<PAGE> 196             
                                                       EXHIBIT 10.2

                      SEVENTH AMENDMENT TO
                      --------------------
                   FIRST AMENDED AND RESTATED
                   --------------------------
           WAREHOUSING CREDIT AND SECURITY AGREEMENT
           -----------------------------------------


     THIS  SEVENTH  AMENDMENT  TO FIRST  AMENDED AND  RESTATED  WAREHOUSING
CREDIT AND SECURITY AGREEMENT (this "Amendment") is entered into as of this
17th day of July 1998,  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
$65,000,000,  to finance the  origination and acquisition of Mortgage Loans
as evidenced by a Fourth Amended and Restated  Warehousing  Promissory Note
in the principal sum of  $80,000,000,  dated March 30, 1998,  (the "Note"),
and by a  First  Amended  and  Restated  Warehousing  Credit  and  Security
Agreement  dated  August  31,  1995,  as the same may have been  amended or
supplemented (the "Agreement");

     WHEREAS,  the  Company  has  requested  that the Lender  increase  the
Commitment  Amount,  extend the period for which the  Commitment  under the
Agreement  has been made and amend certain other terms of the Agreement and
the Lender has agreed to such  increase,  extension  and  amendment  of the
Agreement 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
August 14, 1998.

     3. All references to "Knight-Ridder,  Inc." shall hereby be amended to
refer to "Bridge Information Services."

     4.  Section  1.1 of the  Agreement  shall be  amended  to  delete  the
definitions  of "Commitment  Amount,"  "Debt," "High LTV Mortgage Loan" and
"Tangible Net Worth" in their  entirety,  replacing them with the following
definitions:


<PAGE> 197

          "Commitment Amount" means $80,000,000.

          "Debt"  means,  with  respect to any Person,  at any date (a) all
     indebtedness or other  obligations of such Person which, in accordance
     with GAAP, would be included in determining total liabilities as shown
     on the  liabilities  side of a  balance  sheet of such  Person at such
     date; and (b) all indebtedness or other obligations of such Person for
     borrowed  money or for the  deferred  purchase  price of  property  or
     services; provided that for purposes of this Agreement, there shall be
     excluded  from Debt at any date  Subordinated  Debt not due within one
     year of such date and deferred taxes arising from  capitalized  excess
     servicing fees and capitalized servicing rights.

          "High  LTV  Mortgage  Loan"  means  a  Mortgage  Loan  made  to a
     mortgagor,  with a Credit Score of 630 or better,  of which the sum of
     the maximum amount available to be borrowed thereunder (whether or not
     borrowed) at the time of origination plus the Mortgage Note Amounts of
     all other Mortgage Loans secured by the related improved real property
     exceeds  one hundred  percent  (100%) and is less than or equal to one
     hundred  twenty-five  percent  (125%) of the  appraised  value of such
     related improved real property.

          "Tangible  Net  Worth"  means  with  respect to any Person at any
     date,  the excess of the total assets over total  liabilities  of such
     Person on such date,  each to be determined  in  accordance  with GAAP
     consistent  with those  applied in the  preparation  of the  financial
     statements  referred to in Section 4.1(a)(5) hereof, plus that portion
     of  Subordinated  Debt not due within one year of such date,  provided
     that,  for purposes of this  Agreement,  there shall be excluded  from
     total assets advances or loans to shareholders, officers, employees or
     Affiliates,  investments in  Affiliates,  assets pledged to secure any
     liabilities  not  included  in the  Debt  of such  Person,  intangible
     assets,  those  other  assets  which  would  be  deemed  by  HUD to be
     non-acceptable  in calculating  adjusted net worth in accordance  with
     its  requirements  in effect  as of such  date,  as such  requirements
     appear  in the  "Audit  Guide  for  Audit of  Approved  Non-Supervised
     Mortgagees" and other assets deemed  unacceptable by the Lender in its
     sole discretion.

     5. The  definition of "Maturity  Date" in Section 1.1 of the Agreement
shall be amended  by  inserting  the date  "August  31,  1999," in place of
"August 31, 1998," wherever it appears in such definition.

     6.  Section  2.1(b)(4)  of the  Agreement  is  hereby  deleted  in its
entirety and the following section is substituted in lieu thereof:

                    (4) The  aggregate  amount of Wet  Settlement  Advances
               outstanding  at any one time  shall  not  exceed  60% of the
               Commitment Amount.


<PAGE> 198

     7. Section  2.1(b) of the Agreement is hereby  further  amended to add
the following section immediately after Section 2.1(b)(8):

                    (9) No Advance  shall be made  against a Mortgage  Loan
               other than a  Mortgage  Loan  secured by a Mortgage  on real
               property  located in one of the states of the United  States
               or the District of Columbia.

     8. The  introduction  paragraphs of Sections  2.5(d) and 2.5(e) of the
Agreement  shall be deleted in their  entirety and the  following  shall be
substituted in lieu thereof:

               2.5(d)  The  Company  shall  pay  the  Lender,  without  the
          necessity  of prior  demand or notice  from the  Lender,  and the
          Company authorizes the Lender to cause the Funding Bank to charge
          the   Company's   Operating   Account  for,  the  amount  of  any
          outstanding Advance against a specific Pledged Mortgage, upon the
          earliest occurrence of any of the following events:

               2.5(e) Upon Notice to the Company by the Lender, the Company
          shall pay to the Lender, and the Company authorizes the Lender to
          cause the Funding Bank to charge the Company's  Operating Account
          for,  the amount of any  outstanding  Advance  against a specific
          Pledged  Mortgage  upon  the  earliest  occurrence  of any of the
          following events:

     9. Section  2.5(g) of the  Agreement  shall be deleted in its entirety
and the following shall be substituted in lieu thereof:

               2.5(g) In  addition  to the  payments  required  pursuant to
          Sections 2.5(d) and 2.5(e), the Company shall be obligated to pay
          to the Lender,  without the  necessity  of prior demand or notice
          from the Lender,  and the Company  authorizes the Lender to cause
          the Funding Bank to charge the Company's Operating Account if the
          principal  amount of (i) any Unimproved  Mortgage Loan is paid or
          prepaid, or (ii) any other Pledged Mortgage is prepaid, in either
          case in whole or in part, while an Advance is outstanding against
          such  Pledged  Mortgage,  for  the  amount  of  such  payment  or
          prepayment, to be applied to such Advance.

     10. Section  2.7(b) of the Agreement  shall be deleted in its entirety
and the following shall be substituted in lieu thereof:

               2.7(b) Upon an Event of Default,  and without the  necessity
          of prior demand or notice from the Lender, the Company authorizes
          the  Lender to cause the  Funding  Bank to charge  the  Company's
          Operating Account for any Obligations due and owing the Lender.


<PAGE> 199

     11. Section 9 of the Agreement  shall be amended to delete the address
and telecopier number of the Lender in its entirety and the following shall
be substituted in lieu thereof:

          if to the Lender:   Residential Funding Corporation
                              4800 Montgomery Lane, #300
                              Suite 300
                              Bethesda, MD 20814
                              Attention:  Jim Clapp, Director
                              Telecopier No.: (301) 215-6323

     12.  Exhibit  I-SF to the  Agreement  is deleted in its  entirety  and
replaced  with  the  new  Exhibit  I-SF  attached  to this  Amendment.  All
references  in this  Amendment  and the  Agreement to Exhibit I-SF shall be
deemed to refer to the new Exhibit I-SF.

     13.  Exhibits K-1 and K-2 to the Agreement are hereby deleted in their
entirety  and  replaced  with the new Exhibits K-1 and K-2 attached to this
Amendment. All references in the Agreement to Exhibits K-1 and K-2 shall be
deemed to refer to the new Exhibits K-1 and K-2.

     14. The Company shall  deliver to the Lender (a) an executed  original
of this Amendment;  (b) an executed Certificate of Secretary with corporate
resolutions;  (c) executed  Funding Bank Letters;  (d) a current  certified
tax, lien and judgment  search of the  appropriate  public  records for the
Company,   including  a  search  of  Uniform   Commercial   Code  financing
statements,  which search  shall not have  disclosed  the  existence of any
prior  Lien on the  Collateral  other  than in  favor of the  Lender  or as
permitted  hereunder;  (e)  current  Certificates  of Good  Standing of the
Company;  (f)  current  insurance  information;  and  (g) a  $500  document
production fee.

     15. 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.

     16. 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.

     17. 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.


<PAGE> 200

     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,
                              a Florida corporation


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

                              RESIDENTIAL FUNDING CORPORATION,
                              a Delaware corporation


                              By: /s/ Jim Clapp
                                  ----------------------------
                                  Jim Clapp 
                             Its: Director


STATE OF Texas )
                         ) ss
COUNTY OF Harris )

     On  July 29, 1998 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/  Donna Monroe
                              -----------------------------
                              Donna Monroe
                              Notary Public
  (SEAL)                      My Commission Expires: 03-26-99


<PAGE> 201

STATE OF Maryland)
                         ) ss
COUNTY OF Montgomery )

     On August 12, 1998, before me, a Notary Public, personally appeared
Jim Clapp, 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/ Stephane von dem Hagen
                              ------------------------------
                              Stephanie von dem Hagen
                              Notary Public
  (SEAL)                      My Commission Expires: 10-15-2001
<PAGE> 202
                                                   EXHIBIT I-SF
                      OFFICER'S CERTIFICATE
     Reference  is  made  to  that  certain   First  Amended  and  Restated
Warehousing  Credit and Security  Agreement  (Single Family Mortgage Loans)
between  U.S.  HOME  MORTGAGE  CORPORATION,   a  Florida  corporation  (the
"Company"),  and RESIDENTIAL FUNDING  CORPORATION,  a Delaware  corporation
(the  "Lender"),  dated as of August 31,  1995 (as the same may be amended,
modified,  supplemented,  renewed  or  restated  from  time  to  time,  the
"Agreement").  All  capitalized  terms used herein and all Section  numbers
given herein refer to those terms and Sections set forth in the  Agreement.
This Officer's  Certificate is submitted to the Lender  pursuant to Section
6.2(c) of the Agreement.

     The undersigned hereby certifies to the Lender that as of the close of
business on ______________ , 19__  ("Statement  Date",) and with  respect to
the Company and its Subsidiaries on a consolidated basis:

1.   As illustrated in the attached calculations  supporting this Officer's
     Certificate,  the Company met the  covenants set forth in Sections 7.6
     and 7.7,  or if the  Company  did not meet  any of such  covenants,  a
     detailed  explanation is attached  setting forth the nature and period
     of the  existence of the Default and the action the Company has taken,
     is taking, and proposes to take with respect thereto.

2.   No Servicing Contracts have been sold or pledged by the Company except
     as permitted under the terms of the Agreement.

3.   No recourse Servicing Contracts have been acquired by the Company.

4.   No payments in advance of the  scheduled  maturity date have been made
     with  respect to any  Subordinated  Debt.  The Company has incurred no
     Debt required to be subordinated pursuant to Section 6.10.

5.   The  Company  was in  compliance  with  the  applicable  HUD,  GNMA or
     Investor net worth  requirements,  and in good standing with FmHA, VA,
     HUD, GNMA and each Investor.

6.   I have reviewed the terms of the Agreement and have made, or
     caused to be made under my supervision, a review in reasonable
     detail of the transactions and conditions of the Company (and,
     if applicable, its Subsidiaries) and such review has not
     disclosed the existence, and I have no knowledge of the
     existence, of any Default or Event of Default, or if any
     Default or Event of Default existed or exists, a detailed
     explanation is attached specifying the nature and period of
     the existence of the Default and the action the Company has
     taken, is taking and proposes to take with respect thereto.

7.   Pursuant to Section 6.2 of the  Agreement,  enclosed are the financial
     statements  of the Company as of the  Statement  Date.  The  financial
     statements  for the period ending on the Statement Date fairly present
     the financial condition and results of operations of the Company (and,
     if applicable, its Subsidiaries) as at the Statement Date.
Dated: ___________________________
                              U.S. HOME MORTGAGE CORPORATION
                              By:
                              Its:
<PAGE> 203
          CALCULATIONS SUPPORTING OFFICER'S CERTIFICATE

Company Name:  U.S. HOME MORTGAGE CORPORATION and its Subsidiaries

Statement Date: ___________________

All financial calculations set forth herein are as of the Statement Date.

I.   TANGIBLE NET WORTH

     A.   Tangible Net Worth of the Company is:

          Excess of total assets over total liabilities:      $ __________
          Plus:   Subordinated Debt not due within
                  one year of the Statement Date
                  (or any portion thereof):                   $ __________
          Minus:  Advances to owners, officers or
                  Affiliates:                                 $ __________
          Minus:  Investments in Affiliates:                  $ __________
          Minus:  Assets pledged to secure liabilities
                  not included in Debt:                       $ __________
          Minus:  Intangible assets:                          $ __________
          Minus:  Any other HUD nonacceptable assets:         $ __________
          Minus:  Other assets unacceptable to the
                  Lender:                                     $ __________

          TANGIBLE NET WORTH                                  $ __________

     B. Requirements of Section 7.7 of the Agreement:

          MINIMUM TANGIBLE NET WORTH OF $6,000,000.

     C.   Covenant Satisfied:____  Covenant Not Satisfied:____

II.  DEBT OF THE COMPANY

     Total liabilities                                        $ __________
          Minus:   Subordinated Debt not due within one year
                   of the Statement Date (or any portion
                   thereof):                                  $ __________
          Minus:   Deferred taxes arising from
                   capitalized excess servicing fees
                    and capitalized servicing rights:         $ __________

          DEBT                                                $ __________

III. RATIO OF DEBT TO TANGIBLE NET WORTH

     A.   The ratio of Debt to Tangible Net Worth (IV to I.A) is:
                                                   ___________ to 1

     B. Requirements of Section 7.6 of the Agreement:

          The ratio of Debt to Tangible Net Worth shall not exceed 10 to 1.

     C.   Covenant Satisfied:____  Covenant Not Satisfied:____
<PAGE> 204

                                                               EXHIBIT K-1

                      FORM FOR FUNDING BANK
                         LETTER AGREEMENT
                   (Letterhead of the Company)

                                             July 17, 1998

The First National Bank of Chicago
One North State Street
Chicago, IL  60602

Gentlemen:

     The  undersigned,  U.S. HOME  MORTGAGE  CORPORATION  (the  "Company"),
hereby  authorizes The First National Bank of Chicago (the "Funding  Bank")
to permit  Residential  Funding  Corporation  (the  "Lender")  to debit and
access  information  on the Company's  accounts held by the Funding Bank as
outlined below.  The Company hereby directs and authorizes the Funding Bank
to follow the directions of the Lender in debiting such accounts.

     The Company  authorizes the Lender to access account  information from
time to time  for the  Company's  operating  account  no. _________________
(the "Operating Account") for the purpose of verifying balance information.
In addition, the Company requests that the Lender, and the  Company  hereby
authorizes the Lender, to debit the Operating Account to the extent necessary
to cover (a) wires to be initiated  by the  Lender  in  accordance with the
Company's instructions  as set forth in  the  Request  for Advance  for the
purposes permitted  in  the Warehousing Credit and Security Agreement  (the
"Agreement") by and between the Company and the Lender; and (b) amounts due
and owing to the Lender,  including but not limited to principal,  interest
and fees.

     Upon the  termination  or  expiration  of the  Agreement,  the Company
requests that the Lender,  and the Company hereby  authorizes the Lender to
(a) close the  Operating  Account  and any other  accounts  which have been
established by the Company and the Lender to facilitate  transactions under
the  Agreement,  and (b)  withdraw  any funds  remaining  in the  Operating
Account and remit such funds to the Company after all amounts due and owing
the Lender have been paid.

     The Company  hereby  directs and authorizes the Funding Bank to follow
all of the foregoing instructions of the Lender.

                             Very truly yours,

                              U.S. HOME MORTGAGE CORPORATION


                              By: ___________________________

                              Its: __________________________
<PAGE> 205


ACKNOWLEDGED AND AGREED THIS
_________ DAY OF________________ , 19___.

THE FIRST NATIONAL BANK OF CHICAGO


By:___________________________
 
Its: _________________________

<PAGE> 206
                                                          EXHIBIT K-2
                      FORM FOR FUNDING BANK
                      ---------------------
                         LETTER AGREEMENT
                         ----------------
                   (Letterhead of the Company)

                                             July 17, 1998

_____________________________
_____________________________
_____________________________

Gentlemen:

     The  undersigned,  U.S. HOME  MORTGAGE  CORPORATION  (the  "Company"),
hereby  authorizes _____________________________  (the "Funding  Bank")  to
permit Residential Funding Corporation (the "Lender") to debit and access
information on the Company's accounts  held by the Funding Bank as outlined
below.  The Company hereby directs and authorizes the Funding Bank to follow
the directions of the Lender in debiting such accounts.

     The Company  authorizes the Lender to access account  information from
time to  time  for the  Company's  account  no. ______________________ (the
"Check  Disbursement Account") for the purpose of reviewing account activity
and to debit and/or credit such account for transactions  relating to the
financing of Mortgage Loans against which the  Lender  has made  Advances
under the terms of a Warehousing Credit and Security Agreement (the
"Agreement") by and between the Lender and the Company.  In  addition,  the
Company  requests  that the Lender  (i)  instruct  the  Funding  Bank as to
which  checks  drawn by the Company  on the  Check  Disbursement  Account
relate to the  financing  of Mortgage  Loans  against  which the Lender has
made Advances and (ii) cause the Funding Bank to apply the proceeds of those
Advances on deposit in the Check Disbursement Account toward the payment of
such checks.

     Upon the  termination  or  expiration  of the  Agreement,  the Company
requests that the Lender,  and the Company hereby  authorizes the Lender to
(a) close the Check Disbursement  Account and any other accounts which have
been  established by the Company and the Lender to facilitate  transactions
under the Agreement,  and (b) withdraw any funds remaining in the Operating
Account and remit such funds to the Company after all amounts due and owing
the Lender have been paid.

                             Very truly yours,

                             U.S. HOME MORTGAGE CORPORATION
                             By: __________________________
                             Its: _________________________

ACKNOWLEDGED AND AGREED THIS
_________ DAY OF__________________, 19___.

-----------------------------------------
          (Funding Bank)
By:  ____________________________
Its: ____________________________
<PAGE> 207

                                CERTIFICATE
                                -----------
                                     OF
                                     --
                                SECRETARY OF
                                ------------
                       U.S. HOME MORTGAGE CORPORATION
                       ------------------------------

     I, the  undersigned,  hereby  certify that I am the  Secretary of U.S.
HOME MORTGAGE CORPORATION,  a Florida corporation (the "Company"), and have
knowledge of the matters  contained in this  Certificate and hereby certify
that:

     1.   The Company is a corporation duly organized, validly existing and
          in good  standing  under the laws of the State of Florida and has
          complied  with  all  certifications,   filings  and  requirements
          necessary  to continue as a  corporation  in the State of Florida
          and for each state where the Company is transacting business as a
          foreign corporation.

     2.   In connection with the single family revolving warehouse facility
          made to the Company by RESIDENTIAL FUNDING CORPORATION, a Delaware
          corporation  (the  "Lender")  pursuant  to  the  terms of 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"), the Company  has  the  valid power
          and authority to execute and deliver to  the  Lender the  Seventh
          Amendment to First Amended and  Restated  Warehousing  Credit and
          Security Agreement.

     3.   The  resolutions  attached  to this Certificate as Exhibit A were
          duly adopted by unanimous written action of the Board of Directors
          of the  Company  at  a  meeting  of the Board of Directors of the
          Company held on the  31st  day  of  July, 1998 at which meeting a
          quorum was  present.  I am the  keeper  of the Minute Book of the
          Company and said resolutions have been entered therein,  have not
          been altered, amended, repealed or rescinded, and are now in full
          force and effect.

     4.   Any  Certificates of Incumbency  delivered in connection with the
          Agreement are hereby  deleted in their entirety and replaced with
          the new Certificate of Incumbency attached to this Certificate of
          Secretary as Exhibit B.

     5.   There have been no amendments to the Articles of Incorporation or
          Bylaws of the Company since the date of the most recent certified
          copies thereof delivered to the Lender.

     IN WITNESS  WHEREOF,  I have hereunto set my hand and the seal of this
corporation this 10th  day of August , 1998.

                                        /s/  Ronald C. McCabe
                                        ---------------------------
                                             Ronald C. McCabe
                                             Secretary
<PAGE> 208
                            EXHIBIT A
                RESOLUTIONS OF BOARD OF DIRECTORS

     WHEREAS,  U.S. HOME MORTGAGE  CORPORATION,  a Florida corporation (the
"Company"),  has entered into a single family revolving  warehouse facility
(the  "Commitment"),  with a present  commitment amount of $65,000,000 (the
"Commitment  Amount"),  with RESIDENTIAL  FUNDING  CORPORATION,  a Delaware
corporation  (the "Lender"),  as evidenced by a Fourth Amended and Restated
Warehousing  Promissory Note in the principal sum of $80,000,000,  dated as
of March 30, 1998, 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  proposes to increase  the  Commitment  Amount,
extend the period for which the  Commitment  under the  Agreement  has been
made and amend certain terms of the Agreement; and

     WHEREAS,  to evidence  such  increase of the  Commitment  Amount,  the
extension of the  Commitment  and amendment of the  Agreement,  the Company
proposes to execute and deliver a Seventh  Amendment  to First  Amended and
Restated  Warehousing Credit and Security  Agreement (the  "Amendment"),  a
copy of which has been presented to the Board of Directors of this Company;
and

     WHEREAS, the Board of Directors of this Company has determined that it
will be in the best  interests  of this Company for the Company to increase
the Commitment Amount, extend the Commitment and amend the Agreement.

     WHEREAS,  the Board of Directors of the Company has determined that it
will be in the best  interests  of the Company to restate the  authority of
certain  officers  and  employees  to  execute  and  deliver  documents  in
connection with the Commitment.

     RESOLVED, that these resolutions are enacted by the Board of Directors
of this Company on its behalf and on behalf of the Company.

     FURTHER  RESOLVED,  that the Company  shall  increase  the  Commitment
Amount,  extend the  Commitment  and amend the Agreement to be evidenced by
the Amendment.

     FURTHER  RESOLVED,  that the  Amendment  in the form  presented to the
Board of Directors of this Company is hereby approved and a copy thereof is
filed in the records of this Company with these Resolutions.

     FURTHER RESOLVED, that any of the following officers of  the  Company:
James R. Petty, President;  Ronald  C. McCabe,  Senior  Vice  President and
Secretary; Chester P. Sadowski, Vice  President; and Thomas A. Napoli, Vice
President shall be and are authorized,  empowered  and directed in the name
of and on behalf of this Company, to execute, acknowledge and  deliver  the
Amendment in the form approved by the Board of Directors  of  this  Company
as aforesaid,  with such changes  therein  as  may  be acceptable  to  such
officers, as conclusively evidenced by their execution thereof.


<PAGE> 209

     FURTHER RESOLVED, that any of the officers of the Company set forth on
the Certificate As To Incumbency, dated July 31, 1998, delivered to the Lender
in connection with the Amendment, shall be and are authorized, empowered and
directed  in  the  name  of  and  on behalf  of  the  Company,  to execute,
acknowledge  and deliver any  bailee pledge agreements,  advance  requests,
shipping   requests,  wire  transfer  instructions,  assignments,  security
delivery  instructions  and trust receipts and to endorse notes in the name
of the Company, in any form prescribed by the Lender.

     FURTHER  RESOLVED,  that such officers and employees  shall be and are
hereby authorized,  empowered and directed to do and perform each and every
act and execute any and all documents and  instruments  in the name of this
Company as may be  necessary  or  desirable to enable this Company to amend
the  Commitment  and to carry out the purport  and intent of the  foregoing
Resolutions.


<PAGE> 210

                           EXHIBIT "B"

                   CERTIFICATE AS TO INCUMBENCY

TO:       RESIDENTIAL FUNDING CORPORATION

     I  hereby  certify  to you that I am the duly  elected  and  qualified
Secretary  of  U.S.  HOME  MORTGAGE  CORPORATION,   a  Florida  corporation
("Company") and that, as such, I am authorized to execute this  Certificate
on behalf of the Company.  I further  certify that the persons  named below
are duly elected, qualified and acting officers or duly appointed employees
of the Company,  holding on the date hereof the respective titles set forth
opposite their  respective  names,  and that the respective  signatures set
forth opposite their names are their true and genuine signatures:

Name                   Title/Position              Signature
James R. Petty         President               /s/  James R. Petty
--------------------   ----------------------       --------------------------
Ronald C. McCabe       Senior Vice President
                       and Secretary           /s/  Ronald C. McCabe
--------------------   ---------------------        --------------------------
Thomas A. Napoli       Vice President          /s/  Thomas A. Napoli
--------------------   ---------------------        --------------------------
Chester P. Sadowski    Vice President          /s/  Chester Sadowski
--------------------   ---------------------        --------------------------
Peggy Beghtol          Vice President,
                       Secondary Marketing     /s/  Peggy Beghtol
---------------------- ---------------------        --------------------------
Virginia S. Casagrande Vice President,
                       Controller              /s/  Virginia S. Casagrande
---------------------- ---------------------        --------------------------
Darlene Fajardo        Ass't Vice President
                       and Ass't Secretary     /s/  Darlene Fajardo
---------------------- ---------------------        --------------------------
Brenda Henry           Assistant Secretary     /s/  Brenda Henry
---------------------- ---------------------        --------------------------
Peter Gottlieb         Assistant Secretary     /s/  Peter Gottlieb
---------------------- ---------------------        --------------------------

---------------------- ---------------------        --------------------------

---------------------- ---------------------        --------------------------




<PAGE> 211

     This Certificate replaces any existing Certificates of Incumbency. You
may conclusively  rely on this Certificate until formally advised by a like
Certificate of any changes herein.

     IN WITNESS WHEREOF,  I have hereunto executed this Certificate on this
31st day of July, 1998.

                                 /s/  Ronald C. McCabe
                                 -------------------------
                                      Ronald C. McCabe
                                      Secretary