0000899681-02-000107 Sample Contracts

BEAR STEARNS
Bear Stearns Asset Backed Securities Inc • April 11th, 2002 • Asset-backed securities • New York

DATE: TO: ATTENTION: TELEPHONE: FACSIMILE: FROM: TELEPHONE: FACSIMILE: SUBJECT: REFERENCE NUMBER: March 28, 2002 Bear Stearns Asset Backed Securities Trust 2002-1, Bank One, National Association, as Trustee Sandra Whalen Vice President 212-373-1184 212-373-1383 Derivatives Documentation 212-272-2711 212-272-9857 Fixed Income Derivatives Confirmation and Agreement FXNCC4757-FXNCC4762

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ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • April 11th, 2002 • Bear Stearns Asset Backed Securities Inc • Asset-backed securities • New York

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement"), dated March 28, 2002, among EMC Mortgage Corporation, a Delaware corporation (the "Assignor"), Bank One, National Association, as trustee (in such capacity the "Trustee") for the holders of Bear Stearns Asset-Backed Securities Trust 2002-1, Asset-Backed Certificates, Series 2002-1 (the "Assignee"), and Wells Fargo Home Mortgage, Inc. (the "Company"):

BEAR STEARNS ASSET BACKED SECURITIES, INC. Asset-Backed Securities, Series 2002-1 UNDERWRITING AGREEMENT
Underwriting Agreement • April 11th, 2002 • Bear Stearns Asset Backed Securities Inc • Asset-backed securities • New York

Bear Stearns Asset Backed Securities, Inc., a Delaware corporation ("BSABS"), proposes to cause to be issued and to sell to you, as underwriters (each, an "Underwriter"), the Asset-Backed Certificates, Series 2002-1, having the classes specified on Exhibit A hereto and described in Section 2 hereof (the "Public Certificates") having the characteristics set forth in the Prospectus Supplement (as defined below), evidencing ownership interests in a trust consisting of mortgage notes and the related mortgages acquired by BSABS (the "Mortgage Loans") and other related property (collectively, the "Trust Fund"). The Mortgage Loans will be of the type and will have the characteristics described in the Prospectus Supplement, subject to the variances, ranges, minimums and maximums set forth in the Prospectus Supplement, and will have the aggregate principal balance set forth in the Prospectus Supplement, subject to an upward or downward variance in principal balance, not to exceed the percentage

ASSIGNMENT AND ASSUMPTION AGREEMENT
Assignment and Assumption Agreement • April 11th, 2002 • Bear Stearns Asset Backed Securities Inc • Asset-backed securities • New York

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the "Agreement"), dated March 28, 2002, among EMC Mortgage Corporation, a Delaware corporation (the "Assignor"), Bank One, National Association, as trustee (in such capacity the "Trustee") for the holders of Bear Stearns Asset-Backed Securities Trust 2002-1, Asset-Backed Certificates, Series 2002-1 (the "Assignee"), and Wells Fargo Home Mortgage, Inc. (the "Company"):

INDEMNIFICATION AND CONTRIBUTION AGREEMENT
Indemnification and Contribution Agreement • April 11th, 2002 • Bear Stearns Asset Backed Securities Inc • Asset-backed securities • New York

AGREEMENT, dated March 27, 2002 (this "Agreement"), among Bear Stearns Asset Backed Securities, Inc., a Delaware corporation ("BSABS"), EMC Mortgage Corporation, a Delaware corporation (the "Seller"), Bear, Stearns & Co. Inc., as an underwriter ("Bear Stearns"), and First Union Securities, Inc., as an underwriter ("Wachovia," and together with Bear Stearns, the "Underwriters").

BEAR STEARNS ASSET BACKED SECURITIES, INC., Depositor EMC MORTGAGE CORPORATION, Seller and Master Servicer WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, Master Servicer and Securities Administrator and BANK ONE, NATIONAL ASSOCIATION Trustee
Pooling and Servicing Agreement • April 11th, 2002 • Bear Stearns Asset Backed Securities Inc • Asset-backed securities • New York

POOLING AND SERVICING AGREEMENT, dated as of March 1, 2002, among BEAR STEARNS ASSET BACKED SECURITIES, INC., a Delaware corporation, as depositor (the "Depositor"), EMC MORTGAGE CORPORATION, a Delaware corporation, as seller (in such capacity, the "Seller") and as a master servicer (in such capacity, the "EMC Master Servicer" or a "Master Servicer"), WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION, a national banking association, as a master servicer (in such capacity, the "Wells Master Servicer" or a "Master Servicer," and together with the EMC Master Servicer, the "Master Servicers") and as securities administrator (in such capacity, the "Securities Administrator") and BANK ONE, NATIONAL ASSOCIATION, a national banking association, as trustee (the "Trustee").

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