OPTEUM MORTGAGE ACCEPTANCE CORPORATION $___________ (Approximately) Mortgage Pass-Through Certificates, Series 20_- Class R $____________ _% Class A $__________ _% UNDERWRITING AGREEMENT [Underwriter] Ladies and Gentlemen:...

EXHIBIT 1.1

OPTEUM MORTGAGE ACCEPTANCE CORPORATION

$_____________ (Approximately)

Mortgage Pass-Through Certificates, Series 20___-__

Class R $________________ _____%

Class A $________________ _____%

UNDERWRITING AGREEMENT

______________, 20__

[Underwriter]

___________________

Ladies and Gentlemen:

Opteum Mortgage Acceptance Corporation, a Delaware corporation (the

"Company"), proposes to sell to you (also referred to herein as the

"Underwriter") Mortgage Pass-Through Certificates, Series 20__-_, Class A and

Class R Certificates other than a de minimis portion thereof (collectively, the

"Certificates"), having the aggregate principal amounts and Pass-Through Rates

set forth above. The Certificates, together with the Class M and Class B

Certificates of the same series, will evidence the entire beneficial interest in

the Trust Fund (as defined in the Pooling and Servicing Agreement referred to

below) consisting primarily of a pool (the "Pool") of conventional, fixed-rate,

one- to four- family residential mortgage loans (the "Mortgage Loans") as

described in the Prospectus Supplement (as hereinafter defined) to be sold by

the Company. A de minimis portion of the Class R Certificates will not be sold

xxxxxxxxx and will be held by the Trustee.

The Certificates will be issued pursuant to a pooling and servicing

agreement (the "Pooling and Servicing Agreement") to be dated as of

________________________, 20__ (the "Cut-off Date") among the Company, as

seller, ______________________________, as master servicer ("Master Servicer"),

and ______________________________, as trustee (the "Trustee"). The Certificates

are described more fully in the Basic Prospectus and the Prospectus Supplement

(each as hereinafter defined) which the Company has furnished to you.

1. REPRESENTATIONS WARRANTIES AND COVENANTS.

1.1 The Company represents and warrants to, and agrees with you that:

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

(the "Commission") a registration statement (No. 333-________) on Form S-3

for the registration under the Securities Act of 1933, as amended (the

"Act"), of Mortgage Pass-Through Certificates (issuable in series),

including the Certificates, which registration statement has become

effective, and a copy of which, as amended to the date hereof, has

heretofore been delivered to you. The Company proposes to file with the

Commission pursuant to Rule 424(b) under the rules and regulations of the

Commission under the Act (the "1933 Act Regulations") a supplement dated

________________. 20__ (the "Prospectus Supplement"), to the prospectus

dated ______________, 20__ (the "Basic Prospectus"), relating to the

Certificates and the method of distribution thereof. Such registration

statement (No. 333-________) including exhibits thereto and any information

incorporated therein by reference, as amended at the date hereof, is

hereinafter called the "Registration Statement"; and the Basic Prospectus

and the Prospectus Supplement and any information incorporated therein by

reference, together with any amendment thereof or supplement thereto

authorized by the Company on or prior to the Closing Date for use in

connection with the offering of the Certificates, are hereinafter called

the "Prospectus". The Company prepared a Free Writing Prospectus containing

substantially all information that will appear in the Prospectus Supplement

and minus specific sections including the "Method of Distribution" section

(such Free Writing Prospectus, together with the Basic Prospectus, the

"Definitive Free Writing Prospectus").

(b) The Registration Statement has become effective, and the

Registration Statement as of the effective date (the "Effective Date"), and

the Prospectus, as of the date of the Prospectus Supplement, complied in

all material respects with the applicable requirements of the Act and the

1933 Act Regulations; and the Registration Statement, as of the Effective

Date, did not contain any untrue statement of a material fact and did not

omit to state any material fact required to be stated therein or necessary

to make the statements therein not misleading and the Prospectus, as of the

date of the Prospectus Supplement, did not, and as of the Closing Date will

not, contain an untrue statement of a material fact and did not and will

not omit 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; provided, however, that the Company makes no representations or

warranties as to the information contained in or omitted from the

Registration Statement or the Prospectus or any amendment thereof or

supplement thereto relating to the information identified in Exhibit D (the

"Excluded Information"); and provided, further, that the Company makes no

representations or warranties as to either (i) any information in any

Computational Materials or ABS Term Sheets (each as hereinafter defined)

required to be provided by the Underwriter to the Company pursuant to

Section 4.2, except to the extent of any information set forth therein that

constitutes Pool Information (as defined below), or (ii) as to any

information contained in or omitted from the portions of the Prospectus

identified in Exhibit E (the "Underwriter Information"). In addition, any

Issuer Information (as defined below) contained in the Definitive Free

Writing Prospectus, as of the date thereof and as of the time of each

Contract of Sale occurring prior to the time that Prospectus Supplement

first becomes available for use by the Underwriter, did not contain an

untrue statement of a material fact and did not omit 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. The Effective

Date shall mean the earlier of the date by which the Prospectus Supplement

is first used and the time of the first Contract of Sale to which such

Prospectus Supplement relates. As used herein, "Pool Information" means

information with respect to the characteristics of the Mortgage Loans and

administrative and servicing fees, as provided by or on behalf of the

Company to the Underwriter in final form and set forth in the Prospectus

Supplement. The Company acknowledges that, except for any Computational

Materials, the Underwriter Information constitutes the only information

furnished in writing by you or on your behalf for use in connection with

the preparation of the Registration Statement, any preliminary prospectus

or the Prospectus, and you confirm that the Underwriter Information is

correct.

a corporation in good standing under the laws of the State of Delaware and

has the requisite corporate power to own its properties and to conduct its

business as presently conducted by it.

(d) The Company is not, as of the date upon which it delivers the

Definitive Free Writing Prospectus, an Ineligible Issuer, as such term is

defined in Rule 405 of the 1933 Act Regulations.

(e) This Agreement has been duly authorized, executed and delivered by

the Company.

(f) As of the Closing Date (as defined herein), the Certificates and

the Pooling and Servicing Agreement will conform in all material respects

to the description thereof contained in the Prospectus and the

representations and warranties of the Company in the Pooling and Servicing

Agreement will be true and correct in all material respects.

1.2 The Underwriter represents and warrants to and agrees with the Company

that:

(a) No purpose of the Underwriter relating to the purchase of any of

the Class R Certificates by the Underwriter is or will be to enable the

Company to impede the assessment or collection of any tax.

(b) The Underwriter has no present knowledge or expectation that it

will be unable to pay any United States taxes owed by it so long as any of

the Certificates remain outstanding.

will become insolvent or subject to a bankruptcy proceeding for so long as

any of the Certificates remain outstanding.

(d) No purpose of the Underwriter relating to any sale of any of the

Class R Certificates by the Underwriter will be to enable it to impede the

assessment or collection of tax. In this regard, the Underwriter hereby

represents to and for the benefit of the Company that the Underwriter

intends to pay taxes associated with holding the Class R Certificates, as

they become due, fully understanding that it may incur tax liabilities in

excess of any cash flows generated by the Class R Certificates.

(e) The Underwriter will, in connection with any transfer it makes of

any of the Class R Certificates, obtain from its transferee the affidavit

required by Section 5.02(i)(B)(1) of the Pooling and Servicing Agreement,

will not consummate any such transfer if it knows or believes that any

representation contained in such affidavit is false and will provide the

Trustee with the Certificate required by Section 5.02(i)(B)(2) of the

Pooling and Servicing Agreement.

(f) The Underwriter hereby certifies that (i) with respect to any

classes of Certificates issued in authorized denominations or Percentage

Interests of less than $25,000 or 20%, as the case may be, the fair market

value of each such Certificate sold to any person on the date of initial

sale thereof by the Underwriter will not be less than $100,000, and (ii)

with respect to each class of Certificates to be maintained on the

book-entry records of The Depository Trust Company ("DTC"), the interest in

each such class of Certificates sold to any person on the date of initial

sale thereof by the Underwriter shall not be less than an initial

Certificate Principal Balance of $25,000.

(g) The Underwriter represents that it has in place, and covenants

that it shall maintain, internal controls and procedures which it

reasonably believes to be sufficient to ensure full compliance with all

applicable legal requirements with respect to the generation and use of

Free Writing Prospectuses in connection with the offering of the

Certificates.

(h) The Underwriter will use its best reasonable efforts to cause Cede

& Co. to issue a commitment letter, prior to the Closing Date, to DTC

stating that Cede & Co. will value the DTC Registered Certificates

(hereinafter defined) on an ongoing basis subsequent to the Closing Date.

(i) The Underwriter will have funds available at ___________________

___, in the Underwriter's account at such bank at the time all documents

are executed and the closing of the sale of the Certificates is completed,

except for the transfer of funds and the delivery of the Certificates. Such

funds will be available for immediate transfer into the account of the

Company maintained at such bank.

(j) As of the date hereof and as of the Closing Date, the Underwriter

has complied with all of its obligations hereunder. With respect to all

Free Writing Prospectuses, other than the Definitive Free Writing

Prospectus, provided by the Underwriter to any investor, if any, such Free

Writing Prospectuses are accurate in all material respects (taking into

account the assumptions explicitly set forth in the Free Writing

Prospectuses, except to the extent of any errors therein that are caused by

errors in the Pool Information, and except for any Issuer Information

therein). The Free Writing Prospectuses, other than the Definitive Free

Writing Prospectus, provided by the Underwriter to the Company pursuant to

Section 4.4 constitute a complete set of all such Free Writing Prospectuses

furnished to any investor by such Underwriter in connection with the

offering of any Certificates, other than any Underwriter Derived

Information.

1.3 The Underwriter covenants and agrees to pay directly, or reimburse the

Company upon demand for (i) any and all taxes (including penalties and interest)

owed or asserted to be owed by the Company as a result of a claim by the

Internal Revenue Service that the transfer of any of the Class R Certificates to

the Underwriter hereunder or any transfer thereof by the Underwriter may be

disregarded for federal tax purposes and (ii) any and all losses, claims,

damages and liabilities, including attorney's fees and expenses, arising out of

any failure of the Underwriter to make payment or reimbursement in connection

with any such assertion as required in (i) above. In addition, the Underwriter

acknowledges that on the Closing Date immediately after the transactions

described herein it will be the owner of the Class R Certificates for federal

tax purposes, and the Underwriter covenants that it will not assert in any

proceeding that the transfer of the Class R Certificates from the Company to the

Underwriter should be disregarded for any purpose.

2. PURCHASE AND SALE. Subject to the terms and conditions and in reliance

upon the representations and warranties herein set forth, the Company agrees to

sell to you, and you agree to purchase from the Company, the Certificates (other

than for a de minimis portion of the Class R Certificates, which shall be

transferred by the Company to the Trustee) at a price equal to ___% of the

aggregate principal balance of the Certificates as of the Closing Date. There

will be added to the purchase price of the Certificates an amount equal to

interest accrued thereon from the Cut-off Date to but not including the Closing

Date. The purchase price for the Certificates was agreed to by the Company in

reliance upon the transfer from the Company to the Underwriter of the tax

liabilities associated with the ownership of the Class R Certificates.

3. DELIVERY AND PAYMENT. Delivery of and payment for the Certificates shall

be made at the office of SNR Xxxxxx US LLP at 10:00 a.m., New York time,

on ____________, 20___ or such later date as you shall designate, which date and

time may be postponed by agreement between you and the Company (such date and

time of delivery and payment for the Certificates being herein called the

"Closing Date"). Delivery of the Certificates (except for the Class R

Certificates (the "Definitive Certificates")) shall be made to you through the

Depository Trust Company ("DTC") (such Certificates, the "DTC Registered

Certificates"), and delivery of the Definitive Certificates shall be made in

registered, certified form, in each case against payment by you of the purchase

price thereof to or upon the order of the Company by wire transfer in

immediately available funds. The Definitive Certificates shall be registered in

such names and in such denominations as you may request not less than two

business days in advance of the Closing Date. The Company agrees to have the

Definitive Certificates available for inspection, checking and packaging by you

in New York, New York not later than 1:00 p.m. on the business day prior to the

Closing Date.

4. OFFERING BY UNDERWRITER.

4.1 It is understood that the Underwriter propose to offer the Certificates

for sale to the public as set forth in the Prospectus and that the Underwriter

will not offer, sell or otherwise distribute the Certificates (except for the

sale thereof in exempt transactions) in any state in which the Certificates are

not exempt from registration under Blue Sky laws or state securities laws

(except where the Certificates will have been qualified for offering and sale at

your direction under such Blue Sky laws or state securities laws). Prior to the

date of the first contract of sale made based on the Definitive Free Writing

Prospectus, you have not offered, pledged, sold, disposed of or otherwise

transferred any Certificate or any security backed by the Mortgage Loans, any

interest in any Certificate or such security or any Mortgage Loan except as set

forth in Section 4.2.

4.2 It is understood that the Underwriter will solicit offers to purchase

the Certificates as follows:

(a) Prior to the time you have received the Definitive Free Writing

Prospectus you may, in compliance with the provisions of this Agreement,

solicit offers to purchase Certificates; provided, that you shall not

accept any such offer to purchase a Certificate or any interest in any

Certificate or Mortgage Loan or otherwise enter into any Contract of Sale

for any Certificate, any interest in any Certificate or any Mortgage Loan

prior to the investor's receipt of Definitive Free Writing Prospectus.

(b) Any Free Writing Prospectus (other than the Definitive Free

Writing Prospectus) relating to the Certificates used by the Underwriter in

compliance with the terms of this Agreement prior to the time such

Underwriter has entered into a Contract of Sale for Certificates shall

prominently set forth substantially the following statement:

The information in this free writing prospectus is

preliminary, and will be superseded by the Definitive Free

Writing Prospectus. This free writing prospectus is being

delivered to you solely to provide you with information about

the offering of the Certificates referred to in this free

writing prospectus and to solicit an offer to purchase the

Certificates, when, as and if issued. Any such offer to

purchase made by you will not be accepted and will not

constitute a contractual commitment by you to purchase any of

the Certificates until we have accepted your offer to purchase

Certificates. We will not accept any offer by you to purchase

Certificates, and you will not have any contractual commitment

to purchase any of the Certificates until after you have

received the Definitive Free Writing Prospectus. You may

withdraw your offer to purchase Certificates at any time prior

to our acceptance of your offer.

"Written Communication" has the same meaning as that term is defined in Rule 405

of the 1933 Act Regulations.

the Underwriter in connection with marketing the Certificates, including

the Definitive Free Writing Prospectus, shall prominently set forth

substantially the following statement:

The Certificates referred to in these materials are being sold

when, as and if issued. You are advised that Certificates may

not be issued that have the characteristics described in these

materials. Our obligation to sell such Certificates to you is

conditioned on the mortgage loans and certificates having the

characteristics described in these materials. If for any

reason we do not deliver such Certificates, we will notify

you, and neither the issuer nor any underwriter will have any

obligation to you to deliver all or any portion of the

Certificates which you have committed to purchase, and none of

the issuer nor any underwriter will be liable for any costs or

damages whatsoever arising from or related to such

non-delivery.

4.3 It is understood that you will not enter into a Contract of Sale with

any investor until the investor has received the Definitive Free Writing

Prospectus. For purposes of this Agreement, Contract of Sale has the same

meaning as in Rule 159 of the 1933 Act Regulations and all Commission guidance

relating to Rule 159, including without limitation the Commission's statement in

Securities Act Release No. 33-8501 that "a contract of sale can occur under the

federal securities laws before there is a bilateral contract under state law,

for example when a purchaser has taken all actions necessary to be bound but a

seller's obligations remain conditional under state law." The Definitive Free

Writing Prospectus shall prominently set forth the following statement:

This Definitive Free Writing Prospectus supersedes

the information in any free writing prospectus

previously delivered in connection with this

offering, to the extent that this Definitive Free

Writing Prospectus is inconsistent with any

information in any free writing prospectus delivered

in connection with this offering.

4.4 It is understood that you may prepare and provide to prospective

investors certain Free Writing Prospectuses (as defined below), subject to the

following conditions:

(a) Unless preceded or accompanied by a prospectus satisfying the

requirements of Section 10(a) of the Act, the Underwriter shall not convey

or deliver any Written Communication to any person in connection with the

initial offering of the Certificates, unless such Written Communication

either (i) is made in reliance on Rule 134 under the Act, (ii) constitutes

a prospectus satisfying the requirements of Rule 430B under the Act, (iii)

is the Definitive Free Writing Prospectus, or (iv) both (1) constitutes a

Free Writing Prospectus (as defined below) used in reliance on Rule 164 and

(2) includes only information that is within the definition of ABS

Informational and Computational Materials as defined in Item 1100 of

Regulation AB.

(b) The Underwriter shall comply in all material respects with all

applicable laws and regulations in connection with the use of Free Writing

Prospectuses, including but not limited to Rules 164 and 433 of the 1933

Act Regulations and all Commission guidance relating to Free Writing

Prospectuses, including but not limited to Commission Release No. 33-8591.

meaning given such term in Rules 405 and 433 of the 1933 Act Regulations.

"Issuer Information" shall mean information included in a Free Writing

Prospectus that both (i) is within the types of information specified in

clauses (1) to (5) of footnote 271 of Commission Release No. 33-8591

(Securities Offering Reform) as shown in Exhibit G hereto and (ii) has been

either prepared by, or has been reviewed and approved by, the Company as

evidenced by oral, electronic or written communication by it or through its

attorneys. "Underwriter Derived Information" shall refer to information of

the type described in clause (5) of such footnote 271 when prepared by the

Underwriter.

(d) All Free Writing Prospectuses provided to prospective investors,

whether or not filed with the Commission, shall bear a legend on each page

including the following statement:

"THE DEPOSITOR HAS FILED A REGISTRATION STATEMENT

(INCLUDING A PROSPECTUS) WITH THE SEC FOR THE

OFFERING TO WHICH THIS COMMUNICATION RELATES. BEFORE

YOU INVEST, YOU SHOULD READ THE PROSPECTUS IN THAT

REGISTRATION STATEMENT AND OTHER DOCUMENTS THE ISSUER

HAS FILED WITH THE SEC FOR MORE COMPLETE INFORMATION

ABOUT THE ISSUER AND THE OFFERING. YOU MAY GET THESE

DOCUMENTS AT NO CHARGE BY VISITING XXXXX ON THE SEC

WEB SITE AT XXX.XXX.XXX. ALTERNATIVELY, THE ISSUER,

ANY UNDERWRITER OR ANY DEALER PARTICIPATING IN THE

OFFERING WILL ARRANGE TO SEND YOU THE PROSPECTUS AT

NO CHARGE IF YOU REQUEST IT BY CALLING TOLL-FREE

1-8[XX-XXX-XXXX].

The Company shall have the right to require additional specific legends

or notations to appear on any Free Writing Prospectus, the right to

require changes regarding the use of terminology and the right to

determine the types of information appearing therein.

(e) The Underwriter shall have delivered to the Company, no later than

two business days prior to the proposed date of first use thereof, (i) any

Free Writing Prospectus prepared by or on behalf of that Underwriter that

contains any information that, if reviewed and approved by the Company,

would be Issuer Information, and (ii) any Free Writing Prospectus or

portion thereof that contains only a description of the final terms of the

Certificates after such terms have been established for all classes of

Certificates being publicly offered. No Information in any Free Writing

Prospectus shall consist of information of a type that is not included

within the definition of ABS Informational and Computational Materials. To

facilitate filing to the extent required by Section 5.10 or 5.11, as

applicable, all Underwriter Derived Information shall be set forth in a

document separate from the document including Issuer Information. All Free

Writing Prospectuses prepared by the Underwriter that are required to be

delivered to the Company under this subsection (e), (i) must be approved by

the Company before such Underwriter provides the Free Writing Prospectus to

investors pursuant to the terms of this Agreement (such approval to be

evidenced as set forth in Section 4.4(c)(ii)), and (ii) shall be provided

by such Underwriter to the Company, for filing as provided in Section 5.10

in the format as required by the Company.

(f) None of the information in the Free Writing Prospectuses may

conflict with the information contained in the Prospectus or the

Registration Statement.

(g) The Company shall not be obligated to file any Free Writing

Prospectuses that have been determined to contain any material error or

omission, unless the Company is required to file the Free Writing

Prospectus pursuant to Section 5.10 below. In the event that the

Underwriter possesses actual knowledge that, as of the date on which an

investor entered into an agreement to purchase any Certificates, any Free

Writing Prospectus prepared by or on behalf of such Underwriter and

delivered to such investor contained any untrue statement of a material

fact or omitted to state a material fact necessary in order to make the

statements contained therein, in light of the circumstances under which

they were made, not misleading (such Free Writing Prospectus, a "Defective

Free Writing Prospectus"), that Underwriter shall notify the Company

thereof as soon as practical but in any event within one business day after

discovery.

(h) If the Underwriter do not provide any Free Writing Prospectuses to

the Company pursuant to subsection (e) above, the Underwriter shall be

deemed to have represented, as of the Closing Date, that they did not

provide any prospective investors with any information in written or

electronic form in connection with the offering of the Certificates that is

required to be filed with the Commission by the Company as a Free Writing

Prospectus (other than the Definitive Free Writing Prospectus) in

accordance with the 1933 Act Regulations. Information not required to be

filed shall include a Free Writing Prospectus containing solely Underwriter

Derived Information.

(i) In the event of any delay in the delivery by the Underwriter to

the Company of any Free Writing Prospectuses required to be delivered in

accordance with subsection (e) above, or in the delivery of the

accountant's comfort letter in respect thereof, the Company shall have the

right to delay the release of the Prospectus to investors or to the

Underwriter, to delay the Closing Date and to take other appropriate

actions in each case as necessary in order to allow the Company to comply

with its agreement set forth in Section 5.10 to file the Free Writing

Prospectuses by the time specified therein.

(j) The Underwriter represents that it has in place, and covenants

that it shall maintain internal controls and procedures which it reasonably

believes to be sufficient to ensure full compliance with all applicable

legal requirements of the 1933 Act Regulations with respect to the

generation and use of Free Writing Prospectuses in connection with the

offering of the Certificates. In addition, the Underwriter shall, for a

period of at least three years after the date hereof, maintain written

and/or electronic records of the following:

(i) Any written communications in respect of the Certificates not

deemed a Prospectus or a Free Writing Prospectus because its content

is limited to the statements permitted by Rule 134 of the Securities

Act;

(ii) any Free Writing Prospectus used to solicit offers to

purchase Certificates;

(iii) regarding each Free Writing Prospectus delivered to a

prospective investor, the date of such delivery and identity of such

prospective investor;

(iv) regarding each offer to purchase Certificates received by

such Underwriter, the identity of the offeror, the date the offer was

made and the proposed terms and allocation of the Certificates offered

to be purchased; and

(v) regarding each Contract of Sale entered into by such

Underwriter, the date, identity of the investor and the terms of such

Contract of Sale, including the amount and price of Certificates

subject to such Contract of Sale.

(k) The Underwriter covenants with the Company that after the final

Prospectus is available that Underwriter shall not distribute any written

information concerning the Certificates to a prospective investor unless

such information is preceded or accompanied by the final Prospectus.

(l) The Underwriter agrees to provide written notice to the Company of

the date it first enters into any Contract of Sale for a Certificate.

4.5 The Underwriter further agrees that on or prior to the sixth day after

the Closing Date, such Underwriter shall provide the Company with a certificate,

substantially in the form of Exhibit F attached hereto, setting forth (i) in the

case of each class of Certificates purchased by such Underwriter, (a) if less

than 10% of the aggregate principal balance or notional amount, as applicable,

of such class of Certificates has been sold to the public as of such date, the

value calculated pursuant to clause (b)(iii) of Exhibit F hereto, or, (b) if 10%

or more of such class of Certificates has been sold to the public as of such

date but no single price is paid for at least 10% of the aggregate principal

balance or notional amount, as applicable of such class of Certificates, then

the weighted average price at which the Certificates of such class were sold

expressed as a percentage of the principal balance or notional amount, as

applicable, of such class of Certificates sold, or (c) the first single price at

which at least 10% of the aggregate principal balance or notional amount, as

applicable, of such class of Certificates was sold to the public, (ii) the

prepayment assumption used in pricing such Certificates, and (iii) such other

information as to matters of fact as the Company may reasonably request to

enable it to comply with its reporting requirements with respect to such

Certificates to the extent such information can in the good faith judgment of

such Underwriter be determined by it.

4.6 The Underwriter further agrees that (i) it will include in every

confirmation sent out the notice required by Rule 173 informing the investor

that the sale was made pursuant to the Registration Statement and that the

investor may request a copy of the Prospectus from such Underwriter; (ii) if a

paper copy of the Prospectus is requested by a person who receives a

confirmation, such Underwriter shall deliver a paper copy of such Prospectus;

(iii) if an electronic copy of the Prospectus is delivered by the Underwriter

for any purpose, such copy shall be the same electronic file containing the

Prospectus in the identical form transmitted electronically to such Underwriter

by or on behalf of the Company specifically for use by such Underwriter pursuant

to this Section 4.6; for example, if the Prospectus is delivered to the

Underwriter by or on behalf of the Company in a single electronic file in .pdf

format, then such Underwriter will deliver the electronic copy of the Prospectus

in the same single electronic file in .pdf format; and (iv) it has not used, and

during the period for which it has an obligation to deliver a "prospectus" (as

defined in Section 2(a)(10) of the Act) relating to the Certificates (including

any period during which you have such delivery obligation in its capacity as a

"dealer" (as defined in Section 2(a)(12) of the Act)) it will not use any

internet website or electronic media containing information for prospective

investors, including any internet website or electronic media maintained by

third parties, in connection with the offering of the Certificates, except in

compliance with applicable laws and regulations. The Underwriter further agrees

that (i) if it delivers to an investor the Prospectus in .pdf format, upon such

Underwriter's receipt of a request from the investor within the period for which

delivery of the Prospectus is required, such Underwriter will promptly deliver

or cause to be delivered to the investor, without charge, a paper copy of the

Prospectus and (ii) it will provide to the Company any Free Writing

Prospectuses, or 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

Microsoft Word(R) or Microsoft Excel(R) format and not in a PDF, except to the

extent that the Company, in its sole discretion, waives such requirements.

4.7 In the event that the Underwriter uses a road show (as defined in Rule

433) in connection with the offering of the Certificates, all information in the

road show will be provided orally only, and not as a Written Communication. The

Underwriter agrees that any slideshow used in connection with a road show (i)

will only be provided as part of the road show and not separately, (ii) if

handed out at any meeting as a hard copy, will be retrieved prior to the end of

the meeting, and (iii) will otherwise be used only in a manner that does not

cause the slideshow to be treated as a Free Writing Prospectus.

5. Agreements. The Company agrees with you that:

5.1 Before amending or supplementing the Registration Statement or the

Prospectus with respect to the Certificates, the Company will furnish you with a

copy of each such proposed amendment or supplement.

5.2 The Company will cause the Prospectus Supplement to be transmitted to

the Commission for filing pursuant to Rule 424(b) under the Act by means

reasonably calculated to result in filing with the Commission pursuant to said

rule.

5.3 If, during the period after the first date of the public offering of

the Certificates in which a prospectus relating to the Certificates is required

to be delivered under the Act, any event occurs as a result of which it is

necessary to amend or supplement the Prospectus, as then amended or

supplemented, in order to make the statements therein, in the light of the

circumstances when the Prospectus is delivered to a purchaser, not misleading,

or if it shall be necessary to amend or supplement the Prospectus to comply with

the Act or the 1933 Act Regulations, the Company promptly will prepare and

furnish, at its own expense, to you, either amendments or supplements to the

Prospectus so that the statements in the Prospectus as so amended or

supplemented will not, in the light of the circumstances when the Prospectus is

delivered to a purchaser, be misleading or so that the Prospectus will comply

with law.

5.4 If the Company or any Underwriter reasonably determines that any

Written Communication or oral statement in connection with the offering of the

Certificates contains an untrue statement of material fact or omits to state a

material fact necessary to make the statements, in light of the circumstances

under which they were made, not misleading at the time that a Contract of Sale

was entered into when taken together with all information that was conveyed to

any person with whom a Contract of Sale was entered into, and then the

Underwriter shall provide any such person with the following:

(a) Adequate disclosure of the contractual arrangement;

(b) Adequate disclosure of the person's rights under the existing

Contract of Sale at the time termination is sought;

correct the misstatements or omissions in the information given at the time

of the original Contract of Sale; and

(d) A meaningful ability to elect to terminate or not terminate the

prior Contract of Sale and to elect to enter into or not enter into a new

Contract of Sale.

5.5 The Company will furnish to you, without charge, a copy of the

Registration Statement (including exhibits thereto) and, so long as delivery of

a prospectus by an underwriter or dealer may be required by the Act, as many

copies of the Prospectus, any documents incorporated by reference therein and

any amendments and supplements thereto as you may reasonably request.

5.6 The Company agrees, so long as the Certificates shall be outstanding,

or until such time as you shall cease to maintain a secondary market in the

Certificates, whichever first occurs, to deliver to you the annual statement as

to compliance delivered to the Trustee pursuant to Section 3.19 of the Pooling

and Servicing Agreement and the annual statement of a firm of independent public

accountants furnished to the Trustee pursuant to Section 3.20 of the Pooling and

Servicing Agreement, as soon as such statements are furnished to the Company.

5.7 The Company will endeavor to arrange for the qualification of the

Certificates for sale under the laws of such jurisdictions as you may reasonably

designate and will maintain such qualification in effect so long as required for

the initial distribution of the Certificates; provided, however, that the

Company shall not be required to qualify to do business in any jurisdiction

where it is not now so qualified or to take any action that would subject it to

general or unlimited service of process in any jurisdiction where it is not now

so subject.

5.8 If the transactions contemplated by this Agreement are consummated, the

Company will pay or cause to be paid all expenses incident to the performance of

the obligations of the Company under this Agreement, and will reimburse you for

any reasonable expenses (including reasonable fees and disbursements of counsel)

reasonably incurred by you in connection with qualification of the Certificates

for sale and determination of their eligibility for investment under the laws of

such jurisdictions as you have reasonably requested pursuant to Section 5.6

above and the printing of memoranda relating thereto, for any fees charged by

investment rating agencies for the rating of the Certificates, and for expenses

incurred in distributing the Prospectus (including any amendments and

supplements thereto) to the Underwriter. Except as herein provided, you shall be

responsible for paying all costs and expenses incurred by you, including the

fees and disbursements of your counsel, in connection with the purchase and sale

of the Certificates.

5.9 If, during the period after the Closing Date in which a prospectus

relating to the Certificates is required to be delivered under the Act, the

Company receives notice that a stop order suspending the effectiveness of the

Registration Statement or preventing the offer and sale of the Certificates is

in effect, the Company will advise you of the issuance of such stop order.

5.10 The Company shall file, to the extent required to be filed, any Free

Writing Prospectus prepared by the Company (including the Definitive Free

Writing Prospectus), and any Issuer Information contained in any Free Writing

Prospectus provided to it by the Underwriter under Section 4.4(e), not later

than the date of first use of the Free Writing Prospectus, except that:

(a) As to any Free Writing Prospectus or portion thereof required to

be filed that contains only the description of the final terms of the

Certificates after such terms have been established for all classes of

Certificates being publicly offered, such Free Writing Prospectus or

portion thereof may be filed by the Company within two days of the later of

the date such final terms have been established for all classes of

Certificates being publicly offered and the date of first use; and

(b) Notwithstanding clause (a) above, as to any Free Writing

Prospectus or portion thereof required to be filed that contains only

information of a type included within the definition of ABS Informational

and Computational Materials, the Company shall file such Free Writing

Prospectus or portion thereof within the later of two business days after

any Underwriter first provides this information to investors and the date

upon which the Company is required to file the Prospectus Supplement with

the Commission pursuant to Rule 424(b)(3) of the Act;

provided further, that prior to such use of any Free Writing Prospectuses by the

Company, the Underwriter must comply with its obligations pursuant to Section

4.4 and that the Company shall not be required to file any Free Writing

Prospectus that does not contain substantive changes from or additions to a Free

Writing Prospectus previously filed with the Commission.

5.11 The Underwriter shall file any Free Writing Prospectus (other than a

Free Writing Prospectus that is covered by Section 5.10) that has been

distributed by such Underwriter in a manner that could lead to its broad,

unrestricted dissemination not later than the date of first use, provided that

if that Free Writing Prospectus contains only information of a type included

within the definition of ABS Informational and Computational Materials then such

filing shall be made within the later of two business days after the Underwriter

first provide this information to investors and the date upon which the Company

is required to file the Prospectus Supplement with the Commission pursuant to

Rule 424(b)(3) of the Act; provided further, that the Underwriter shall not be

required to file any Free Writing Prospectus that does not contain substantive

changes from or additions to a Free Writing Prospectus previously filed with the

Commission.

5.12 During the period when a prospectus is required by law to be delivered

in connection with the sale of the Certificates pursuant to this Agreement, the

Issuer will file or cause to be filed, on a timely and complete basis, all

documents that are required to be filed by the Issuer with the Commission

pursuant to Section 13, 14 or 15(d) of the Exchange Act (as defined below).

6. CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITER. The Underwriter's

obligation to purchase the Certificates shall be subject to the following

conditions:

6.1 No stop order suspending the effectiveness of the Registration

Statement shall be in effect, and no proceedings for that purpose shall be

pending or, to the knowledge of the Company, threatened by the Commission; and

the Prospectus Supplement shall have been filed or transmitted for filing, by

means reasonably calculated to result in a filing with the Commission pursuant

to Rule 424(b) under the Act.

6.2 Subsequent to the respective dates as of which information is given in

the Registration Statement and the Prospectus, there shall not have been any

change, or any development involving a prospective change, in or affecting the

business or properties of the Company, ____________________, a ____________ (the

"Seller") or any of their respective affiliates the effect of which, in any

case, is, in that Underwriter's reasonable judgment, so material and adverse as

to make it impracticable or inadvisable to proceed with the offering or the

delivery of the Certificates as contemplated by the Registration Statement and

the Prospectus. All actions required to be taken and all filings required to be

made by the Issuer under the Act and the Exchange Act prior to the sale of the

Certificates shall have been duly taken or made.

6.3 The Company shall have delivered to you a certificate, dated the

Closing Date, of the President or the Executive Vice President of the Company to

the effect that the signer of such certificate has examined this Agreement, the

Prospectus, the Pooling and Servicing Agreement and various other closing

documents, and that, to the best of his or her knowledge after reasonable

investigation:

(a) the representations and warranties of the Company in this

Agreement and in the Pooling and Servicing Agreement are true and correct

in all material respects;

(b) the Company has, in all material respects, complied with all the

agreements and satisfied all the conditions on its part to be performed or

satisfied hereunder at or prior to the Closing Date;

Statement has been issued and no proceedings for that purpose have been

instituted or are contemplated;

(d) subsequent to the respective dates as of which information is

given in the Prospectus, and except as set forth or contemplated in the

Prospectus, there has not been any material adverse change in the general

affairs, business, key personnel, capitalization, financial condition or

results of operations of the Company or the Seller;

(e) except as otherwise stated in the Prospectus, there are no

actions, suits or proceedings pending before any court or governmental

agency, authority or body or, to their knowledge, threatened, against the

Company or the Seller that could reasonably have a material adverse affect

on (i) the Company or the Seller or (ii) the transactions contemplated by

this Agreement; and

(f) attached thereto are true and correct copies of a letter or

letters from one or more nationally recognized statistical rating agencies

confirming that the Certificates have been rated in one of the four highest

grades by each of such agencies rating that class of Certificates and that

such rating has not been lowered since the date of such letter.

6.4 You shall have received the opinions of SNR Xxxxxx US LLP,

special counsel for the Company, dated the Closing Date and substantially to the

effect set forth in Exhibit A and Exhibit B.

6.5 You shall have received from counsel for the Underwriter, an opinion

dated the Closing Date in form and substance satisfactory to the Underwriter.

6.6 The Underwriter shall have received from certified public accountants,

a letter dated the date hereof and satisfactory in form and substance to the

Underwriter and the Underwriter's counsel, to the effect that they have

performed certain specified procedures, all of which have been agreed to by the

Underwriter, as a result of which they determined that certain information of an

accounting, financial or statistical nature set forth in the Definitive Free

Writing Prospectus and the Prospectus Supplement under the captions "Description

of the Mortgage Pool", "Pooling and Servicing Agreement", "Description of the

Certificates" and "Certain Yield and Prepayment Considerations" agrees with the

records of the Company excluding any questions of legal interpretation.

6.7 The Certificates shall have been rated "AAA" by [each of] [Standard &

Poor's Ratings Services] and [Fitch Ratings] and "Aaa" by [Xxxxx'x Investors

Service, Inc.].

6.8 You shall have received the opinion of [Trustee's Counsel], dated the

Closing Date, substantially to the effect set forth in Exhibit C.

6.9 You shall have received from SNR Xxxxxx US LLP, special

counsel to the Company, and from in-house counsel to the Company, reliance

letters with respect to any opinions delivered to [Standard & Poor's Ratings

Services] and [Fitch Ratings] and [Xxxxx'x Investors Service, Inc.].

The Company will furnish you with conformed copies of the

above opinions, certificates, letters and documents as you reasonably request.

7. INDEMNIFICATION AND CONTRIBUTION.

7.1 (a) The Company agrees to indemnify and hold harmless the

Underwriter and each person, if any, who controls the Underwriter within

the meaning of either Section 15 of the Act or Section 20 of the Securities

Exchange Act of 1934, as amended (the "Exchange Act"), from and against any

and all losses, claims, damages, expenses (as incurred) and liabilities to

which the Underwriter or they may become subject under the Act, the

Exchange Act, or other federal or state statutory law or regulation, at

common law or otherwise, insofar as such losses, claims, damages, expenses

or liabilities (or actions in respect thereof) arise out of or are based

upon or are caused by any untrue statement or alleged untrue statement of a

material fact contained in the Definitive Free Writing Prospectus, or in

any Issuer Information contained in any other Free Writing Prospectus, or

in any Underwriter Derived Information to the extent caused by any error in

the Pool Information, or in the Registration Statement for the registration

of the Certificates as originally filed or in any amendment thereof or

other filing incorporated by reference therein, or in the Prospectus or any

amendment thereof or other filing incorporated by reference therein, or

arise out of or are based upon any omission or alleged omission to state

therein a material fact required to be stated therein or necessary to make

the statements therein, in the light of the circumstances under which they

were made, not misleading, and agrees to reimburse each such indemnified

party for any legal or other expenses reasonably incurred by it or him in

connection with investigating or defending any such loss, claim, damage,

liability or action; provided, however, that none of the Company shall be

liable to the Underwriter or any person who controls the Underwriter to the

extent that any misstatement or alleged misstatement or omission or alleged

omission is based upon any information with respect to which the

Underwriter have agreed to indemnify the Company pursuant to Section 7.2.

(b) The Company agrees to indemnify and hold harmless the Underwriter

and each person, if any, who controls the Underwriter within the meaning of

either Section 15 of the Act or Section 20 of the Exchange Act, from and

against any and all losses, claims, damages and liabilities caused by

errors in the Pool Information.

7.2 You agree to indemnify, hold harmless and reimburse the Company, each

of the directors and officers who signed the Registration Statement and any

person controlling the Company or to the same extent as the indemnity set forth

in clause 7.1 above from the Company to the Underwriter; provided, however, that

the Underwriter shall be liable for losses, claims, damages, expenses and

liabilities only to the extent that they arise out of or are based upon (i) the

Underwriter' Information, (ii) any Underwriter Derived Information, except to

the extent of any errors in any Underwriter Derived Information that are caused

by errors in the Pool Information, (iii) any Free Writing Prospectus for which

the conditions set forth in Section 4.4(e) above are not satisfied with respect

to the prior approval by the Company, (iv) any portion of any Free Writing

Prospectus (other than the Definitive Free Writing Prospectus) not constituting

Issuer Information, (v) any liability resulting from your failure to provide any

investor with the Definitive Free Writing Prospectus prior to entering into a

Contract of Sale with such investor or failure to file any Free Writing

Prospectus required to be filed by the Underwriter in accordance with Section

5.11, and (vi) any liability resulting from your failure to comply with Section

4.7 in connection with any road show. This indemnity agreement will be in

addition to any liability which the Underwriter may otherwise have.

7.3 In case any proceeding (including any governmental investigation) shall

be instituted involving any person in respect of which indemnity may be sought

pursuant to either clause 7.1 or 7.2, such person (the "indemnified party")

shall promptly notify the person against whom such indemnity may be sought (the

"indemnifying party") in writing and the indemnifying party, upon request of the

indemnified party, shall retain counsel reasonably satisfactory to the

indemnified party to represent the indemnified party and any others the

indemnifying party may designate in such proceeding and shall pay the reasonable

fees and disbursements of such counsel related to such proceeding. In any such

proceeding, any indemnified party shall have the right to retain its own

counsel, but the reasonable fees and expenses of such counsel shall be at the

expense of such indemnified party unless (1) the indemnifying party and the

indemnified party shall have mutually agreed to the retention of such counsel or

(ii) the named parties to any such proceeding (including any impleaded parties)

include both the indemnifying party and the indemnified party and representation

of both parties by the same counsel would be inappropriate due to actual or

potential differing interests between them. It is understood that the

indemnifying party shall not, in connection with any proceeding or related

proceedings in the same jurisdiction, be liable for the reasonable fees and

expenses of more than one separate firm for all such indemnified parties. Such

firm shall be designated in writing by you, in the case of parties indemnified

pursuant to clause 7. 1 and by the Company, in the case of parties indemnified

pursuant to clause 7.2. The indemnifying party may, at its option, at any time

upon written notice to the indemnified party, assume the defense of any

proceeding and may designate counsel reasonably satisfactory to the indemnified

party in connection therewith provided that the counsel so designated would have

no actual or potential conflict of interest in connection with such

representation. Unless it shall assume the defense of any proceeding the

indemnifying party shall not be liable for any settlement of any proceeding,

effected without its written consent, but if settled with such consent or if

there be a final judgment for the plaintiff, the indemnifying party agrees to

indemnify the indemnified party from and against any loss or liability by reason

of such settlement or judgment. If the indemnifying party assumes the defense of

any proceeding, it shall be entitled to settle such proceeding with the consent

of the indemnified party or, if such settlement provides for release of the

indemnified party in connection with all matters relating to the proceeding

which have been asserted against the indemnified party in such proceeding by the

other parties to such settlement, without the consent of the indemnified party.

7.4 If the indemnification provided for in this Section 7 is unavailable to

an indemnified party under clause 7.1 or 7.2 hereof or insufficient in respect

of any losses, claims, damages or liabilities referred to therein, then the

indemnifying party, in lieu of indemnifying such indemnified party, shall

contribute to the amount paid or payable by such indemnified party as a result

of such losses, claims, damages or liabilities, in such proportion as is

appropriate to reflect not only the relative benefits received by the Company on

the one hand and the Underwriter on the other from the offering of the

Certificates but also the relative fault of the Company on the one hand and of

the Underwriter, on the other in connection with the statements or omissions

which resulted in such losses, claims, damages or liabilities, as well as any

other relevant equitable considerations. The relative fault of the Company on

the one hand and of the Underwriter on the other shall be determined by

reference to, among other things, whether the untrue or alleged untrue statement

of a material fact or the omission or alleged omission to state a material fact

relates to information supplied by the Company or by the Underwriter, and the

parties' relative intent, knowledge, access to information and opportunity to

correct or prevent such statement or omission.

7.5 The Company and the Underwriter agree that it would not be just and

equitable if contribution pursuant to this Section 7 were determined by pro rata

allocation or by any other method of allocation which does not take account of

the considerations referred to in clause 7.4, above. The amount paid or payable

by an indemnified party as a result of the losses, claims, damages and

liabilities referred to in this Section 7 shall be deemed to include, subject to

the limitations set forth above, any legal or other expenses reasonably incurred

by such indemnified party in connection with investigating or defending any such

action or claim except where the indemnified party is required to bear such

expenses pursuant to clause 7.4; which expenses the indemnifying, party shall

pay as and when incurred, at the request of the indemnified party, to the extent

that the indemnifying party believes that it will be ultimately obligated to pay

such expenses. In the event that any expenses so paid by the indemnifying party

are subsequently determined to not be required to be borne by the indemnifying

party hereunder, the party which received such payment shall promptly refund the

amount so paid to the party which made such payment. No person guilty of

fraudulent misrepresentation (within the meaning of Section 11(f) of the Act)

shall be entitled to contribution from any person who was not guilty of such

fraudulent misrepresentation.

7.6 The indemnity and contribution agreements contained in this Section 7

and the representations and warranties of the Company in this Agreement shall

remain operative and in full force and effect regardless (i) any termination of

this Agreement, (ii) any investigation made by the Underwriter or on behalf of

the Underwriter or any person controlling the Underwriter or by or on behalf of

the Company and its respective directors or officers or any person controlling

the Company and (iii) acceptance of and payment for any of the Certificates.

8. TERMINATION. This Agreement shall be subject to termination by notice

given to the Company, if the sale of the Certificates provided for herein is not

consummated because of any failure or refusal on the part of the Company to

comply with the terms or to fulfill any of the conditions of this Agreement, or

if for any reason the Company shall be unable to perform their respective

obligations under this Agreement. If you terminate this Agreement in accordance

with this Section 8, the Company will reimburse you for all reasonable

out-of-pocket expenses (including reasonable fees and disbursements of counsel)

that shall have been reasonably incurred by the Underwriter in connection with

the proposed purchase and sale of the Certificates.

9. CERTAIN REPRESENTATIONS AND INDEMNITIES TO SURVIVE. The respective

agreements, representations, warranties, indemnities and other statements of the

Company or the officers of the Company, and you set forth in or made pursuant to

this Agreement will remain in full force and effect, regardless of any

investigation, or statement as to the results thereof, made by you or on your

behalf or made by or on behalf of the Company or any of its officers, directors

or controlling persons, and will survive delivery of and payment for the

Certificates.

10. NOTICES. All communications hereunder will be in writing and effective

only on receipt, and, if sent to the Underwriter will be mailed, delivered or

telegraphed and confirmed to you at

____________________________________________________, Attention:

_______________________or if sent to the Company, will be mailed, delivered or

telegraphed and confirmed to it at

[___________________________________________________].

11. SUCCESSORS. This Agreement will inure to the benefit of and be binding

upon the parties hereto and their respective successors and the officers and

directors and controlling persons referred to in Section 7 hereof, and their

successors and assigns, and no other person will have any right or obligation

hereunder.

12. APPLICABLE LAW. This Agreement will be governed by and construed in

accordance with the laws of the State of New York.

13. COUNTERPARTS. This Agreement may be executed in any number of

counterparts, of which shall be deemed an original, which taken together shall

constitute one and the same instrument.

If the foregoing is in accordance with your understanding of our

agreement, please sign and return to us a counterpart hereof, whereupon this

letter and your acceptance shall represent a binding agreement between the

Company and you.

Very truly yours,

OPTEUM MORTGAGE

ACCEPTANCE CORPORATION

By:____________________________________

Name:

Title: Chief Executive Officer

The foregoing Underwriting

Agreement is hereby confirmed

and accepted as of the

date first above written.

[NAME OF UNDERWRITER]

By:____________________________________

Name:

Title:

EXHIBIT A

CLOSING OPINION OF SNR XXXXXX US LLP

EXHIBIT B

10B-5 LETTER OF SNR XXXXXX US LLP

EXHIBIT C

OPINIONS OF TRUSTEE’S COUNSEL

EXHIBIT D

EXCLUDED INFORMATION

EXHIBIT E

UNDERWRITER INFORMATION

EXHIBIT F

_______________, 20__

Opteum Mortgage Acceptance Corporation

[*Address]

Re: Opteum Mortgage Acceptance Corporation,

Mortgage Pass-Through Certificates,

Series 20__-__,Class A and Class R

Pursuant to Section 4 of the Underwriting Agreement, dated

_______________ 20__, between Opteum Mortgage Acceptance Corporation and

________________________ (the "Underwriter") relating to the Certificates

referenced above, the undersigned does hereby certify that:

(a) The prepayment assumption used in pricing the Certificates was _____%

[___].

(b) Set forth below is (i) the first price, as a percentage of the

principal balance or notional amount, as applicable, of each class of

Certificates, at which 10% of the aggregate principal balance or

notional amount, as applicable, of each such class of Certificates was

sold to the public at a single price, if applicable, or (ii) if 10% or

more of a class of Certificates have been sold to the public but no

single price is paid for at least 10% of the aggregate principal

balance or notional amount, as applicable, of such class of

Certificates, then the weighted average price at which the

Certificates of such class were sold expressed as a percentage of the

principal balance or notional amount, as applicable, of such class of

Certificates, or (iii) if less than 10% of the aggregate principal

balance or notional amount, as applicable, of a class of Certificates

has been sold to the public, the purchase price for each such class of

Certificates paid by the Underwriter expressed as a percentage of the

principal balance or notional amount, as applicable, of such class of

Certificates calculated by: (1) estimating the fair market value of

each such class of Certificates not sold to the public as of

_________, 20__; (2) adding such estimated fair market value to the

aggregate purchase price of each class of Certificates actually sold

to the public as of such date; (3) dividing each of the fair market

values determined in clause (1) by the sum obtained in clause (2); (4)

multiplying the quotient obtained for each class of Certificates in

clause (3) by the purchase price paid by the Underwriter for all the

Certificates of each class; and (5) for each class of Certificates,

dividing the product obtained for such class of Certificates in clause

(4) by the original principal balance or notional amount, as

applicable, of such class of Certificates:

Certificates: ___________________

[* less than 10% has been sold to the public]

The prices set forth above do not include accrued interest with respect

to periods before closing.

_______________________

By:____________________

Name:__________________

Title:___________________

EXHIBIT G

FOOTNOTE 271 INFORMATION

[Excerpt from Offering Reform adopting release-bold headings added for

convenience of reference]

In the case of asset-backed issuers certain information comprehended within the

definition of ABS informational and computational material is analogous to the

term of securities and is therefore issuer information. For example, we would

expect that the following categories of such material, which are derived from

the definition of ABS informational and computational materials, are generally

issuer information:

(1) STRUCTURAL INFORMATION-factual information regarding the

asset-backed securities being offered and the structure and basic parameters of

the securities, such as the number of classes, seniority, payment priorities,

terms of payment, the tax, ERISA or other legal conclusions of counsel, and

descriptive information relating to each class (e.g., principal amount, coupon,

minimum denomination, price or anticipated price, yield, weighted average life,

credit enhancements, anticipated ratings, and other similar information relating

to the proposed structure of the offering);

(2) COLLATERAL INFORMATION-factual information regarding the pool

assets underlying the asset-backed securities, including origination,

acquisition and pool selection criteria, information regarding any prefunding or

revolving period applicable to the offering, information regarding significant

obligors, data regarding the contractual and related characteristics of the

underlying pool assets (e.g., weighted average coupon, weighted average

maturity, delinquency and loss information and geographic distribution) and

other factual information concerning the parameters of the asset pool

appropriate to the nature of the underlying assets, such as the type of assets

comprising the pool and the programs under which the loans were originated;

(3) KEY PARTIES INFORMATION-identification of key parties to the

transaction, such as servicers, trustees, depositors, sponsors, originators and

providers of credit enhancement or other support, including information about

any such party;

(4) STATIC POOL DATA-static pool data, as referenced in Item 1105 of

Regulation AB [17 CFR 229.1105], such as for the sponsor's and/or servicer's

portfolio, prior transactions or the asset pool itself; and

(5) ISSUER COMPUTATIONAL MATERIAL-to the extent that the information is

provided by the issuer, depositor, affiliated depositor, or sponsor, statistical

information displaying for a particular class of asset-backed securities the

yield, average life, expected maturity, interest rate sensitivity, cash flow

characteristics, total rate of return, option adjusted spread or other financial

or statistical information related to the class or classes under specified

prepayment, interest rate, loss or other hypothetical scenarios. (Where such

information is prepared by the underwriter or dealer, it is not issuer

information, even when derived from issuer information.)

Document Metadata

Table of Contents

OPTEUM MORTGAGE ACCEPTANCE CORPORATION $___________ (Approximately) Mortgage Pass-Through Certificates, Series 20_- Class R $____________ _% Class A $__________ _% UNDERWRITING AGREEMENT [Underwriter] Ladies and Gentlemen:...

Document Metadata

OPTEUM MORTGAGE ACCEPTANCE CORPORATION $_____________ (Approximately) Mortgage Pass-Through Certificates, Series 20___-__ Class R $________________ _____% Class A $________________ _____% UNDERWRITING AGREEMENT [Underwriter] Ladies and Gentlemen:...

Document Metadata

OPTEUM MORTGAGE ACCEPTANCE CORPORATION $___________ (Approximately) Mortgage Pass-Through Certificates, Series 20_- Class R $____________ _% Class A $__________ _% UNDERWRITING AGREEMENT [Underwriter] Ladies and Gentlemen:...