwise   proceed  against  the  Borrowers  or  the  Custodian  in  any  other
jurisdiction or court.

     SECTION 15.  WAIVER OF JURY TRIAL.  THE  BORROWERS,  THE  CUSTODIAN AND THE
LENDER EACH HEREBY (a)  COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY OF ANY
ISSUE  TRIABLE  OF RIGHT BY A JURY,  AND (b)  WAIVES  ANY RIGHT TO TRIAL BY JURY
FULLY TO THE  EXTENT  THAT ANY SUCH RIGHT  SHALL NOW OR  HEREAFTER  EXIST.  THIS
WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN, KNOWINGLY AND VOLUNTARILY,
BY THE BORROWERS,  THE CUSTODIAN AND THE LENDER,  AND THIS WAIVER IS INTENDED TO
ENCOMPASS  INDIVIDUALLY  EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT OF A
JURY TRIAL WOULD OTHERWISE ACCRUE.  THE LENDER,  THE BORROWERS AND THE CUSTODIAN
ARE EACH HEREBY  AUTHORIZED  AND REQUESTED TO SUBMIT THIS AGREEMENT TO ANY COURT
HAVING  JURISDICTION  OVER THE SUBJECT MATTER AND THE PARTIES  HERETO,  SO AS TO
SERVE AS CONCLUSIVE EVIDENCE OF THE FOREGOING WAIVER OF THE RIGHT TO JURY TRIAL.
FURTHER, THE BORROWERS, THE CUSTODIAN AND THE

                                      -11-

LENDER EACH HEREBY CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF THE OTHER PARTY,
INCLUDING THE OTHER PARTY'S COUNSEL, HAS REPRESENTED, EXPRESSLY OR OTHERWISE, TO
ANY OF ITS  REPRESENTATIVES  OR  AGENTS  THAT THE OTHER  PARTY  WILL NOT SEEK TO
ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

     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.

     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 executed by the parties hereto.

     SECTION 18.  Counterparts.  This Agreement may be executed in any number of
counterparts,  each  of  which  shall  be  deemed  an  original,  but  all  such
counterparts shall together constitute but one and the same instrument.

     SECTION 19.  Exhibits.  All Exhibits  referred to herein or attached hereto
are hereby incorporated by reference into, and made a part of, this Agreement.

     SECTION 20. 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 21. 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 22.  Provisions  Separable.  The  provisions of this  Agreement are
independent of and separable from each other, and no

                                      -12-

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 valid or
unenforceable in whole or in part.

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

                                  INDUSTRY MORTGAGE COMPANY, L.P,
                                  a Delaware limited partnership

                                  By: INDUSTRY MORTGAGE CORPORATION,
                                      a Delaware corporation

                                       By:  ____________________________________

                                       Its: ____________________________________
                                  Its:  General Partner

                                  IMC CORPORATION OF AMERICA,
                                  a Delaware corporation

                                  By: __________________________________________

                                  Its: _________________________________________

                                  THE FIRST NATIONAL BANK OF BOSTON,
                                  a national banking association

                                  By: __________________________________________

                                  Its: _________________________________________

                                  RESIDENTIAL FUNDING CORPORATION,
                                  a Delaware corporation

                                  By: __________________________________________

                                  Its: _________________________________________

                                     -13-

                                                                       EXHIBIT A

                         FORM OF LOANS WAREHOUSED REPORT

                         RESIDENTIAL FUNDING CORPORATION
                                LOANS WAREHOUSED______/________/_________

RUN:  ______, _____, 199_, _____ _M

                                INDUSTRY MORTGAGE

          LOAN LOAN NOTE UNPAID PRIN.  ADVANCED  WAREHOUSE PREMIUM MORTGAGOR NO.
TYPE RATE BALANCE AMOUNT AMOUNT AMOUNT

A QUALITY
LOANS - 00001

Allocation Total:  # of Loans: _____

B QUALITY
LOANS - 00002

Allocation Total:  # of Loans: _____

C QUALITY
LOANS - 00003

Allocation Total:  # of Loans: _____

D QUALITY
LOANS - 00004

Allocation Total:  # of Loans: _____

                                      -1-

                                                                       EXHIBIT B

                        DOCUMENTATION REVIEW REQUIREMENTS
Mortgage Note

     -      The Note MUST be endorsed in Blank by an  authorized  representative
            of the Borrowers.  Authorized  representatives are enumerated on the
            most recent available  Corporation  Resolution(s) and Certificate(s)
            of Incumbency.  Note:  Confirm per the Corporate  Resolution(s) that
            the individual is specifically approved to execute note endorsements
            on behalf of the mortgage company.

     A sample endorsement in Blank follows:

     Pay to the order of ____________________________________________________.
     By:   [Industry Mortgage Company, L.P.]  [IMC Corporation of
          America]
     Signature of Authorized Representative of [Industry]
     (Title)

     -      The  Note  MUST   contain  the  ORIGINAL   SIGNATURES   of  all  the
            borrower(s)/mortgagor(s).  Any  changes  to the  face or body of the
            Note,  i.e.,  white outs or cross  overs,  MUST be  initialed by the
            borrower(s)/mortgagor(s).

     -      Confirm  that, if  referenced  on the Note,  all original  riders or
            attachments to the Note are attached.

     -      Confirm  that  the  loan  type  matches  that  noted  in  the  Loans
            Warehoused Report.

     -      Review the endorsements,  if the loan was not originated directly by
            the  Borrowers,  to ensure  that there is an  endorsement  from each
            previous owner. Verify that the note has been endorsed  specifically
            to the Borrowers by the previous owner.

     -      Verify  that  the  customer  included  a copy of the  Note  with the
            original Note.

Deed of Trust or Mortgage

     -      Verify that the Mortgage date is the same as the Note date.

     -      Confirm that the Mortgage contains the borrower/mortgagor name(s) in
            the typed  portion of the document  and that all of the  borrower(s)
            have  executed  it. The  name(s)  should be the same as those on the
            Note.

                                      -1-

     -      Verify that the copy has been  certified by the closing agent or the
            Borrowers as a "certified true copy."

     -      Confirm that the legal  description  section is complete or that, if
            this section of the document indicates that the legal description is
            attached, that it is attached thereto and is appropriately labelled.

Interim Assignment(s) of Mortgage

     -      Verify  that  there  is a  recorded  or  certified  true  copy of an
            assignment for every  endorsement on the Note and that the mortgagor
            name(s) and Mortgage date match those on the Note and Mortgage.

     -      Confirm that each assignment  contains the legal description for the
            property or book and page number  evidencing the  recordation of the
            corresponding  Mortgage.  If the legal  description  section  of the
            document  indicates that the legal  description is attached,  ensure
            that it is attached thereto and that it is correct and appropriately
            labelled.

     -      Verify that each assignment is executed by the assignor(s).

Original Recordable Assignment of Mortgage in Blank

     -      Confirm that the mortgagor name(s) and Assignment date exactly match
            those on the Note and Mortgage.

     -      Verify  that the  assignment  grants a  beneficial  interest  to the
            assignee  and that the assignee  has been  completed  in blank.  The
            assignment  must  indicate  that the  customer's  rights,  title and
            interest in the mortgage loan are assigned to the assignee.

     -      Confirm that the document contains the legal description or property
            or completed Book and Page number or Document Number  evidencing the
            recordation of the Mortgage. If the legal description section of the
            document  indicates that the legal  description is attached,  ensure
            that it is attached thereto and that it is correct and appropriately
            labelled.

     -      Verify  that  the   assignment   is   executed   by  an   authorized
            representative,  as per the most recent Corporate  Resolution(s) and
            Certificate(s) of Incumbency, of the mortgage company. Note: Confirm
            per the Corporate  Resolution(s) that the individual is specifically
            approved to execute assignments on behalf of the mortgage company.

                                      -2-

                                                                       EXHIBIT D
                     FORM OF WEEKLY COLLATERAL STATUS REPORT

Residential Funding Corporation
4800 Montgomery Avenue, Suite 300
Bethesda, MD 20814

     In accordance  with the provisions of the Custodial  Agreement  dated as of
February  ,  1996  (the  "Custodial   Agreement")  among  the  undersigned  (the
"Custodian"),  Industry Mortgage Company,  L.P. ("Industry") and IMC Corporation
of America ("IMC" and,  collectively  with Industry,  the  "Borrowers") and  you
(the "Lender"), the Custodian hereby certifies as follows:

     Attached  hereto are  schedules of (i) all Mortgage  Loans pledged or to be
pledged  to the  Lender  with  respect  to which  the  Pledged  Note  and  other
Collateral Documents were received by the Custodian on or before ________,  19_,
and with respect to which the Lender's  security  interest has not been released
as provided in the Custodial Agreement,  (ii) the amount of Advances outstanding
under each sublimit set forth in the Credit Agreement,  (iii) all Mortgage Loans
with respect to which the Mortgage Note and  Collateral  Documents have not been
delivered  within  five  Business  Days  after the  making  of a Wet  Settlement
Advance,  (iv)  Mortgage  Loans  shipped to an  Investor or pool  custodian  for
purchase and not purchased  within thirty (30) days after shipment,  if any, (v)
all Mortgage Loans shipped to the Borrowers for  correction  pursuant to a Trust
Receipt and not returned  within ten Business Days and (vi) Mortgage  Loans with
respect  to which an  Advance  has been  outstanding  for more than the  maximum
period permitted under the Credit Agreement.

     The undersigned  hereby  acknowledges  that it is holding the Pledged Notes
and  Collateral  Documents in trust,  for the benefit of the Lender,  and agrees
that it will  comply in all  respects  with the  requirements  of the  Custodial
Agreement.

Dated: __________________                   THE FIRST NATIONAL BANK OF BOSTON,
                                            a national banking association

                                            By: ________________________________

                                            Its: _______________________________

cc: Industry
    IMC

                                      -1-

                                                                       EXHIBIT E

                                SHIPPING REQUEST

To:  The First National Bank of Boston              Date: ______________________
 
The undersigned  hereby requests The First National Bank of Boston, as agent and
bailee  for  Residential  Funding  Corporation,  to ship the  Pledged  Notes and
related  Collateral  Documents  listed on the schedule  attached  hereto for the
purpose noted:

         [ ]     For correction or completion (Trust Receipt (Borrowers)).

                 Ship to:  Industry Mortgage Company, L.P.
                           IMC Corporation of America
                           3450 Buschwood Park Drive, Suite 250
                           Tampa, Florida  33618
                           Attention:  George Freeman, CFO

                 Ship by: ______________________________________________________

         [ ]     For processing  in  connection with  an  issuance of securities
                 (Pool Custodian).

                 Ship to:  The First National Bank of Boston
                           Trust Department
                           _________________________________
                           Boston, MA ______________________
                           Attention: ______________________

                 Ship by: ______________________________________________________

         [ ]     For sale to Investor (Bailee letter).

                 Ship to: ______________________________________________________
                          ______________________________________________________
                          ______________________________________________________
                          ______________________________________________________

                 Ship by: ______________________________________________________

If  applicable,  the  Pledged  Notes  should  be  endorsed  without  recourse as
indicated below:

                          ______________________________________________________
                          ______________________________________________________

The Pledged Notes should be shipped by:  [ ]  H.and delivery
                                         [ ]  Federal Express
                                         [ ]  Other ____________________________

                                      -1-

The Pledged  Notes and  Collateral  Documents are subject to a security interest
in favor of Residential Funding Corporation.

                                  Sincerely,

                                  INDUSTRY MORTGAGE COMPANY, L.P.,
                                  a Delaware limited partnership

                                  By:  INDUSTRY MORTGAGE CORPORATION,
                                       a Delaware corporation

                                  By:  _________________________________________

                                  Its: _________________________________________

                                  Its: General Partner

                                  IMC CORPORATION OF AMERICA,
                                  a Delaware corporation

                                  By: __________________________________________

                                  Its: _________________________________________

cc:  Residential Funding Corporation

                                      -2-

                                                                       EXHIBIT F

                                  TRUST RECEIPT
                                   (BORROWERS)

Industry Mortgage Company, L.P.            Date: ________________________
IMC Corporation of America                 Air Bill: ____________________
3450 Buschwood Park Drive                  Re: __________________________
Suite 250
Tampa, Florida 33618
Attention: George Freeman, CFO

     Enclosed with this Trust  Receipt are the  Collateral  Documents  listed on
Schedule 1 attached hereto to be held by you as pledgee.

     Residential  Funding  Corporation  ("RFC") has and will  continue to have a
security interest under the Uniform Commercial Code of the State of Minnesota in
the  Collateral  Documents  pursuant  to that  certain  Warehousing  Credit  and
Security  Agreement  (the  "Agreement")  between  RFC  and  you,  and  that  the
Collateral  Documents  have been  delivered to you by THE FIRST NATIONAL BANK OF
BOSTON,  RFC's  agent and bailee (the  "Custodian"),  solely for  correction  or
completion.

     You agree to hold the Collateral  Documents,  in trust, for RFC and subject
to RFC's  direction and control.  You shall  immediately  return the  Collateral
Documents,  or the proceeds thereof,  if received by you, on RFC's demand, or if
no demand has been made by RFC, in any event within ten (10) Business Days after
the date of receipt by you of the Collateral Documents.

     No deviation in performance of the terms of any previous Trust Receipt will
alter any of your duties or responsibilities as set forth in this Trust Receipt.
If any  action  is taken  by RFC to  recover  the  Collateral  Documents  or the
proceeds  thereof,  the  prevailing  party  shall be  entitled  to  recover  all
attorney's fees,  expenses and costs from the nonprevailing party as a result of
such action.

     By accepting the Collateral Documents for correction or completion, you are
bound by the terms of this Trust Receipt,  and have acknowledged  receipt of the
Collateral  Documents,  whether or not you sign or return this Trust  Receipt to
RFC. We ask that you promptly date, sign and return a copy of this Trust Receipt
to the Custodian at the following address:

                        THE FIRST NATIONAL BANK OF BOSTON
                        _________________________________
                        _________________________________
                        _________________________________
                        Attention: ______________________

                                      -1-

     All  capitalized  terms used herein,  which have not been  defined  herein,
shall have the meanings given them in the Agreement.

THE FIRST NATIONAL BANK OF BOSTON,       RECEIPT ACKNOWLEDGED:
as Agent and Bailee for                  INDUSTRY MORTGAGE COMPANY, L.P.
Residential Funding Corporation          a Delaware limited partnership

By: _________________________            By: INDUSTRY MORTGAGE CORPORATION,
                                             a Delaware corporation
Its: ________________________       
                                             By: _______________________________
                                             Its: ______________________________
                                         Its: General Partner

                                         IMC CORPORATION OF AMERICA,
                                         a Delaware corporation

                                         By: ___________________________________

                                         Its: __________________________________

                                         Date: _________________________________

Enclosures

                                      -2-

                                                                       EXHIBIT G

                                   BAILEE LETTER

               (Investor)                           Date:
- ---------------------------------------                   ----------------------
               (Address)                             Air Bill:
- ---------------------------------------                        -----------------
           (City, State. Zip)                        Seller: 
- ---------------------------------------                     --------------------
Attention:
          ----------------------------

     Enclosed with this Bailee Letter are __________ original  promissory notes
evidencing the mortgage  loans  described on the attached  schedule,  along with
other related documents  (hereinafter  collectively  referred to as the "Pledged
Mortgages"),  for your  inspection  prior to purchase from the  above-referenced
Seller.  A security  interest in the Pledged  Mortgages and proceeds thereof has
been granted to RESIDENTIAL  FUNDING  CORPORATION  ("RFC"),  in accordance  with
Seller's Warehousing Credit and Security Agreement with RFC.

     Pledged  Mortgages now or hereafter  delivered to you are to be held by you
as a bailee and agent for the  benefit of RFC,  subject to only RFC's  direction
and control until released as provided herein. Immediately upon purchase by you,
the purchase  proceeds  ("Purchase  Proceeds") of the Pledged  Mortgages must be
wire transferred in immediately available funds to:

     ______________________________              Account No.____________________
     ______________________________              Attn: _________________________
     ABA No._______________________              Re: ___________________________

RFC has no obligation to release its security  interest in the Pledged Mortgages
unless RFC receives the Purchase Proceeds for the Pledged Mortgages in an amount
not less than $_______. RFC  acknowledges  that the  Purchase  Proceeds  for the
Pledged Mortgages may be less than the advanced amount set forth on the attached
schedule.  RFC will only release its security  interest in the Pledged Mortgages
if the Purchase  Proceeds are not reduced by adjustments or offsets unrelated to
the  Pledged  Mortgages.  Subject to the  foregoing,  upon RFC's  receipt of the
Purchase  Proceeds,  RFC's  security  interest  in the Pledged  Mortgages  shall
terminate without further action.

     Pledged Mortgages which are  not accepted  for  purchase  must  be returned
immediately to the  Custodian,  at  ______________,  __________________________,
____________________, to the attention of _______________, _________________, or
in any  event,  within  thirty  (30)  days  after the date of this  letter.  RFC
reserves the right at any time,  prior to receipt of the Purchase  Proceeds,  to
demand the delivery of the Pledged Mortgages.

     You are not to honor any communications from Seller relating to any Pledged
Mortgages without the written consent of RFC, or

                                      -1-

until RFC has  received  Purchase  Proceeds.  You are not to deliver any Pledged
Mortgages  to any person or entity  other than the  Custodian or RFC without the
written consent of RFC. In no event shall the Pledged Mortgages  enclosed herein
be returned to Seller.

     No deviation in performance of the terms of any previous Bailee Letter will
alter any of your duties or responsibilities as set forth in this Bailee Letter.

     By accepting  the Pledged  Mortgages for  inspection,  you are bound by the
terms of this Bailee Letter,  and the notices stated herein,  whether or not you
sign or return this Bailee  Letter to the  Custodian.  We ask that you  promptly
date,   sign   and   return   a  copy  of this Bailee Letter to the Custodian at
______________________, ______________________________,
________________________________________________
Attention: __________________________________, ______________________.

THE FIRST NATIONAL BANK OF BOSTON, 
as Agent and Bailee for                     RECEIVED AND ACKNOWLEDGED:

Residential Funding Corporation             Investor: ____________________

By: _______________________________         By: ________________________________

Its: ______________________________         Its: _______________________________

                                            Date: ______________________________
Enclosures

                                      -2-

                                                                       EXHIBIT H

                            LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PREMISES:

     That,  INDUSTRY  MORTGAGE  COMPANY,  L.P., a Delaware  limited  partnership
("Industry"), and IMC CORPORATION OF AMERICA, a Delaware corporation ("IMC" and,
collectively  with Industry,  the  "Borrowers"),  having their office located at
3450  Buschwood Park Drive,  Suite 250, in the City of Tampa,  State of Florida,
does by these presents  make,  constitute and appoint THE FIRST NATIONAL BANK OF
BOSTON, a national banking  association,  its true and lawful  Attorney-in-Fact,
with full power and authority to sign, execute,  acknowledge,  deliver, file for
record, and record any instrument on its behalf and to perform such other act or
acts  as  may  be  customarily  and  reasonably  necessary  and  appropriate  to
effectuate the following  enumerated  transactions  in respect of any promissory
note (the  "Mortgage  Note")  payable to the order of or endorsed in the name of
the Borrowers and  evidencing a mortgage  loan,  the  origination or purchase of
which has been  financed  under that  certain  Warehousing  Credit and  Security
Agreement  dated  as of  March  1,  1996,  by and  between  Residential  Funding
Corporation and the Borrowers,  as the same may be amended or supplemented  (the
"Credit Agreement").

     This appointment shall apply to the following enumerated transactions only:

        (a)  The  endorsement  in blank or in the  name of  Residential  Funding
             Corporation or any purchase thereof of any Mortgage Note evidencing
             a mortgage loan financed under the  Credit Agreement.

     The  undersigned  gives said  Attorney-in-Fact  full power and authority to
execute  such  instruments  and to do and  perform  all and  every act and thing
necessary  and  proper to carry into  effect  the power or powers  granted by or
under this Limited Power of Attorney as fully as the undersigned  might or could
do, and hereby does ratify and confirm to all that said  Attorney-in-Fact  shall
lawfully do or cause to be done by authority hereof.

     Third parties without actual notice may rely upon the exercise of the power
granted  under this Limited  Power of Attorney;  and may be satisfied  that this
Limited Power of Attorney shall continue in full force  and  effect  and has not
been revoked  unless an instrument of revocation has been made in writing by the
undersigned.

                                       -1-

     This  instrument is to be construed and  interpreted  as a Limited Power of
Attorney.  The enumeration of specific items,  rights,  acts or powers herein is
not  intended  to, nor does it give rise to, and it is not to be  construed as a
General Power of Attorney.

     The rights, power and authority of the Attorney-in-Fact  shall commence and
be in full force and effect as of the date of execution hereof, and such rights,
powers and authority shall remain in full force and effect  thereafter until the
earlier of the payment in full of all  obligations  of the  Borrowers  under the
Credit  Agreement or  revocation  by the  undersigned  of this Limited  Power of
Attorney by giving written notice to the Attorney-in-Fact.  No revocation by the
Borrowers of the power granted under this Limited Power of Attorney shall affect
the ability of The First  National  Bank of Boston to exercise the power granted
hereunder with respect to any Mortgage Note  evidencing a mortgage loan financed
under the Credit  Agreement prior to receipt of written notice of the revocation
in the manner prescribed in the Credit Agreement.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
duly executed as of the date first above written.

                                  INDUSTRY MORTGAGE COMPANY, L.P,
                                  a Delaware limited partnership

                                  By:  INDUSTRY MORTGAGE CORPORATION,
                                       a Delaware corporation

                                        By: ____________________________________

                                        Its: ___________________________________
                                  Its:  General Partner

                                  IMC CORPORATION OF AMERICA,
                                  a Delaware corporation

                                  By: __________________________________________

                                  Its: _________________________________________

                                      -2-

STATE OF _______________)
                        ) ss
COUNTY OF  _____________)

     On  ____________________,  1996,  before  me, a Notary  Public,  personally
appeared   ________________________  the  ______________  of  INDUSTRY  MORTGAGE
CORPORATION,  a Delaware  corporation,  which is the General Partner of INDUSTRY
MORTGAGE COMPANY,  L.P., a Delaware limited partnership,  personally known to me
(or proved to me on the basis of  satisfactory  evidence) to be the person whose
name is subscribed to the within  instrument and  acknowledged to me that he/she
executed the same in his/her authorized capacity,  and that by his/her signature
on the  instrument  the person,  or the entities upon behalf of which the person
acted, executed the instrument.

     WITNESS my hand and official seal.

                                          ______________________________________
                                         Notary Public
 (SEAL)                                  My Commission Expires: ________________

STATE OF _______________)
                        ) ss
COUNTY OF  _____________)

     On  ____________________,  1996,  before  me, a Notary  Public,  personally
appeared  ________________________, the  ______________  of IMC  CORPORATION  OF
AMERICA, a Delaware corporation,  personally known to me (or proved to me on the
basis of satisfactory evidence) to be the person whose name is subscribed to the
within  instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her authorized capacity, and that by his/her signature on the instrument the
person,  or the  entities  upon behalf of which the person  acted,  executed the
instrument.

     WITNESS my hand and official seal.

                                          ______________________________________
                                         Notary Public
 (SEAL)                                  My Commission Expires: ________________

                                      -3-

     -   Confirm that the  assignment  is in  recordable  form with  appropriate
         corporate seal (if required) and notarized.

                                      -3-

                                                                       EXHIBIT C

                     FORM OF DAILY COLLATERAL STATUS REPORT

Residential Funding Corporation
4800 Montgomery Avenue, Suite 300
Bethesda, MD 20814

     In accordance  with the provisions of the Custodial  Agreement  dated as of
February  ___,  1996 (the  "Custodial  Agreement")  among the  undersigned  (the
"Custodian"), Industry Mortgage Company, L. P. ("Industry") and IMC  Corporation
of America ("IMC" and,  collectively  with Industry,  the "Borrowers") and you
(the "Lender"), the Custodian hereby certifies as follows:

     Attached  hereto is a schedule  of (a) all  Pledged  Mortgages  and Pledged
Subwarehousing  Mortgages listed on the Loans Warehoused  Report received by the
Custodian today, (b) all Pledged Mortgages and Pledged Subwarehousing  Mortgages
with respect to which the Lender has received the Release Amount today,  and (c)
all Pledged  Mortgages  against which Wet Settlement  Advances were  outstanding
prior to today and with respect to which the Custodian  received the  Collateral
Documents today.

     With  respect to each  Mortgage  Loan (i) with respect to which an Advance,
other than a Wet  Settlement  Advance,  was made today,  or (ii) with respect to
which Wet Settlement  Advances were outstanding  prior to today and with respect
to which the Custodian  received the Collateral  Documents today,  except to the
extent described in a written statement attached hereto,

                  (1) The  Custodian  is in  possession  of, or has  shipped  in
             accordance  with the  Custodial  Agreement,  the original  executed
             Mortgage Notes listed on the schedule attached hereto,  one copy of
             each such Mortgage Note and the related Collateral Documents;

                  (2) The obligor,  principal amount,  interest rate, note date,
             note date and loan type for each  Mortgage  Note  referred  to in a
             Loans  Warehoused  Report  previously  received  by  the  Custodian
             coincide with those stated in such Loans Warehoused Report;

                  (3) Each Mortgage Note bears the original  signature(s) of the
             mortgagor(s),  any changes in the Mortgage Note have been initialed
             by the mortgagor(s), all riders and attachments  to  each  Mortgage
             Note  are  included,  each  Mortgage  Note has  been   endorsed  to
             the  order  of the  Borrowers  or  a  Subwarehousing  Borrower,  as
             applicable,  by the  named  payee  and  all  interim  assignees, if
             required, and has been  endorsed in blank  without  recourse by the
             Borrowers  or  a  Subwarehousing   Borrower,   as  applicable;

                  (4) The  Custodian  is in  possession  of, or has  shipped  in
             accordance with the Custodial Agreement, copies, certified as

                                      -1-

             true  by  the  closing  agent(s),  of  the  related  Mortgages  and
             intervening  assignments  of such  Mortgages  corresponding  to the
             endorsements  on the  related  Mortgage  Note and  executed  by the
             mortgagee or prior  assignee,  evidencing a complete chain of title
             from  the  named   mortgagee   thereon  to  the   Borrowers   or  a
             Subwarehousing Borrower, as applicable;

                  (5) The date on each  Mortgage  is the same as the date on the
             related Mortgage Note.

                  (6) The legal  description  on each  Mortgage is complete or a
             legal  description  is attached,  and each  assignment  of Mortgage
             contains the same legal  description  as or  appropriate  recording
             information for of the original Mortgage.

                  (7) The  Custodian  is in  possession  of, or has  shipped  in
             accordance with the Custodial Agreement,  an original assignment of
             each  Mortgage  in  recordable  form  for  such  Mortgage,  and the
             mortgagor  name(s) and the  mortgage  date on each such  assignment
             exactly match those on the related Mortgage Note and the Mortgage;

                  (8)  The Custodian has not received notice of another Person's
             security interest in any Pledged Mortgage;

                  (9) The  documents  referred  to in (1) through (7) above have
             not been mutilated,  damaged, torn or otherwise physically altered;
             and

                  (10) The Company Worksheet and related documents  delivered to
             the Custodian with respect to each Mortgage Loan  indicates  either
             that such  Mortgage Loan is not subject to Section 32 of Regulation
             Z (12 CFR Section  226.32) or, if such  Mortgage Loan is subject to
             Section 32, that all required  disclosure  and other  documentation
             has been delivered to the mortgagor.

     The undersigned  hereby  acknowledges that it is holding such Pledged Notes
and  Collateral  Documents in trust,  for the benefit of the Lender,  and agrees
that it will  comply in all  respects  with the  requirements  of the  Custodial
Agreement.

Dated: _______________________

                                  THE FIRST NATIONAL BANK OF BOSTON,
                                  a national banking association

                                  By: __________________________________________

                                  Its: _________________________________________
CC: Industry
    IMC

                                       -2-

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

                                    INDUSTRY MORTGAGE COMPANY, L.P.,
                                    a Delaware limited partnership

                                    By:  INDUSTRY MORTGAGE CORPORATION,
                                         a Delaware corporation

                                         By: 
                                            ------------------------------------

                                         Its: CHIEF OPERATING OFFICER
                                              ----------------------------------
                                    Its:  General Partner

                                    IMC CORPORATION OF AMERICA,
                                    a Pennsylvania corporation

                                    By:   
                                         ---------------------------------------

                                    Its: CHIEF OPERATING OFFICER
                                         ---------------------------------------

                                  THE FIRST NATIONAL BANK OF BOSTON,
                                  a national banking association

                                  By:   
                                     __________________________________________

                                  Its: _________________________________________

                                  RESIDENTIAL FUNDING CORPORATION,
                                  a Delaware corporation

                                  By:   DONNA A. WEST
                                      ------------------------------------------

                                  Its: DIRECTOR
                                       -----------------------------------------

                                      -13-

 

Basic Info X:

Name: CUSTODIAL AGREEMENT
Type: Custodial Agreement
Date: June 3, 1996
Company: IMC MORTGAGE CO
State: Florida

Other info:

Date:

  • 1st day of March 1996
  • Saturday
  • Sunday
  • February , 1996
  • thirty 30
  • March 1 , 1996

Organization:

  • Federal Home Loan Mortgage Corporation
  • Federal National Mortgage Association
  • Government National Mortgage Association
  • Subwarehousing Mortgage Loan
  • Bailee Pledge Agreement
  • Collateral Review and Daily Reporting
  • Document Review Requirements
  • Possession of Pledged Notes
  • Company Securities of the Lender
  • Event of Default
  • United States Postal Service
  • L.P. IMC Corporation of America 3450 Buschwood Park Drive Suite
  • CFO Telecopier No
  • State District Court
  • United States District Court
  • Exclusive Benefit of Parties
  • [ Industry Mortgage Company
  • IMC Corporation of America ] Signature of Authorized Representative of [ Industry
  • First National Bank of Boston Date
  • First National Bank of Boston Trust Department
  • IMC Corporation of America Air Bill
  • the Collateral Documents
  • Uniform Commercial Code of the State
  • Residential Funding Corporation
  • General Power of Attorney
  • Limited Power of Attorney
  • The First National Bank of Boston
  • General Partner IMC
  • General Partner of INDUSTRY MORTGAGE COMPANY
  • Notary Public SEAL My Commission

Location:

  • MA
  • State of Minnesota
  • Hennepin County
  • District of Minnesota
  • Blank
  • City of Tampa
  • Florida
  • Bethesda
  • L.P.
  • AMERICA
  • Pennsylvania
  • BOSTON
  • Delaware

Money:

  • $ 5,000,000

Person:

  • Patty Erfan
  • George Freeman
  • L. P.

Time:

  • 9:00 a.m.
  • 10:30 a.m.
  • 4:00 p.m.
  • 1:00 p.m.