Note

Note Guaranty Insurance Policy

by Residential Asset Mortgage Products Inc
September 12th, 2002

                         NOTE GUARANTY INSURANCE POLICY


                                                           POLICY NUMBER: 38897

OBLIGATIONS:          $540,206,000
                      GMACM Home  Equity Loan Trust  2002-HE3  GMACM Home Equity
                      Loan-Backed  Term Notes,  Series 2002-HE3 Class A-1, Class
                      A-2 and Class A-3 GMACM Home Equity  Loan-Backed  Variable
                      Pay Revolving  Notes,  Series 2002-HE3 in an amount not to
                      exceed $540,206,000

        MBIA Insurance  Corporation  (the  "Insurer"),  in  consideration of the
payment of the premium and subject to the terms of this Note Guaranty  Insurance
Policy (this "Policy"), hereby unconditionally and irrevocably guarantees to any
Owner that an amount  equal to each full and  complete  Insured  Amount  will be
received  from  the  Insurer  by  Wells  Fargo  Bank  Minnesota,  N.A.,  or  its
successors,  as indenture trustee for the Owners (the "Indenture  Trastee"),  on
behalf of the Owners, for distribution by the Indenture Trustee to each Owner of
each  Owner's   proportionate   share  of  the  Insured  Amount.  The  Insurer's
obligations  hereunder  with  respect to a  particular  Insured  Amount shall be
discharged  to the  extent  funds  equal to the  applicable  Insured  Amount are
received  by the  Indenture  Trustee,  whether or not those  funds are  properly
applied by the Indenture Trastee.  Insured Amounts will be made only at the time
set  forth in this  Policy,  and no  accelerated  Insured  Amounts  will be made
regardless of any acceleration of the Obligations, unless the acceleration is at
the sole option of the Insurer.

        Notwithstanding  the  foregoing  paragraph,  this  Policy does not cover
shortfalls,  if any,  attributable  to the  liability of the Trust Estate or the
Indenture  Trustee  for  withholding  taxes,  if  any  (including  interest  and
penalties in respect of any such liability),  Interest  Shortfalls or Relief Act
Shortfalls.  In addition,  the Policy does not cover any payment of principal on
the Term Notes on any Targeted Final Payment Date.

        The Insurer will pay any Insured  Amount that is a Preference  Amount on
the  Business  Day  following  receipt on a Business Day by the Fiscal Agent (as
described  below) of (a) a certified copy of the order  requiring the retum of a
preference payment,  (b) an opinion of counsel  satisfactory to the Insurer that
such order is final and not subject to appeal, (c) an assignment in such form as
is reasonably required by the Insurer,  irrevocably assigning to the Insurer all
rights and claims of the Owner  relating  to or  arising  under the  Obligations
against the debtor which made such preference  payment or otherwise with respect
to such  preference  payment  and (d)  appropriate  instruments  to  effect  the
appointment  of the  Insurer  as agent for such  Owner in any  legal  proceeding
related  to  such  preference   payment,   such  instruments  being  in  a  form
satisfactory to the Insurer,  provided that if such documents are received after
12:00 noon,  New York City time, on such Business Day, they will be deemed to be
received on the following  Business Day. Such payments shall be disbursed to the
receiver  or  trastee  in  bankruptcy  named in the  final  order  of the  court
exercising  jurisdiction  on behalf  of the Owner and not to any Owner  directly
unless such Owner has returned  principal or interest paid on the Obligations to
such  receiver or trastee in  bankruptcy,  in which case such  payment  shall be
disbursed to such Owner.



        The Insurer  will pay any other amount  payable  hereunder no later than
12:00 noon,  New York City time,  on the later of the Payment  Date on which the
related Deficiency Amount is due or the second Business Day following receipt in
New York,  New York on a Business  Day by State  Street Bank and Trust  Company,
N.A., as Fiscal Agent for the Insurer,  or any successor  fiscal agent appointed
by the Insurer (the "Fiscal Agent"), of a Notice (as described below),  provided
that if such Notice is received  after 12:00 noon,  New York City time,  on such
Business Day, it will be deemed to be received on the following Business Day. If
any  such  Notice  received  by the  Fiscal  Agent is not in  proper  form or is
otherwise  insufficient for the purpose of making claim  hereunder,  it shall be
deemed  not to have been  received  by the  Fiscal  Agent for  purposes  of this
paragraph,  and the  Insurer  or the  Fiscal  Agent,  as the case may be,  shall
promptly so advise the Indenture Trustee and the Indenture Trustee may submit an
amended Notice.

        Insured Amounts due hereunder,  unless otherwise stated herein,  will be
disbursed by the Fiscal Agent to the  Indenture  Trustee on behalf of the Owners
by wire  transfer of  immediately  available  funds in the amount of the Insured
Amount less, in respect of Insured  Amounts related to Preference  Amounts,  any
amount held by the Indenture  Trustee for the payment of such Insured Amount and
legally available therefor.

        The Fiscal Agent is the agent of the Insurer only,  and the Fiscal Agent
shall in no event be liable to Owners  for any acts of the  Fiscal  Agent or any
failure of the Insurer to deposit, or cause to be deposited, sufficient funds to
make payments due under this Policy.

        Subject to the terms of the  Agreement,  the Insurer shall be subrogated
to the rights of each Owner to receive  payments  under the  Obligations  to the
extent of any payment by the lnsurer hereunder.

        As used herein, the following terms shall have the following meanings:

        "Agreement"  means the Indenture dated as of August 28, 2002,  among the
GMACM Home Equity Loan Trust 2002-HE3,  as Issuer, and the Indenture Trustee, as
indenture trustee, without regard to any amendment or supplement thereto, unless
such amendment or supplement has been approved in writing by the Insurer.

        "Business Day" means any day other than (a) a Saturday or a Sunday (b) a
day on which the Insurer is closed or (c) a day on which banking institutions in
New  York  City or in the city in  which  the  corporate  trust;  office  of the
Indenture  Trustee under the Agreement is located are authorized or obligated by
law or executive order to close.

        "Deficieney Amount" means with respect to any Payment Date, an amount if
any equal to the sum of (a) the amount by which the aggregate  amount of accrued
interest  on the  Obligations  (excluding  any  Relief Act  Shortfalls  for that
Payment  Date) at the  respective  Note Rates on that  Payment  Date exceeds the
amount  on  deposit  in  the  Note  Payment   Account   available  for  interest
distributions  on that  Payment Date and (b)(i) with respect to any Payment Date
that is not the Final Payment Date, any Liquidation Loss Amount for that Payment
Date, to the extent not distributed as part of the Principal Distribution Amount
to the holders of the Notes on such Payment  Date or deposited  into the Funding
Account as part of the  Principal  Distribution  Amount for such Payment Date or
applied to reduce the Overcollateralization  Amount on such Payment Date or (ii)
on the Final Payment Date, the aggregate  outstanding balance of the Obligations
to the extent otherwise not paid on that date.



        "Insured Amount" means (a) as of any Payment Date, any Deficiency Amount
and (b) any Preference Amount.

        "Notice" means the telephonic or telegraphic notice,  promptly confirmed
in writing by facsimile  substantially in the form of Exhibit A attached hereto,
the original of which is subsequently delivered by registered or certified mail,
from the Indenture Trustee  specifying the Insured Amount which shall be due and
owing on the applicable Payment Date.

        "Owner" means each  Noteholder (as defined in the Agreement) who, on the
applicable  Payment  Date,  is  entitled  under  the  terms  of  the  applicable
Obligations to payment thereunder.

        "Preference Amount" means any amount previously  distributed to an Owner
on the Obligations  that is recoverable and sought to be recovered as a voidable
preference by a trustee in bankruptcy  pursuant to the United States  Bankruptcy
Code (11  U.S.C.),  as  amended  from  time to time in  accordance  with a final
nonappealable order of a court having competent jurisdiction.

        "Relief Act Shortfalls" means current interest shortfalls resulting from
the  application  of the  Soldiers'  and Sailors'  Civil Relief Act of 1940,  as
amended, or any similar state legislation or regulations.

        Capitalized  terms used herein and not  otherwise  defined  herein shall
have  the  respective  meanings  set  forth in the  Agreement  as of the date of
execution of this Policy,  without giving effect to any subsequent  amendment to
or modification of the Agreement  unless such amendment or modification has been
approved in writing by the Insurer.

        Any notice  hereunder  or service of process on the Fiscal  Agent may be
made at the address  listed below for the Fiscal Agent or such other  address as
the Insurer shall specify in writing to the Indenture Trustee.

        The notice address of the Fiscal Agent is 15th Floor,  61 Broadway,  New
York, New York 10006, Attention:  Municipal Registrar and Paying Agency, or such
other  address as the Fiscal  Agent shall  specify to the  Indenture  Trustee in
writing.

        THIS  POLICY  IS BEING  ISSUED  UNDER  AND  PURSUANT  TO,  AND  SHALL BE
CONSTRUED UNDER, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE
CONFLICT OF LAWS PRINCIPLES THEREOF.



        The   insurance   provided   by  this  Policy  is  not  covered  by  the
Property/Casualty Insurance Secunty Fund specified in Article 76 of the New York
Insurance Law.

        This Policy is not cancelable for any reason. The premium on this Policy
is not refundable for any reason, including payment, or provision being made for
payment, prior to maturity of the Obligations.

        IN WITNESS  WHEREOF,  the  Insurer has caused this Policy to be executed
and attested this 28th day of August 2002.

                                            MBIA INSURANCE CORPORATION



                                          /s/ Gary C. Dunton
                                          ---------------------------------
                                          President


                             Attest:        /s/ Amy R. Gonch
                                            -------------------------------
                                            Assistant Secretary







                                    EXHIBIT A
                           TO NOTE GUARANTY INSURANCE
                              POLICY NUMBER: 38897

                           NOTICE UNDER NOTE GUARANTY
                         INSURANCE POLICY NUMBER: 38897


State Street Bank and Trust Company, N.A., as Fiscal Agent
    for MBIA Insurance Corporation
15th Floor
61 Broadway
New York, NY 10006
Attention: Registrar and
           Paying Agency

MBIA Insurance Corporation
113 King Street
Armonk, NY 10504

        The  undersigned,  a duly  authorized  officer  of  [NAME  OF  INDENTURE
TRUSTEE] as indenture  trustee (the "Indenture  Trustee"),  hereby  certifies to
State  Street  Bank and  Trust  Company,  N.A.  (the  "Fiscal  Agent")  and MBIA
Insurance Corporation (the "Insurer"), with reference to Note Guaranty Insurance
Policy  Number:  38897 (the  "Policy")  issued by the  Insurer in respect of the
$540,206,000   GMACM  Home  Equity  Loan  Trust  2002-HE3,   GMACM  Home  Equity
Loan-Backed  Tenn Notes,  Series  2002-HE3,  Class A-1,  Class A-2 and Class A-3
GMACM Home Equity Loan-Backed  Variable Pay Revolving Notes,  Series 2002-HE3 in
an amount not to exceed $540,206,000 (the "Obligations"), that:

     (a) the  Indenture  Trustee is the  indenture  trustee  under the Indenture
dated as of August 28, 2002 between  GMACM Home Equity Loan Trust  2002-HE3,  as
Issuer, and the Indenture Trustee, as indenture trustee for the Owners;

     (b) the amount due under clause (a) of the definition of Deficiency  Amount
for any Payment Date occurring on [__________]  (the "Applicable  Payment Date")
is $[--------];

     (c) the amount due under clause (b) of the definition of Deficiency  Amount
for the Applicable Payment Date is $[_________];

     (d) the sum of the  amounts  listed  in  paragraphs  (b) and (c)  above  is
$[________] (the "Deficiency Amount");

     (e) the amount of previously  distributed  payments on the Obligations that
is recoverable and sought to be recovered as a voidable  preference by a trustee
in  bankruptcy  pursuant  to the  Bankruptcy  Code  in  accordance  with a final
nonappealable  order of a court having  competent  jurisdiction  is $[_________]
(the "Preference Amount");



     (f) the total Insured Amount due is  $[_________],  which amount equals the
sum of the Deficiency Amount and the Preference Amount;

     (g) the Indenture Trustee is making a claim under and pursuant to the terms
of the Policy for the dollar amount of the Insured Amount set forth in (d) above
to be applied to the payment of the Deficiency Amount for the Applicable Payment
Date in  accordance  with the Agreement and for the dollar amount of the Insured
Amount  set forth in (e) above to be applied  to the  payment of any  Preference
Amount; and

               (h) the  Indenture  Trustee  directs  that payment of the Insured
        Amount be made to the following account by bank wire transfer of federal
        or other immediately available funds in accordance with the terms of the
        Policy: [INDENTURE TRUSTEE'S ACCOUNT NUMBER].

        Any  capitalized  term used in this  Notice  and not  otherwise  defined
herein shall have the meaning assigned thereto in the Policy.

Any Person Who  Knowingly  And With Intent To Defraud Any  Insurance  Company Or
Other Person Files An Application For Insurance Or Statement Of Claim Containing
Any  Materially  False  Information,  Or Conceals For The Purpose Of Misleading,
Information Concerning Any Fact Material Thereto, Commits A Fraudulent Insurance
Act,  Which Is A Crime,  And Shall  Also Be Subject  To A Civil  Penalty  Not To
Exceed Five  Thousand  Dollars  And The Stated  Value Of The Claim For Each Such
Violation.

        IN WITNESS  WHEREOF,  the  Indenture  Trustee has executed and delivered
this Notice under the Policy as of the [___] day of [________], [____].

                              [NAME OF INDENTURE TRUSTEE], as Indenture Trustee



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