MARKETING AND ADMINISTRATIVE SERVICES AGREEMENT



          THIS MARKETING AND ADMINISTRATIVE SERVICES Agreement ("Agreement")

dated as of the 24th day of July 1997 by and between Chase Mortgage Services,

Inc., a Delaware corporation, having a place of business at 200 Old Wilson

Bridge Road, Worthington, Ohio 43085 ("Chase") and AEGIS MORTGAGE ACCELERATION

CORP., a Delaware corporation, having its principal office at Three Embarcadero

Center, Suite 2250, San Francisco, California 94111 ("Aegis").



                                  WITNESSETH:



          WHEREAS Aegis is in the business of marketing and servicing debt

rescheduling and acceleration programs and other financial services, and in that

regard, developing new business prospects;



          WHEREAS Chase wishes to engage the services of Aegis to perform data

processing and marketing services under the name Equity Accelerator Program (the

"Program");



          NOW, THEREFORE, for and in consideration of the within promises and

for other good and valuable consideration, the receipt and sufficiency of which

is hereby expressly acknowledged, the parties hereto agree as follows:



          1.  DEFINITIONS



              (a) "Campaign" means a mail Solicitation assigned a specific

Campaign number by Aegis.



              (b) "Campaign Term" means the period of time from the date on

which a Campaign is mailed until a date eighty (80) months from such date. As to

any Customer existing on the Effective Date, the Campaign Terms shall be deemed

to have commenced on the date such Customer became a borrower under a

Rescheduled Loan subject to processing by Aegis and shall end eighty (80) months

thereafter.



              (c) "Customers" means Chase's customers who are currently repaying

a mortgage debt instrument to Chase, as servicer, on a monthly schedule.



              (d) "Program" means the Equity Accelerator program described in

the Specifications.



              (e) "Program Material" means those specifications and procedures,

including documents, scripts and any other marketing and Solicitation materials

prepared in connection with the Program.



***Confidential treatment has been requested with respect to the information

contained within the "[***]" markings.  Such marked portions have been omitted

from this filing and have been filed separately with the Securities and Exchange

Commission.

<PAGE>



              (f) "Prospect" means any Customer for whom Chase has provided to

Aegis the information necessary for solicitation to sign up for the Program.



              (g) "Rescheduling" means effecting a payment method change for the

Subscriber from a monthly schedule (12 times per year) to a schedule of weekly,

monthly, biweekly, or semi-monthly debits without causing any changes to the

original loan documents or loan terms. Such loans shall be known as "Rescheduled

Loans."



              (h) "Solicitation" means any effort, mean or method approved in

writing by Chase and implemented by Aegis to communicate the benefits of the

Program to Prospects, including without limitation, writing, design, copy

writing, mechanical artwork, photography, illustrations, printing, mailing, and

customer service.



              (i) "Specifications" means the detailed description of the

Program, attached as Exhibit A which may not be modified without the written

consent of Chase.



              (j) "Subscriber" means a Customer who has completed enrollment in

the Program, and has paid all fees due to Aegis.



              (k) "Target Market" means those Prospects with mortgages of

sufficient remaining terms, principal balance and interest which would make the

Program logical and beneficial, as determined jointly by Chase and Aegis.



              (l) "Telephone Solicitation" means those telephonic solicitations

of those Prospects who have previously requested additional information.



              (m) "Termination Fee" means a fee for each Subscriber whose loan

is the subject of termination under Section 16(e), equal to the product of: (i)

$[***] for Subscribers enrolling in the Program at an enrollment fee equal to

$[***] (or $[***]) and $[***] for Subscribers enrolling in the Program

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