LARES ASSET SECURITIZATION, INC.



                         LUMINENT MORTGAGE TRUST 200_-_

                   MORTGAGE-BACKED CERTIFICATES, SERIES 200_-_

                             UNDERWRITING AGREEMENT



                                                               ___________, 200_



[_____________________________________]

as Representative of the several Underwriters

c/o [_________________________________]

[street address]

[city, state zip]



Ladies and Gentlemen:



     LARES ASSET SECURITIZATION, INC., a Delaware corporation (the "COMPANY"),

confirms its agreement with each of the Underwriters listed on Schedule I hereto

(collectively, the "UNDERWRITERS"), for whom [__________________] is acting as

representative (in such capacity, the "REPRESENTATIVE"), with respect to the

sale by the Company of the Luminent Mortgage Trust 200_-_, Mortgage-Backed

Certificates, Series 200_-_, Class [__, Class __, Class __, Class __, Class __,

Class __, Class __ and Class __] (collectively, the "OFFERED SECURITIES"),

issued pursuant to the Pooling and Servicing Agreement dated as of _________,

200_ (the "POOLING AND SERVICING AGREEMENT"), among the Company, as depositor

(the "DEPOSITOR"), Maia Mortgage Finance Statutory Trust, as seller (the

"SELLER"), [_______________________], as servicer (the "SERVICER"),

[_______________________], as master servicer (the "MASTER SERVICER") and

securities administrator (in such capacity, the "SECURITIES ADMINISTRATOR"), and

[_______________________], as trustee (the "TRUSTEE"), and the purchase by the

Underwriters, acting severally and not jointly, of their respective Certificate

Principal Balance of the Offered Securities set forth opposite the names of the

Underwriters in Schedule II hereto. The Trustee, on behalf of the Trust and the

certificateholders, will also enter into a cap agreement (the "CAP AGREEMENT")

with [_______________________], as the cap provider (the "CAP PROVIDER"), dated

as of _________, 200_. The Certificates are expected to be issued on _________,

200_ (the "CLOSING DATE").



     This Agreement (as defined below), the Pooling and Servicing Agreement, the

Custodial Agreement and the Cap Agreement are sometimes referred to herein

collectively as the "TRANSACTION DOCUMENTS." The Offered Securities will be

issued in minimum denominations and will have the terms set forth in the

Prospectus Supplement (as defined below). Capitalized terms used but not

otherwise defined herein shall have the respective meanings ascribed thereto in

the Pooling and Servicing Agreement.



     The Company understands that the Underwriters propose to make a public

offering of the offered securities as soon as the Underwriters deem advisable

after this Underwriting Agreement (the "AGREEMENT") has been executed and

delivered.



     The Company has filed with the Securities and Exchange Commission (the

"COMMISSION") a registration statement on Form S-3 (No. __________), including a

related



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prospectus, for the registration of securities including the Offered Securities

under the Securities Act of 1933, as amended (the "SECURITIES ACT"), and the

rules and regulations thereunder (the "SECURITIES ACT REGULATIONS"). The Company

has prepared and filed such amendments to the registration statement and such

amendments or supplements to the related prospectus, if any, as may have been

required to the date hereof, and will file such additional amendments thereto or

supplements thereto as may hereafter be required. The registration statement has

been declared effective on __________, 200__ under the Securities Act by the

Commission. The registration statement, as amended at the time it was declared

effective by the Commission or deemed to be effective pursuant to Rule 430B of

the Securities Act Regulations and including all information deemed to be a part

of the registration statement whether through incorporation by reference,

pursuant to Rule 430B of the Securities Act Regulations or otherwise, is

hereinafter called the "REGISTRATION STATEMENT," except that, if the Company

files a post-effective amendment to such registration statement which becomes

effective prior to the Closing Time (as defined below), "REGISTRATION STATEMENT"

shall refer to such registration statement as so amended. Any registration

statement filed pursuant to Rule 462(b) of the Securities Act Regulations is

hereinafter called the "RULE 462(B) REGISTRATION STATEMENT," and after such

filing, the term "REGISTRATION STATEMENT" shall include the 462(b) Registration

Statement. The Company proposes to file with the Commission pursuant to Rule 424

under the Securities Act, a supplement to the Base Prospectus relating to the

Offered Securities and the method of distribution thereof. The term "BASE

PROSPECTUS" means the prospectus included in the Registration Statement as first

required to be filed to satisfy the condition set forth in Rule 172(c) and

pursuant to Rule 424(b) of the Securities Act Regulations, including all

information incorporated by reference therein. The term "PROSPECTUS SUPPLEMENT"

means the prospectus supplement specifically relating to the Offered Securities,

in the form first required to be filed to satisfy the condition set forth in

Rule 172(c) and pursuant to Rule 424(b) of the Securities Act Regulations

(including the Base Prospectus as so supplemented). The term "PROSPECTUS" means

the final Base Prospectus, including, in each case, the Prospectus Supplement,

as first filed with the Commission pursuant to Rule 424(b) of the Securities Act

Regulations, and any amendments thereof or supplements thereto. The term

"PRELIMINARY PROSPECTUS" means any preliminary form of the Prospectus in the

form filed with the Commission pursuant to Rule 424(b) of the Securities Act

Regulations. The Commission has not issued any order preventing or suspending

the use of the Registration Statement or any Prospectus.



     The term "DISCLOSURE PACKAGE" means (i) the Base Prospectus and the

Preliminary Prospectus, as most recently amended or supplemented immediately

prior to the Initial Sale Time (as defined herein), (ii) the Issuer Free Writing

Prospectuses (as defined below), if any, identified in Schedule III hereto, and

(iii) any other Free Writing Prospectus (as defined below) that the parties

hereto shall hereafter expressly agree to treat as part of the Disclosure

Package. If, subsequent to the date of this Agreement, the Company and the

Underwriters have determined that the Disclosure Package included an untrue

statement of material fact or omitted to state a material fact necessary in

order to make the statements therein, in the light of the circumstances under

which they were made, not misleading and have terminated their old purchase

contracts and entered into new purchase contracts with purchasers of the Offered

Securities, then the "DISCLOSURE PACKAGE" will refer to the information

available to purchasers at the time of entry into the first such new purchase

contract, including any information that corrects such material misstatements or

omissions ("CORRECTIVE INFORMATION").





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     The term "ISSUER FREE WRITING PROSPECTUS" means any "issuer free writing

prospectus", as defined in Rule 433(h) of the Securities Act Regulations. The

term "FREE WRITING PROSPECTUS" means any free writing prospectus, as defined in

Rule 405 of the Securities Act Regulations.



     The Company and the Underwriters agree as follows:



     1.   Sale and Purchase.



     Upon the basis of the warranties, representations, agreements and other

terms and conditions herein set forth, the Company agrees to sell to the

Underwriters and each Underwriter agrees, severally and not jointly, to purchase

from the Company the initial Certificate Principal Balance of the Offered

Securities set forth in Schedule II opposite such Underwriter's name, plus any

additional Certificate Principal Balance of the Offered Securities which such

Underwriter may become obligated to purchase pursuant to the provisions of

Section 9 hereof, subject, in each case, to such adjustments among the

Underwriters as the Representative in its sole discretion shall make to

eliminate any sales or purchases of fractional securities.



     2.   Payment and Delivery.



     The Offered Securities to be purchased by each Underwriter hereunder, in

book entry form, and in such authorized denominations and registered in such

names as the Representative shall request, shall be delivered by or on behalf of

the Company to the Representative through the facilities of The Depository Trust

Company ("DTC") for the account of such Underwriter, against payment by or on

behalf of such Underwriter of the purchase price therefore by wire transfer of

Federal (same-day) funds to the account specified to the Representative by the

Company upon at least forty-eight hours' prior notice. The Company will cause

the certificates representing the Offered Securities to be made available for

checking and packaging at least twenty-four hours prior to the Closing Time (as

defined below) with respect thereto at the office of the Representative, [street

address], [city, state zip], or at the office of DTC or its designated

custodian, as the case may be (the "DESIGNATED OFFICE"). The time and date of

such delivery and payment shall be _:__ [a.m./p.m.], New York City time, on the

Closing Date (unless another time and date shall be agreed to by the

Representative and the Company). The time and date at which such payment and

delivery are actually made is hereinafter sometimes called the "CLOSING TIME."



     3.   Offering by Underwriters.



          (a) It is understood that the several Underwriters propose to offer

     the Offered Securities for sale to the public as set forth in the

     Prospectus and that no Underwriter will offer, sell or otherwise distribute

     the Offered Securities (except for the sale thereof in exempt transactions)

     in any state in which the Offered Securities are not exempt from

     registration under "blue sky" or state securities laws (except where the

     Offered Securities will have been qualified for offering and sale at such

     Underwriter's direction under such "blue sky" or state securities laws).



          (b) In connection with the offering of the Offered Securities, the

     Underwriters may each prepare and provide to prospective investors Free

     Writing Prospectuses, or





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     portions thereof, which the Company is required to file with the Commission

     in electronic format and will use reasonable efforts to provide to the

     Company such Free Writing Prospectuses, or portions thereof, in either

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