<PAGE> 158

                                                       EXHIBIT 10.2


                            FOURTH AMENDMENT TO
               FIRST AMENDED AND RESTATED WAREHOUSING CREDIT
                           AND SECURITY AGREEMENT


     THIS FOURTH AMENDMENT TO FIRST AMENDED AND RESTATED WAREHOUSING CREDIT
AND SECURITY  AGREEMENT (this  "Amendment") is entered into as of this 25th
day of June 1997, by and between U.S. HOME MORTGAGE CORPORATION,  a Florida
corporation (the "Company") and RESIDENTIAL FUNDING CORPORATION, a Delaware
corporation (the "Lender").

     WHEREAS,  the Company and the Lender have entered into a single family
revolving warehouse facility with a present Commitment Amount of Forty-Five
Million Dollars  ($45,000,000),  to finance the origination and acquisition
of Mortgage Loans as evidenced by a Second Amended and Restated Warehousing
Promissory  Note  in  the  principal  sum  of  Fifty-Five  Million  Dollars
($55,000,000),  dated as of January 2, 1997, a Second  Amended and Restated
Sublimit Promissory Note in the principal sum of Fifty-Five Million Dollars
($55,000,000),  dated as of January 2, 1997 (the  "Notes"),  and by a First
Amended and Restated  Warehousing Credit and Security Agreement dated as of
August 31,  1995,  as the same may have been amended or  supplemented  (the
"Agreement"); and

     WHEREAS,  the  Company  has  requested  the  Lender  to  increase  the
Commitment  Amount,  to amend certain terms of the Agreement,and the Lender
has  agreed  to such  increase  and  amendment  subject  to the  terms  and
conditions of this Amendment.

     NOW,  THEREFORE,  for and in consideration of the foregoing and of the
mutual covenants,  agreements and conditions  hereinafter set forth and for
other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:

     1. All capitalized  terms used herein and not otherwise  defined shall
have their respective meanings set forth in the Agreement.

     2. The effective date ("Effective  Date") of this Amendment shall be 
6/27/97 the date on which the Company has complied with all the terms  and
conditions of this Amendment.

     3.  Section  1.1 of the  Agreement  is hereby  amended  to delete  the
definitions of "Commitment  Amount" and  "Warehousing  Promissory  Note" in
their entirety and to substitute the following in lieu thereof:

         "Commitment Amount" means Sixty-Five Million Dollars
     ($65,000,000).
<PAGE> 159

         "Warehousing   Promissory   Note"  means  the   promissory   note
     evidencing the Company's Obligations with respect to all Advances.

     4.  The definition of "Sublimit Promissory Note" in Section
1.1 of the Agreement shall be deleted in its entirety.

     5.  Section 2.3 of the Agreement shall be deleted in its
entirety and the following shall be substituted in lieu thereof:

         2.3 Note.  The  Company's  Obligations  shall  be evidenced by the
     Third Amended and Restated Warehousing Promissory Note (the "Note") of
     the  Company  substantially  in the form of  Exhibit  A-1.  The  terms
     "Warehousing  Promissory  Note",  "Note" or "Notes" shall include such
     Note and all extensions,  renewals and  modifications of such Note and
     all substitutions  therefor.  All terms and provisions of the Note are
     hereby incorporated herein.

     6.  Exhibit A-1 to the Agreement is deleted in its entirety and Exhibit
A-1 attached to this Amendment is  substituted in lieu thereof.  The Second
Amended and Restated Warehousing Promissory Note is amended and restated in
its  entirety as set forth in the Third  Amended and  Restated  Warehousing
Promissory Note, in the form of Exhibit A-1 attached to this Amendment. All
references in this Amendment and in the Agreement to the Second Amended and
Restated Warehousing  Promissory Note shall be deemed to refer to the Third
Amended and Restated  Warehousing  Promissory  Note delivered in connection
with this Amendment.

     7.  Upon execution and delivery of this Amendment, all Obligations owed
by the Company under the Second  Amended and Restated  Sublimit  Promissory
Note,  dated as of January 2, 1997,  (including,  without  limitation,  the
unpaid  principal  thereunder,  interest  accrued  thereon and fees accrued
under  the  Agreement,  whether  or not yet due and  owing)  as of the date
hereof,  shall be owed under the Third  Amended  and  Restated  Warehousing
Promissory  Note which  shall be deemed to replace  the Second  Amended and
Restated Sublimit Promissory Note.

     8.  The Company shall deliver to the Lender (a) an executed original of
this Amendment;  (b) an executed original of the Third Amended and Restated
Warehousing  Promissory Note; (c) a Certificate of Secretary with Corporate
Resolutions; and (d) a Two Hundred
Fifty Dollar ($250) document production fee.

     9.  The Company represents,  warrants and agrees that (a) there exists
no  Default  or Event of  Default  under the Loan  Documents,  (b) the Loan
Documents  continue  to be the  legal,  valid and  binding  agreements  and
obligations of the Company  enforceable in accordance  with their terms, as
modified  herein,  (c) the Lender is not in  default  under any of the Loan
Documents  and the Company has no offset or defense to its  performance  or
obligations  under  any of the  Loan  Documents,  (d)  the  representations
contained in the Loan  Documents  remain true and accurate in all respects,
and (e)  there  has  been  no  material  adverse  change  in the  financial
condition of the Company from the date of the Agreement to the date of this
Amendment.


<PAGE> 160

    10.  Except as hereby expressly modified, the Agreement shall otherwise
be  unchanged  and shall  remain in full force and effect,  and the Company
ratifies and reaffirms all of its obligations thereunder.

    11.  This Amendment may be executed in any number of  counterparts  and
by the different  parties  hereto on separate  counterparts,  each of which
when so executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the  Company  and the Lender  have  caused  this
Amendment  to be duly  executed  on their  behalf by their duly  authorized
officers as of the day and year above written.


                              U.S. HOME MORTGAGE CORPORATION

                                    By:   /s/  Thomas A. Napoli
                                    --------------------------
                                          Thomas A. Napoli
                                    Its:  Vice President


                              RESIDENTIAL FUNDING CORPORATION,
                              a Delaware corporation

                                    By:   /s/  Donna A. West
                                    -------------------------
                                          Donna A. West
                                    Its:  Vice President


STATE OF Texas  )
                ) ss
COUNTY OF Harris)

     On  June 26 , 1997, before  me, a Notary Public, personally appeared
Thomas A Napoli , the Vice President  of U.S. HOME  MORTGAGE CORPORATION,
a Florida  corporation, personally known  to me (or  proved  to me on the
basis of satisfactory evidence) to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she  executed the
same in his/her authorized capacity, and that by his/her signature on the
instrument the person, or the entity upon behalf of which the person acted,
executed the instrument.

     WITNESS my hand and official seal.


                              /s/  Brenda Grable
                              ------------------
                                   Brenda Grable
                                   Notary Public
  (SEAL)                           My Commission Expires: 7-1-97

<PAGE> 161

STATE OF Florida         )
                         ) ss
COUNTY OF Broward        )

     On June 26, 1997, before me, a  Notary Public, personally appeared
Donna A. West, the  Director  of  RESIDENTIAL  FUNDING  CORPORATION,  a
Delaware corporation, personally known  to me (or  proved  to me on the
basis  of  satisfactory  evidence)  to be  the  person  whose  name  is
subscribed  to the within instrument and acknowledged to me that he/she
executed the same in his/her authorized  capacity,  and that by his/her
signature  on  the instrument the person,  or the entity upon behalf of
which the person acted,  executed the instrument.

     WITNESS my hand and official seal.

                              /s/  Marsha Grabin
                              -------------------
                                   Marsha Grabin
                                   Notary Public
  (SEAL)                           My Commission Expires: 9-15-98


<PAGE> 162


                                                                EXHIBIT A-1

           THIRD AMENDED AND RESTATED WAREHOUSING PROMISSORY NOTE



$65,000,000                                            Date:  June 25, 1997


     FOR VALUE RECEIVED, the undersigned, U.S. HOME MORTGAGE CORPORATION, a
Florida corporation,  (herein called the "Company"), hereby promises to pay
to the order of RESIDENTIAL  FUNDING  CORPORATION,  a Delaware  corporation
(the "Lender" or,  together with its successors and assigns,  the "Holder")
whose principal place of business is 8400 Normandale Lake Blvd., Suite 600,
Minneapolis,  Minnesota  55437,  or at such  other  place as the Holder may
designate  from  time to time,  the  principal  sum of  Sixty-Five  Million
Dollars ($65,000,000) or so much thereof as may be outstanding from time to
time  pursuant to the First  Amended and  Restated  Warehousing  Credit and
Security  Agreement  described below, and to pay interest on said principal
sum or such part thereof as shall remain unpaid from time to time, from the
date of each Advance  until repaid in full,  and all other fees and charges
due  under  the  Agreement,  at the rate and at the  times set forth in the
Agreement.  All  payments  hereunder  shall be made in lawful  money of the
United States and in immediately available funds.

     This Note is given to  evidence  an actual  warehouse  facility in the
above amount and is the  Warehousing  Promissory  Note  referred to in that
certain  First  Amended  and  Restated   Warehousing  Credit  and  Security
Agreement (the "Agreement")  dated August 31, 1995, between the Company and
the Lender,  as the same may be amended or supplemented  from time to time,
and is entitled to the  benefits  thereof.  Reference is hereby made to the
Agreement (which is incorporated  herein by reference as fully and with the
same  effect as if set forth  herein at length)  for a  description  of the
Collateral, a statement of the covenants and agreements, a statement of the
rights and  remedies  and  securities  afforded  thereby and other  matters
contained therein.  Capitalized terms used herein, unless otherwise defined
herein, shall have the meanings given them in the Agreement.

     This Note is given in  replacement  for, and not in  satisfaction  of,
that certain Second Amended and Restated Warehousing  Promissory Note dated
January 2, 1997,  and the Second Amended and Restated  Sublimit  Promissory
Note dated  January 2, 1997,  and  issued by the  Company to  evidence  its
Obligations under the Agreement (the "Existing Note").  All amounts owed by
the Company under the Existing Note  (including,  without  limitation,  the
unpaid  principal  thereunder,  interest  accrued  thereon and fees accrued
under  the  Agreement,  whether  or not yet due and  owing)  as of the date
hereof, shall be owed hereunder.

     This  Note may be  prepaid  in  whole  or in part at any time  without
premium or penalty.


<PAGE> 163

     Should this Note be placed in the hands of attorneys  for  collection,
the Company agrees to pay, in addition to principal and interest,  fees and
charges due under the Agreement, any and all costs of collecting this Note,
including reasonable attorneys' fees and expenses.

     The Company hereby waives demand, notice, protest and presentment.

     This Note shall be construed and enforced in accordance  with the laws
of the State of Minnesota, without reference to its principles of conflicts
of law.

     IN WITNESS  WHEREOF,  the Company has executed this Note as of the day
and year first above written.


                              U.S. HOME MORTGAGE CORPORATION


                                    By:  /s/  Thomas A. Napoli
                                    ---------------------------
                                         Thomas A. Napoli
                                         Its: Vice President


STATE OF Texas           )
                         ) ss
COUNTY OF Harris         )

     On   June 26, 1997,  before  me, a  Notary  Public, Thomas A. Napoli
personally appeared, the Vice Presient of U.S. HOME MORTGAGE CORPORATION,
a Florida corporation, personally known to me (or proved  to  me  on  the
basis of satisfactory evidence)  to  be the  person whose name subscribed
to  the  within instrument and  acknowledged to  me  that he/she executed
the same in his/her authorized  capacity,  and that by his/her  signature
on the instrument the person,  or the entity upon behalf  of  which  the
person acted,  executed the instrument.

     WITNESS my hand and official seal.

                              /s/  Brenda Grable
                              -------------------
                                   Brenda Grable
                                   Notary Public
  (SEAL)                           My Commission Expires: 07-01-97