<PAGE> 29

                                                                EXHIBIT 10.1
                             FIFTH AMENDMENT TO
                             ------------------
                         FIRST AMENDED AND RESTATED
                         --------------------------
                 WAREHOUSING CREDIT AND SECURITY AGREEMENT
                 -----------------------------------------


     THIS FIFTH AMENDMENT TO FIRST AMENDED AND RESTATED  WAREHOUSING CREDIT
AND SECURITY  AGREEMENT (this  "Amendment") is entered into as of this 28th
day of August  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 Sixty-Five
Million Dollars  ($65,000,000),  to finance the origination and acquisition
of Mortgage Loans as evidenced by a Third Amended and Restated  Warehousing
Promissory  Note  in  the  principal  sum  of  Sixty-Five  Million  Dollars
($65,000,000),  dated June 25, 1997, and a 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 the Lender to extend the period for
which the Commitment under the Agreement has been made and to amend certain
other terms of the  Agreement,  and the Lender has agreed to such extension
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 
08-28-97,  the date on which the Company has complied  with  all the terms
and conditions of this Amendment.

     3.  Section  1.1 of the  Agreement  shall be  amended  by  adding  the
following definitions in the appropriate alphabetical order:

          "Designated  Bank  Charges"  means  any fees,  interest  or other
     charges  that  would  otherwise  be  payable  to  a  Designated  Bank,
     including Federal Deposit Insurance  Corporation  insurance  premiums,
     service   charges  and  such  other  charges  as  may  be  imposed  by
     governmental authorities from time to time.


<PAGE> 30

          "High LTV Mortgage  Loan" means a Mortgage  Loan 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%) of the  appraised
     value of such related improved real property.

          "Manufactured  Home"  means  a  structure  that  is  built  on  a
     permanent chassis (steel frame) with the wheel assembly  necessary for
     transportation  in  one  or  more  sections  to a  permanent  site  or
     semi-permanent  site and which has been built in  compliance  with the
     National   Manufactured  Housing  Construction  and  Safety  Standards
     established by HUD.

     4.  Section  1.1 of the  Agreement  shall be  amended  to  delete  the
definitions of  "Conventional  Mortgage Loan,"  "Eligible  Balances," "Home
Equity  Loan,"  "Maturity  Date,"   "Mortgage,"   "Mortgage  Note  Amount,"
"Nonconforming Mortgage Loan" and "Second Mortgage Loan" in their entirety,
replacing them with the following
definitions:

          "Conventional  Mortgage  Loan" means a closed-end  First Mortgage
     Loan other than an FHA insured Mortgage Loan, a VA guaranteed Mortgage
     Loan, an FmHA guaranteed Mortgage Loan or a High LTV Mortgage Loan.

          "Eligible  Balances"  means  all  funds of or  maintained  by the
     Company and its  Subsidiaries  in accounts at a Designated  Bank, less
     balances  to  support  float,  reserve  requirements,  and such  other
     reductions as may be imposed by governmental  authorities from time to
     time.

          "Home Equity Loan" means an open-ended  revolving  line of credit
     that is a Mortgage Loan secured by either a First Mortgage or a Second
     Mortgage,  which is not a High LTV Mortgage Loan or a Title I Mortgage
     Loan.

          "Maturity  Date"  shall  mean the  earlier  of:  (a) the close of
     business on August 31, 1998, as such date may be extended from time to
     time in writing by the Lender,  in its sole discretion,  on which date
     the Commitment shall expire of its own term, and without the necessity
     of action by the Lender,  and (b) the date the Advances become due and
     payable pursuant to Section 8.2 below.

          "Mortgage"  means a first  mortgage  or  first  deed of  trust on
     improved real property (including,  without limitation,  real property
     to which a  manufactured  home has been  affixed in a manner such that
     the  Lien  of a  mortgage  or  deed  of  trust  would  attach  to such
     manufactured home under applicable real property law).

          "Mortgage  Note Amount" means,  as of the date of  determination,
     the then  outstanding  unpaid  principal  amount  of a  Mortgage  Note
     (whether  or  not  an  additional  amount  is  available  to be  drawn
     thereunder).


<PAGE> 31

          "Nonconforming  Mortgage Loan" means a Conventional Mortgage Loan
     which is not a  Conforming  Mortgage  Loan or a Jumbo  Mortgage  Loan,
     which  has a  credit  risk  rating  C-  or  better  (determined  using
     underwriting  standards  which comply with  industry  standards in the
     sole judgment of the Lender),  and which is underwritten  and approved
     for purchase by an Investor prior to funding if its original principal
     amount exceeds Six Hundred Thousand Dollars ($600,000).

          "Second  Mortgage Loan" means a closed-end  Mortgage Loan secured
     by a Second  Mortgage,  which is not a Title I Mortgage Loan or a High
     LTV Mortgage Loan.

     5. Section 2.1(b)(3) of the Agreement shall be deleted in its entirety
and the following is substituted in lieu thereof:

               (3) No  Advance  shall be made  against a High LTV  Mortgage
          Loan,  a Home Equity  Loan,  a Second  Mortgage  Loan,  a Title I
          Mortgage Loan or a HUD
          203(K) Mortgage Loan.

     6.  Section  2.2(c)  of the  Agreement  shall  be  amended  to add the
following sentence to the end thereof:

     "The Lender shall have no obligation to make a Wet Settlement  Advance
     directly to the Parent  against a Mortgage  Loan unless the Lender has
     received  satisfactory  evidence  from the title  company  closing the
     Mortgage Loan that such Mortgage Loan is closed and funded."

     7. Section  2.4(d) of the  Agreement  shall be deleted in its entirety
and the following shall be substituted in lieu thereof:

          2.4(d) The  Company is  entitled to receive a benefit in the form
     of an  "Earnings  Credit"  on the  portion  of the  Eligible  Balances
     maintained in time deposit  accounts with a Designated  Bank,  and the
     Company is entitled  to receive a benefit in the form of an  "Earnings
     Allowance"  on the  portion of the  Eligible  Balances  maintained  in
     demand deposit accounts with a Designated Bank. Any Earnings Allowance
     shall be used first and any Earnings  Credit shall be used second as a
     credit  against  accrued  Designated  Miscellaneous  Charges and fees,
     including,  but  not  limited  to  Commitment  Fees,  Usage  Fees  and
     Warehousing  Fees, and may be used, at the Lender's option,  to reduce
     accrued interest.  Any Earnings Allowance not used during the month in
     which the benefit was received shall be  accumulated  for use and must
     be used  within six (6) months of the month in which the  benefit  was
     received.  Any Earnings  Credit not used during the month in which the
     benefit was  received  shall be used to provide a cash  benefit to the
     Company.  The Lender's  determination  of the Earnings  Credit and the
     Earnings  Allowance for any month shall be determined by the Lender in
     its  sole  discretion  and  shall be  conclusive  and  binding  absent
     manifest error. In no event shall the benefit  received by the Company
     exceed the Depository Benefit.


<PAGE> 32

          Either party hereto may  terminate  the benefits  provided for in
     this Section effective  immediately upon Notice to the other party, if
     the terminating party shall have determined (which determination shall
     be conclusive and binding absent  manifest error) at any time that any
     applicable   law,   rule,   regulation,   order  or   decree   or  any
     interpretation or administration thereof by any governmental authority
     charged  with  the  interpretation  or  administration   thereof,   or
     compliance by such party with any request or directive (whether or not
     having the force of law) of any such authority, shall make it unlawful
     or  impossible  for such party to  continue  to offer or  receive  the
     benefits provided for in this Section.

     8. Section  2.4(g) of the  Agreement  shall be deleted in its entirety
and the following shall be substituted in lieu thereof:

          2.4(g)  Upon  Notice to the  Company,  after the  occurrence  and
     during the  continuation of an Event of Default,  the unpaid amount of
     each  Advance  shall bear  interest  until paid in full at a per annum
     rate of interest  (the  "Default  Rate") equal to four percent (4%) in
     excess of the rate of interest  otherwise  applicable  to such Advance
     pursuant to any other subsection of this Section 2.4 or, if no rate is
     applicable,  the  highest  rate  then  applicable  to any  outstanding
     Advances.

     9. Sections  2.5(d)(1)  and (2) of the  Agreement  shall be deleted in
their entirety and the following shall be substituted in lieu thereof:

               (1)  For a  Pledged  Mortgage,  other  than  a  Construction
          Mortgage Loan or an  Unimproved  Mortgage  Loan,  with respect to
          which a shorter or longer period is not  prescribed  elsewhere in
          this Section  2.5(d),  one hundred  twenty (120) days elapse from
          the date of the initial  Advance made by the Lender  against such
          Pledged  Mortgage,  whether  or  not  such  Pledged  Mortgage  is
          included in an Eligible Mortgage Pool.

               (2)  Forty-five  (45) days  elapse from the date the Pledged
          Mortgage was  delivered  to an Investor or an Approved  Custodian
          for examination and purchase or inclusion in an Eligible Mortgage
          Pool,  without the purchase  being made or the Eligible  Mortgage
          Pool being initially certified,  or upon rejection of the Pledged
          Mortgage  as   unsatisfactory  by  an  Investor  or  an  Approved
          Custodian.

     10. Section  3.2(d) of the Agreement  shall be deleted in its entirety
and the following shall be substituted in lieu thereof:


<PAGE> 33

          3.2(d)  The  Lender  shall  have  the  exclusive   right  to  the
     possession of the Pledged Securities or, if the Pledged Securities are
     issued in book-entry form or issued in certificated form and delivered
     to a clearing  corporation  (as such term is  defined  in the  Uniform
     Commercial  Code of Minnesota)  or its nominee,  the Lender shall have
     the right to have the Pledged  Securities  registered in the name of a
     securities  intermediary  (as  such  term is  defined  in the  Uniform
     Commercial  Code of Minnesota) in an account  containing only customer
     securities  for the account of the Lender,  and the Lender  shall have
     the right to cause  delivery of the Pledged  Securities  to be made to
     the  Investor  or the  book  entries  registered  in the  name  of the
     Investor or the Investor's designee only against payment therefor. The
     Company  acknowledges  that  the  Lender  may  enter  into one or more
     standing  arrangements  with  other  financial  institutions  for  the
     issuance of Pledged  Securities in book entry form in the name of such
     other financial institutions,  as agent or securities intermediary for
     the Lender,  and the Company  agrees  upon  request of the Lender,  to
     execute and deliver to such other financial institutions the Company's
     written concurrence in any such standing arrangements.

     11.  Section  5.15  of the  Agreement  is  hereby  amended  to add the
following section immediately after Section 5.15(i):

          5.15(j) Each Pledged Mortgage secured by real property to which a
     Manufactured  Home  is  affixed  will  create  a  valid  Lien  on such
     Manufactured  Home that will have priority over any other Lien on such
     Manufactured  Home,  whether  or not  arising  under  applicable  real
     property law.

     12.  Section  9 of the  Agreement  shall  be  amended  to  delete  the
telecopier number of the Lender set forth therein and substitute telecopier
number "(954) 846-8352" in lieu thereof and all references in the Agreement
to the telecopier  number of the Lender shall be deemed to refer to the new
telecopier number.

     13. Upon execution of this Amendment, the Company agrees to pay to the
Lender the Commitment Fee on the Commitment Amount for the time period from
the Effective Date to and including September 30, 1997.

     14.  Exhibits  C-SF,  D-SF,  C-SF/UNI,  D/UNI,  C-SF/CONSTRUCTION  and
D-SF/CONSTRUCTION to the Agreement are hereby deleted in their entirety and
replaced   with  the  new  Exhibits   C-SF,   D-SF,   C-SF/UNI,   D-SF/UNI,
C-SF/CONSTRUCTION  and  D-SF/CONSTRUCTION  attached to this Amendment.  All
references  in the  Agreement  to Exhibits  C-SF,  D-SF,  C-SF/UNI,  D/UNI,
C-SF/CONSTRUCTION and D-SF/CONSTRUCTION shall be deemed to refer to the new
Exhibits   C-SF,   D-SF,   C-SF/UNI,   D-SF/UNI,    C-SF/CONSTRUCTION   and
D-SF/CONSTRUCTION.


<PAGE> 34

     15. The Company shall  deliver to the Lender (a) an executed  original
of this Amendment;  (b) an executed Certificate of Secretary with corporate
resolutions;  (c)  an  executed  Funding  Bank  Agreement;  (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;  (g) the Commitment Fee for the
month of September,  1997;  and (h) a Five Hundred  Dollar ($500)  document
production fee.

     16. 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.

     17. 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.

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

                              RESIDENTIAL FUNDING CORPORATION,
                              a Delaware corporation

                              By:   Donna A. West
                                    ----------------------------
                                    /s/  Donna A. West 
                                    Its: Director

<PAGE> 35

STATE OF Texas )
                         ) ss
COUNTY OF Harris)

     On August 29, 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.

                              By:  Donna Monroe
                                   -------------------------
                                   /s/  Donna Monroe
                                   Notary Public
  (SEAL)                           My Commission Expires: 03-26-99

STATE OF Florida )
                         ) ss
COUNTY OF Broward )

     On  September 2, 1997,  before  me, a  Notary  Public,  personally
appeared  Donna  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.

                              By:  Marsha S. Grabin
                                   ----------------------------
                                   /s/  Marsha S. Grabin
                                   Notary Public
  (SEAL)                           My Commission Expires: 09-15-98


<PAGE> 36


                                                                EXHIBIT C-SF
              REQUEST FOR ADVANCE SINGLE FAMILY MORTGAGE LOAN
Mortgage Company: U.S. HOME MORTGAGE CORPORATION

Mortgagor:_________________________ Loan Number:   __________________________
          _________________________ Reviewed By:   __________________________
Address:  _________________________ Warehouse Date:__________________________
          _________________________ Effective Date:__________________________

Status:  Committed _______________  Loan Type: Conforming _______Jumbo_______
         Uncommitted _____________             Nonconforming _______Grade____
         Wet Settlement __________             VA ____________ FHA __________
         Received ________________             FmHA _________________________
         3rd Party                             Fixed __________ Term ________
            Originated____________             ARM ____________ Type ________
         Section 32_______________             Balloon _______ Type _________
                                               Home Equity ____ High LTV_____
                                               Second________ Title  I ______
                                               203(K) _______ RFC ___________
                                               "D" Mortgage _________________

Mortgage Note Amount: _____________ Interest Rate: __________________________
Mortgage Note Date: _______________ Requested Warehouse Amt: ________________
Investor: _________________________ Expiration Date: ________________________
Purchase Commitment No: ___________ Title Company: __________________________
Committed Purchase Price: ___________

                         METHOD OF ADVANCE
                         -----------------

(  ) Check Funding/Disbursement
     Check No: ________________________   Amount: ___________________________
     Checking Account No: _____________
(  ) Wire Transfer
     Amount of Wire: __________________ Date of Wire: _____________________
     Credit Acct. No.: ________________ Credit Acct. Name: _________________
     ABA No.: _________________________ Bank Name: __________________________
     Account to Debit: ________________ City & State:_______________________
     Ref: ________________ Advise: ___________________ Phone:_____________


<PAGE> 37

                      REQUIRED DOCUMENTATION
                      ----------------------

Attached  please find the following  documents in connection with the above
request (Please check attached documents below):

Right
(  )  Original and one copy of Mortgage Note
(  )  Certified copy of Mortgage
(  )  Section 32 Compliance Documents (if applicable)
(  ) *Copy of Investor Purchase Commitment (or satisfactory evidence thereof)
(  ) *Copy of HUD-1 Settlement Statement or equivalent
      (Home Equity Loans and Title I Mortgage Loans only)
(  ) *HUD 203(K) Maximum Mortgage Worksheet (HUD 203(K) Mortgage Loans only)

Left
(  ) *Request for Advance (original and one (1) copy)
(  ) *Copy of settlement or funding check (if applicable)
(  )  Recordable assignment of Mortgage
(  )  Certified copies of interim assignments of Mortgage (if applicable)
(  ) *Bailee Pledge Agreement (only required for Wet Settlement Advance)
(  ) *Evidence from title company that Mortgage Loan is closed and funded
      (only required if Wet Settlement Advance is directly to the Parent)

Please Note:  Items designated with the "*" are required prior to a Wet
Settlement Advance.

Authorized Signature:____________________________________



<PAGE> 38
                                                           
                                                            EXHIBIT C-SF/UNI
                REQUEST FOR ADVANCE UNIMPROVED MORTGAGE LOAN

Mortgage Company: U.S. HOME MORTGAGE CORPORATION

Mortgagor:_________________________ Loan Number:____________________________
          _________________________ Reviewed By:____________________________
Address:  _________________________ Warehouse Date:_________________________
          _________________________

Property Type:      Residential ____________________
                    Commercial _____________________

Original Mortgage Note Amount: _____________ Interest Rate: ________________
Mortgage Note Date: ________________________ Approved Warehouse Amt:________
Current Mortgage Note Amount: ______________ Title Company:_________________
Purchase Price for Property: ________________
Company Valuation of Property:* _____________

                        METHOD OF ADVANCE
                        -----------------

(  ) Check Funding/Disbursement
     Check No: ________________________  Amount: ___________________________
     Checking Account No: _____________
(  ) Wire Transfer
     Amount of Wire: __________________  Date of Wire: _____________________
     Credit Acct. No.: ________________  Credit Acct. Name: ________________
     ABA No.: _________________________  Bank Name: ________________________
     Account to Debit: ________________  City & State:______________________
     Ref: ______________ Advise: _________________ Phone: __________________

                      REQUIRED DOCUMENTATION
                      ----------------------

Attached  please find the following  documents in connection with the above
request (Please check attached documents below):

Right
(  ) Original and one copy of Mortgage Note
(  ) Certified copy of Mortgage or Deed of Trust

Left
(  ) Request for Advance (original and one (1) copy)
(  ) Recorded assignment of Mortgage or Deed of Trust, or Certified True Copy
     of assignment sent for recording
(  ) Recordable assignments of Security Agreement/financing statement; if any
(  ) Certified copies of interim assignments of Mortgage (if applicable)
(  )   Evidence from title company that Mortgage Loan is closed and funded

Authorized Signature:

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

*Unimproved Mortgage Loans secured by property intended for commercial
 development only.
<PAGE> 39


                                                  EXHIBIT C-SF/CONSTRUCTION

    REQUEST FOR ADVANCE SINGLE-FAMILY CONSTRUCTION/PERM MORTGAGE LOANS

Mortgage Company: U.S. HOME MORTGAGE CORPORATION

Mortgagor:_________________________ Loan Number:   _________________________
          _________________________ Reviewed By:   _________________________
Address:  _________________________ Warehouse Date:_________________________
          _________________________ Effective Date:_________________________
 
Status: Committed ________________  Loan Type:   ARM _________ Type ________
        Wet Settlement __________
        Received_________________

Mortgage Loan Type: Construction/Perm______

Mortgage Note Amount: _____________ Interest Rate:__________________________
Mortgage Note Date: _______________ Requested Warehouse Amount (Total):_____
Investor: _________________________ Warehouse Price: _______________________
Purchase Commitment No: ___________ Expiration Date: _______________________
Committed Purchase Price: _________ Title Company: _________________________

As Completed Appraised Value:_______________________________________________
Costs: Total___________ Acquisition/Land_________

Advance:  Initial Construction:____________  Requested Amount: __________
          Interim Construction:____________  Staged Draw #:______________
          Final Construction:______________  Percentage of
                                             Completion:_________________

                        METHOD OF ADVANCE

(  ) Check Funding/Disbursement (for Initial Construction Advance only)
     Check No._________________________ Amount: ___________________________
     Checking Account No:__________________________________________________

(  ) Wire Transfer
     Amount of Wire: __________________ Date of Wire:______________________
     Credit Acct. No.: ________________ Credit Acct. Name: ________________
     ABA No.: _________________________ Bank Name:_________________________
                                        City & State:______________________
     Account to Debit: ________________
     Ref: ________________ Advise: ___________________ Phone:_____________


<PAGE> 40

                      REQUIRED DOCUMENTATION
                      ----------------------

Attached  please find the following  documents in connection with the above
request (Please check attached documents below):

Initial Construction Advance
----------------------------

Right
(  ) Original and one copy of Mortgage Note with Construction Rider(s), if any
(  ) Certified copy of Mortgage with Construction Rider(s), if any
(  )  *Certified copy of Construction/Building Loan Agreement including
     construction draw schedule (Construction/Perm Mortgage Loans)
(  )   Certified copy of ALTA Mortgagor's/Lender's Title Policy
(  )  *Copy of Appraisal indicating the As Completed Appraised Value
(  )  *Copy of Cost Breakdown
(  )  *Copy of Purchase Commitment executed by Investor (if applicable)
(  ) Copy of Company's Permanent Mortgage Loan commitment to mortgagor(s) Left
(  )  *Request for Advance (original and one (1) copy)
(  )  *Copy of settlement or funding check (if applicable)
(  ) Recordable assignment of Mortgage
(  ) Certified copies of interim assignments of Mortgage (if applicable)
(  )  *Bailee Pledge Agreement (only required for Wet Settlement Advance)
(  )  *Evidence from title company that Mortgage Loan is closed and the
      initial construction advance has been funded (only required if Wet
      Settlement Advance is directly to the Parent)

Construction Advances

In  addition  to  the  documentation  required  per  "Initial  Construction
Advance"  above,  the following  Collateral  Documents  will be required to
support Construction Advances for Construction/Perm Mortgage Loans:

(  ) Request for Advance (original and one (1) copy)
(  ) Title update endorsement for previous Construction Advance, if applicable
(  ) Title update endorsement for modification of construction Mortgage Loan
     to permanent Mortgage Loan, if applicable, (Final Construction Advance
     only)
(  ) Copy of final survey (Final Construction Advance only)
(  ) Purchase Commitment executed by Investor (Final Construction Advance only)
(  ) Final appraiser's inspection (Final Construction Advance only)
(  ) Evidence from title company that the construction advance has been funded
     (only required if Wet Settlement Advance is directly to the Parent)

Please Note:  Items designated with the "*" are required prior to a Wet
Settlement Advance.

Authorized Signature:

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


<PAGE> 41


EXHIBIT D-SF

  PROCEDURES AND DOCUMENTATION FORWAREHOUSING SINGLE FAMILY MORTGAGE LOANS

     The  following  procedures  and  documentation  requirements  must  be
observed in all respects by the Company. All documents must be satisfactory
to the  Lender in its sole  discretion.  Terms  used  below,  which are not
otherwise defined, shall have the meanings given them in the Agreement. The
HUD,  FNMA and FHLMC form  numbers  referred to herein are for  convenience
only and the Company shall use the equivalent forms required at the time of
delivery of the Mortgage Loans or Mortgage-backed  Securities. All Requests
for Advance and Collateral Documents,  should be submitted to the Lender in
a top tabbed, legal size manila file folder, hole-punched and acco-fastened
in the order  specified in the Request for Advance.  Each folder  should be
labelled with the mortgagor name(s),  Company loan number and Company name.
If a Wet Settlement Advance is being requested, the Request for Advance and
required  Collateral  Documents  should be submitted in accordance with the
above instructions.  The remaining Collateral Documents should be submitted
with a cover  letter  identifying  the  mortgagor  name(s) and Company loan
number.

IV.  Prior to making an Wet Settlement Advance, the Lender must receive the
     following:

     (1)  Estimate of the amount of the requested  Advance one (1) Business
          Day prior to such Advance.

     (2)  Copy of settlement  or funding  check issued to the  escrow/title
          company, if applicable.

     (3)  Original Request for Advance against Single Family Mortgage Loans
          (Exhibit C-SF) and one (1) copy of same.

     (4)  Copy of the Purchase Commitment or satisfactory evidence thereof.

     (5)  Bailee  Pledge   Agreement  (only  required  for  Wet  Settlement
          Advance) (Exhibit M).

     (6)  A copy of the HUD-1  Settlement  Statement  or  equivalent  (Home
          Equity Loans and Title I Mortgage Loans only).

     (7)  A copy of HUD  203(K)  Maximum  Mortgage  Worksheet  (HUD  203(K)
          Mortgage Loans only).

     (8)  Evidence  satisfactory  to the  Lender  from  the  title  company
          closing the Mortgage  Loan that such  Mortgage Loan is closed and
          funded (only  required if Wet  Settlement  Advance is directly to
          the Parent).


<PAGE> 42

     The following  must be received by the Lender within five (5) Business
     Days of the date of the Wet Settlement Advance:

     (9)  Original signed  Mortgage Note,  endorsed by the Company in blank
          with corresponding interim endorsements,  if applicable,  and one
          copy of same.

     (10) Copy of the Mortgage certified true by the escrow/title company.

     (11) Copies of all interim  assignments of the Mortgage certified true
          by the escrow/title  company  (recorded or sent for recordation).
          Mortgage Note must bear corresponding endorsements.

     (12) An assignment of the Mortgage,  endorsed by the Company in blank,
          in recordable form but unrecorded.

     (13) Completed Company Worksheet  Concerning  Applicability of Section
          32 of  Regulation  Z (12 CFR Section  226.32)  and, if Section 32
          applies, copies of the disclosure and other related documentation
          delivered  to  the  mortgagor,  or  executed  by  the  mortgagor,
          evidencing compliance with Section 32 (if applicable).

V.   Prior  to the  making  of an  Advance  (other  than  a Wet  Settlement
     Advance),  the Lender  must  receive all of the  Collateral  Documents
     listed in Section I above.

VI.  The Lender  exclusively  shall  deliver the  Mortgage  Notes and other
     original Collateral  Documents evidencing Pledged Mortgages or Pledged
     Securities  and  related  pool  documents  to  the  Investor  or  pool
     custodian, unless otherwise agreed in
     writing.

A.   The following procedures are to be followed for deliveries of
     Pledged Mortgages:

     No later than one (1)  Business  Day prior to the  requested  shipment
     date and no later than one (1)  Business  Day prior to the  expiration
     date  of  the  Purchase  Commitment,   the  Lender  must  receive  the
     following:

     (1)  Signed shipping instructions for the delivery of the
          Pledged Mortgages including the following:
          (a)  Name and address of the office of the Investor to
               which the loan documents are to be shipped, the
               desired shipping date and the preferred method of
               delivery;
          (b)  Instructions for endorsement of the Mortgage Note;
          (c)  Names of mortgagor(s), Mortgage Note Amounts of
               Pledged Mortgages to be shipped and the Company's
               loan number; and
          (d)  Commitment  number  and  expiration  date  of  the  Purchase
               Commitment.

<PAGE> 43

     (2)  For  deliveries of Pledged  Mortgages to FNMA for cash  purchase,
          the following additional documents are required:
          (a) Copy of Loan Schedule (FNMA Form 1068 or 1069)showing the
          Lender's designated FNMA payee code as recipient of the loan
          purchase proceeds.

     (3)  For deliveries of Pledged Mortgages to FHLMC for cash
          purchase, the following additional documents are
          required:
          (a)  Original completed Warehouse Lender Release of
               Security  Interest  (FHLMC  Form 996) to be  executed by the
               Lender,  designating the Lender as the Warehouse  Lender and
               showing the Cash Collateral Account designated by the Lender
               as the receiving account for loan purchase proceeds.
          (b)  Copy of Wire  Transfer  Authorization  for a Cash  Warehouse
               Delivery  (FHLMC  Form 987),  designating  the Lender as the
               Warehouse  Lender and  showing the Cash  Collateral  Account
               designated by the Lender as the  receiving  account for loan
               purchase proceeds.

B.   In the event  Pledged  Mortgages  are  delivered to a pool  custodian,
     other than an Approved  Custodian,  payment of the related  Advance is
     required within two (2) Business Days of shipment.

     The following  procedures are to be followed for deliveries of Pledged
     Mortgages to Approved Custodians:

     No later than one (1)  Business  Day prior to the  requested  shipment
     date and no later than one (1) Business Day prior to required delivery
     date to the Approved Custodian, the Lender must receive the following:

     (1)  Signed shipping instructions for the delivery of the
          Pledged Mortgages to the Approved Custodian including the
          following:
          (a)  Name and address of the office of the Approved
               Custodian to which the loan documents are to be
               shipped, the desired shipping date and the
               preferred method of delivery;
          (b)  Instructions for endorsement of the Mortgage Note;
          (c)  Names of mortgagor(s) and Mortgage Note Amounts of
               Pledged Mortgages to be shipped and the Company's
               loan number; and
          (d)  Commitment  number  and  expiration  date  of  the  Purchase
               Commitment for the Pledged Securities.

<PAGE> 44

     (2)  For  FNMA  Mortgage-backed  Securities  issuance,  the  following
          additional  documents  are  required:  (a)  Copy of  Schedule  of
          Mortgages (FNMA Form 2005 or
               2025).
          (b)  Copy of Delivery Schedule (FNMA Form 2014), instructing FNMA
               to issue the  Mortgage-backed  Securities in the name of the
               Company with the Lender as pledgee and to deliver the 
               Mortgage-backed Securities to the Lender's custody account
               at The Chase Manhattan Bank (CHASE NYC/GEOCUST/MR9229490)
               and bearing the following instructions: "These instructions
               may not be changed without the prior written consent of
               Residential Funding Corporation, Preston A. Lyvers,
               Director or Patti Erfan, Director."
     (3)  For FHLMC Mortgage-backed Securities issuance, the
          following additional documents are required:
          (a)  Copy of Settlement Information and Delivery
               Authorization  (FHLMC Form 939),  designating  the Lender as
               the Warehouse  Lender and  instructing  FHLMC to deliver the
               Mortgage-backed  Securities to the Lender's  custody account
               at The Chase Manhattan Bank (CHASE NYC/GEOCUST/MR9229490).
          (b)  Original  Warehouse  Lender  Release  of  Security  Interest
               (FHLMC Form 996) to be  executed by the Lender,  designating
               the Lender as the Warehouse Lender and instructing  FHLMC to
               deliver  the  Mortgage-backed  Securities  to  the  Lender's
               custody   account  at  The  Chase   Manhattan   Bank  (CHASE
               NYC/GEOCUST/MR9229490).
     (4)  For  GNMA  Mortgage-backed  Securities  issuance,  the  following
          additional  documents are required:
          (a)  Signed original Schedule of Mortgages (HUD Form 11706).
          (b)  Signed original Schedule of Subscribers (HUD Form
               11705)   instructing  GNMA  to  issue  the   Mortgage-backed
               Securities  in the name of the Company and  designating  The
               Chase Manhattan Bank as Agent for
               the Lender as the subscriber, using the following
               language: THE CHASE MANHATTAN BANK AS AGENT FOR
               RESIDENTIAL FUNDING CORPORATION SEG ACCT
               MANUF/CUST/MR9229490). The following instructions
               must also be included on the form: "These
               instructions may not be changed without the prior
               written consent of Residential Funding Corporation,
               Preston A. Lyvers, Director or Patti Erfan,
               Director."
          (c)  Completed  original  Release of Security  Interest (HUD Form
               11711A) to be executed by the Lender.

     (5)  No later than two (2) Business Days prior to the Settlement  Date
          for the  Mortgage-backed  Securities,  the  Lender  must  receive
          signed Securities  Delivery  Instructions form attached hereto as
          Schedule I.


<PAGE> 45

Upon  instruction by the Company,  the Lender will complete the endorsement
of the Mortgage Note and make arrangements for the delivery of the original
Collateral Documents evidencing Pledged Mortgages or Pledged Securities and
related  original pool documents with the appropriate  bailee letter to the
Investor,   Approved  Custodian,  or other pool custodian.  Upon receipt of
Mortgage-backed  Securities,  the  Lender  will cause such  Mortgage-backed
Securities  to  be  delivered  to  the Investor  which  issued the Purchase
Commitment.  Mortgage-backed  Securities  will be  released to the Investor
only upon payment of the purchase proceeds to the Lender.  Cash proceeds of
sales of Pledged  Mortgages  and  Pledged  Securities  shall be applied  to
related  Advances  outstanding  under  the Commitment.  Provided no Default
exists, the  Lender  shall return  any  excess  proceeds  of  the  sale  of
Mortgage  Loans  or  Mortgage-backed  Securities  to  the  Company,  unless
otherwise instructed in writing.


<PAGE> 46


                                                 EXHIBIT D-SF/CONSTRUCTION


         PROCEDURES AND DOCUMENTATION FOR WAREHOUSING SINGLE-FAMILY
                      CONSTRUCTION/PERM MORTGAGE LOANS

     The  following  procedures  and  documentation  requirements  must  be
observed in all respects by the Company. All documents must be satisfactory
to the  Lender in its sole  discretion.  Terms  used  below,  which are not
otherwise defined, shall have the meanings given them in the Agreement. The
HUD,  FNMA and FHLMC form  numbers  referred to herein are for  convenience
only and the Company shall use the equivalent forms required at the time of
delivery of the Mortgage Loans or Mortgage-backed  Securities. All Requests
for Advance and Collateral Documents,  should be submitted to the Lender in
a top tabbed, legal size manila file folder, hole-punched and acco-fastened
in the order  specified in the Request for Advance.  Each folder  should be
labelled with the mortgagor name(s),  Company loan number and Company name.
If a Wet Settlement  Advance and/or Initial  Construction  Advance is being
requested, the Request for Advance and required Collateral Documents should
be submitted  in  accordance  with the above  instructions.  The  remaining
Collateral  Documents  should be submitted with a cover letter  identifying
the mortgagor  name(s) and Company loan number.  If a Construction  Advance
other than an Initial Construction Advance is being requested,  the Request
for Advance and required  Collateral  Documents  should be submitted with a
cover letter identifying the mortgage name(s) and Company loan number.

I.   Prior to making a Wet Settlement Advance,  the Lender must receive the
     following:

     (1)  Estimate of the amount of the requested  Advance one (1) Business
          Day prior to such Advance.

     (2)  Copy of settlement  or funding  check issued to the  escrow/title
          company, if applicable.  (Funding via check available for Initial
          Construction Advance only.)

     (3)  Original    Request    for    Advance    against    Single-Family
          Construction/Perm Mortgage Loans (Exhibit  C-SF/CONSTRUCTION) and
          one (1) copy of same.

     (4)  Bailee  Pledge  Agreement  (only  required  for a Wet  Settlement
          Advance) (Exhibit M).

     (5)  A copy of the Appraisal for the Construction/Perm,  Mortgage Loan
          indicating the As Completed Appraised
          Value.

     (6)  A copy  of the  Cost  Breakdown  detailing  the  Total  Costs  to
          complete the proposed improvements.

     (7)  Copy  of  the  Purchase   Commitment  executed  by  Investor  (if
          applicable).


<PAGE> 47

     (8)  A Copy of the Construction/Building Loan Agreement certified true
          by  the  escrow/title   company,   including   construction  draw
          schedule.

     (9)  Evidence  satisfactory  to the  Lender  from  the  title  company
          closing the Mortgage  Loan that such  Mortgage Loan is closed and
          the initial  construction  advance has been funded (only required
          if Wet Settlement Advance is directly to the Parent).

     Items (2)  through  (9) above must be  received by Lender at least two
     (2) Business Days prior to the Advance.

     The following  must be received by the Lender within five (5) Business
     Days of the date of the Wet Settlement Advance:

     (10) Original signed  Mortgage Note,  endorsed by the Company in blank
          and one copy of same. The Mortgage Note must include all required
          riders including the Construction Rider, if any.

     (11) Copy  of  the  Mortgage  and  required   riders   including   the
          Construction  Rider, if any,  certified true by the  escrow/title
          company.

     (12) Copies of all interim  assignments of the Mortgage certified true
          by the escrow/title  company  (recorded or sent for recordation).
          Mortgage Note must bear corresponding endorsements.

     (13) An assignment  of the Mortgage to the Lender in  recordable  form
          but unrecorded.

     (14) A Copy of the ALTA  Mortgagor's/Lender's  Title Policy.  The ALTA
          Title Policy must be in an amount not less than the Mortgage Note
          Amount,  include a pending  disbursement  clause or be written in
          the full  amount of the  Mortgage  Loan and all but the  standard
          exceptions must be removed.

     (15) A Copy of the Company's  Permanent  Mortgage  Loan  commitment to
          mortgagor(s)

II.  Prior to the making of an Advance (other than a Wet Settlement Advance
     or a  Construction  Advance),  the  Lender  must  receive  all  of the
     Collateral  Documents  listed  in  Section  I above.  Such  Collateral
     Documents  must be received by Lender at least two (2)  Business  Days
     prior to the Advance.



<PAGE> 48

III. Prior to the making of a Construction Advance, the Lender must receive
     the following:

     (1)  All of the Collateral Documents listed in Section I above.
     (2)  Request for Construction Advance (original and one (1) copy).

     (3)  An original or certified copy (by the title company) of
          endorsement to the ALTA Mortgagor's/Lender's Title
          Insurance Policy through the date of the previous
          Construction Advance for the Mortgage Loan.  The
          endorsement must indicate the title has been reviewed and
          updated through the date of the previous Construction
          Advance, the transaction amount must be at least in the
          amount of the previous Construction Advance and the
          cumulative amount of title insurance must be at least
          equal to the aggregate of the Initial Construction
          Advance and the Construction Advances to date by RFC
          against the Mortgage Loan.  The endorsement must also
          include the mortgagor name(s) and the title policy number
          and be executed by an authorized representative of the
          title company.

     (4)  Evidence  satisfactory to the Lender from the title company which
          closed the Mortgage  Loan that the interim  construction  advance
          for such  Mortgage  Loan has been  funded  (only  required if Wet
          Settlement Advance is directly to the Parent).

     Items (1)  through  (4) above must be  received by Lender at least two
     (2) Business Days prior to the Advance.

IV.  Prior to the making of the Final Construction Advance, the Lender must
     receive the following:

     (1)  All of the  Collateral  Documents  listed in  Sections  I and III
          above.

     (2)  An original or certified copy (by the title company) of
          endorsement to the ALTA Mortgagor's/Lender's Title
          Insurance Policy through the date of the Final
          Construction Advance for the Mortgage Loan and showing
          the modification from a construction Mortgage Loan to a
          permanent Mortgage Loan.  The endorsement must indicate
          the title has been reviewed and updated through the date
          of the Final Construction Advance, the transaction amount
          must be at least in the amount of the Final Construction
          Advance and the cumulative amount of title insurance must
          be at least equal to the aggregate of the all
          Construction Advances made by RFC against the Mortgage
          Loan.  The endorsement must also include the mortgagor
          name(s) and the title policy number and be executed by an
          authorized representative of the title company.

<PAGE> 49

     (3)  Copy of the final survey.  This survey must indicate that
          the unit has been constructed within the boundaries of
          the subject property and that it does not encroach on any
          set-back lines, easements or adjacent property (ies).  It
          must be dated within five (5) days of the advance request
          date, include the correct legal description, be certified
          by a registered surveyor and include a raised seal.

     (4) Purchase Commitment executed by Investor.

     (5)  Final of appraiser inspection certifying that the final appraised
          value of premises  encumbered by the Pledged  Mortgage equals the
          As Completed Appraised Value.

     (6)  Evidence  satisfactory to the Lender from the title company which
          closed the Mortgage Loan that the final construction  advance for
          such  Mortgage  Loan  has  been  funded  (only  required  if  Wet
          Settlement Advance is directly to the Parent).

     Items (1)  through  (6) above must be  received by Lender at least two
     (2) Business Days prior to the Advance.

V.   The Lender  exclusively  shall  deliver the  Mortgage  Notes and other
     original Collateral  Documents evidencing Pledged Mortgages or Pledged
     Securities  and  related  pool  documents  to  the  Investor  or  pool
     custodian, unless otherwise agreed in
     writing.

A.   The following procedures are to be followed for deliveries of
     Pledged Mortgages:

     No later than one (1)  Business  Day prior to the  requested  shipment
     date and no later than one (1)  Business  Day prior to the  expiration
     date  of  the  Purchase  Commitment,   the  Lender  must  receive  the
     following:

     (1)  Signed shipping instructions for the delivery of the
          Pledged Mortgages including the following:
          (a)  Name and address of the office of the Investor to
               which the loan documents are to be shipped, the
               desired shipping date and the preferred method of
               delivery;
          (b)  Instructions for endorsement of the Mortgage Note;
          (c)  Names of mortgagor(s), Mortgage Note Amounts of
               Pledged Mortgages to be shipped and the Company's
               loan number; and
          (d)  Commitment  number  and  expiration  date  of  the  Purchase
               Commitment.

     (2)  For  deliveries of Pledged  Mortgages to FNMA for cash  purchase,
          the following additional documents are required:
          (a) Copy of Loan Schedule (FNMA Form 1068 or 1069)
              showing the Lender's designated FNMA payee code as recipient
              of the loan purchase proceeds.

<PAGE> 50

     (3)  For deliveries of Pledged Mortgages to FHLMC for cash
          purchase, the following additional documents are
          required:
          (a)  Original completed Warehouse Lender Release of
               Security  Interest  (FHLMC  Form 996) to be  executed by the
               Lender,  designating the Lender as the Warehouse  Lender and
               showing the Cash Collateral Account designated by the Lender
               as the receiving account for loan purchase proceeds.
          (b)  Copy of Wire  Transfer  Authorization  for a Cash  Warehouse
               Delivery  (FHLMC  Form 987),  designating  the Lender as the
               Warehouse  Lender and  showing the Cash  Collateral  Account
               designated by the Lender as the  receiving  account for loan
               purchase proceeds.

B.   In the event  Pledged  Mortgages  are  delivered to a pool  custodian,
     other than an Approved  Custodian,  payment of the related  Advance is
     required within two (2) Business Days of shipment.

     The following  procedures are to be followed for deliveries of Pledged
     Mortgages to Approved Custodians:

     No later than one (1)  Business  Day prior to the  requested  shipment
     date and no later than one (1) Business Day prior to required delivery
     date to the Approved Custodian, the Lender must receive the following:

     (1)  Signed shipping instructions for the delivery of the
          Pledged Mortgages to the Approved Custodian including the
          following:
          (a)  Name and address of the office of the Approved
               Custodian to which the loan documents are to be
               shipped, the desired shipping date and the
               preferred method of delivery;
          (b)  Instructions for endorsement of the Mortgage Note;
          (c)  Names of Mortgagor and Mortgage Note Amounts of
               Pledged Mortgages to be shipped; and
          (d)  Commitment number and expiration date of the
               Purchase Commitment for the Pledged Securities.
     (2)  For FNMA Mortgage-backed Securities issuance, the
          following additional documents are required:
          (a)  Copy of Schedule of Mortgages (FNMA Form 2005 or
               2025).
          (b)  Copy of Delivery Schedule (FNMA Form 2014), instructing FNMA
               to issue the  Mortgage-backed  Securities in the name of the
               Company with the Lender as pledgee and to deliver the
               Mortgage-backed Securities to the Lender's custody account
               at Chemical Bank NY (CHEMICAL NYC/GEOCUST/MR9229490) and
               bearing the following instructions:  "These instructions
               may not be changed without the prior written consent of
               Residential Funding Corporation, Preston A. Lyvers,
               Director or Patti Erfan, Regional Operations
               Manager."

<PAGE> 51

     (3)  For FHLMC Mortgage-backed Securities issuance, the
          following additional documents are required:
          (a)  Copy of Settlement  Information  and Delivery  Authorization
               (FHLMC Form 939),  designating  the Lender as the  Warehouse
               Lender and instructing FHLMC to deliver the  Mortgage-backed
               Securities to the Lender's  custody account at Chemical Bank
               NY (CHEMICAL NYC/GEOCUST/MR9229490).
          (b)  Original  Warehouse  Lender  Release  of  Security  Interest
               (FHLMC Form 996) to be  executed by the Lender,  designating
               the Lender as the Warehouse Lender and instructing  FHLMC to
               deliver  the  Mortgage-backed  Securities  to  the  Lender's
               custody    account   at   Chemical    Bank   NY    (CHEMICAL
               NYC/GEOCUST/MR9229490).
     (4)  For  GNMA  Mortgage-backed  Securities  issuance,  the  following
          additional  documents are required: 
          (a)  Signed original Schedule of Mortgages (HUD Form 11706).
          (b)  Signed original Schedule of Subscribers (HUD Form
               11705)   instructing  GNMA  to  issue  the   Mortgage-backed
               Securities  in the  name  of  the  Company  and  designating
               Chemical  Bank as Agent for the  Lender  as the  subscriber,
               using the  following  language:  CHEMICAL  BANK AS AGENT FOR
               RESIDENTIAL      FUNDING      CORPORATION      SEG      ACCT
               MANUF/CUST/MR9229490).  The following instructions must also
               be  included  on the form:  "These  instructions  may not be
               changed  without the prior  written  consent of  Residential
               Funding  Corporation,  Preston A. Lyvers,  Director or Patti
               Erfan, Regional Operations Manager."
          (c)  Completed  original  Release of Security  Interest (HUD Form
               11711A) to be executed by the Lender.
     (5)  No later than two (2) Business Days prior to the Settlement  Date
          for the  Mortgage-backed  Securities,  the  Lender  must  receive
          signed Securities  Delivery  Instructions form attached hereto as
          Schedule I.

Upon  instruction by the Company,  the Lender will complete the endorsement
of the Mortgage Note and make arrangements for the delivery of the original
Collateral Documents evidencing Pledged Mortgages or Pledged Securities and
related  original pool documents with the appropriate  bailee letter to the
Investor, Approved  Custodian, or  other pool custodian.  Upon  receipt  of
Mortgage-backed  Securities,  the Lender  will  cause such  Mortgage-backed
Securities  to  be  delivered  to  the  Investor  which issued the Purchase 
Commitment.  Mortgage-backed Securities will be  released  to the  Investor
only upon payment of the purchase  proceeds to the Lender. Cash proceeds of
sales of Pledged  Mortgages  and  Pledged  Securities  shall be  applied to
related  Advances  outstanding   under the Commitment.  Provided no Default
exists, the Lender shall return any excess proceeds of the sale of Mortgage
Loans  or   Mortgage-backed  Securities  to  the Company,  unless otherwise
instructed in writing.


<PAGE> 52


                                                            EXHIBIT D-SF/UNI


           PROCEDURES AND DOCUMENTATION FOR WAREHOUSING
                    UNIMPROVED MORTGAGE LOANS

     The  following  procedures  and  documentation  requirements  must  be
observed in all respects by the Company. All documents must be satisfactory
to the  Lender in its sole  discretion.  Terms  used  below,  which are not
otherwise defined, shall have the meanings given them in the Agreement. All
Requests for Advance and Collateral  Documents,  should be submitted to the
Lender in a top
tabbed,  legal size manila file folder,  hole-punched and  acco-fastened in
the order  specified  in the Request  for  Advance.  Each folder  should be
labelled with the mortgagor name(s), Company loan number and Company name.

I.   AT LEAST FIVE (5)  BUSINESS  DAYS PRIOR TO THE ADVANCE DATE (except in
     the initial Unimproved Advances, in which case the following documents
     must be received at least one (1)  Business  Days prior to the Advance
     Date):

     The Lender must receive a letter  signed by the Company  providing the
     following information on the Pledged Mortgage:

     (1)  Mortgagor's name;
     (2)  Company's case/loan number;
     (3)  Expected Advance date;
     (4)  Original Mortgage Note Amount;
     (5)  Current Mortgage Note Amount;
     (6)  Purchase Price for Related Property;
     (7)  Estimation of Fair Market Value of
          Related Property, Prepared by the Company
          (Properties Intended for Commercial
          Development only); and
     (8)  Original signed Request for Advance (Exhibit C-UNI).

II. AT LEAST ONE (1) BUSINESS DAY PRIOR TO THE DATE OF AN ADVANCE:

     The Lender must receive the following:

     (1)  The original Mortgage Note,  endorsed by the Company in blank and
          without  recourse.  If the Company is not the named holder of the
          Mortgage Note,  the Mortgage Note must bear an  endorsement  from
          the holder to the Company.
     (2)  If the Company is not the  mortgagee on the  Mortgage,  a copy of
          the  assignment of Mortgage by the mortgagee to the Company which
          was sent for recordation on or before the date of the Advance.
     (3)  Original  recorded  assignment of the Mortgage to the Lender,  or
          certified  true  copy of  assignment  of the  Mortgage  sent  for
          recording;

<PAGE> 53

     (4)  Original  assignment  of the security  agreement,  if any, to the
          Lender;
     (5)  Original assignment of the UCC financing  statements,  if any, to
          the Lender in recordable form but unrecorded;
     (6)  A copy of the  title  insurance  commitment  to issue a policy of
          title insurance marked to show the final policy exceptions or, if
          available, a copy of the title insurance policy;
     (7) Check  payable  to the  Lender for the  Warehousing  Fee;  and
     (8) Evidence satisfactory to the Lender from the title company closing
         the  Mortgage  Loan that such  Mortgage  Loan is closed and funded
         (only required if Wet Settlement Advance is directly to the Parent).

III. The Lender  exclusively  shall  deliver the  Mortgage  Notes and other
     original   Collateral   Documents   in   connection   with  any  sale,
     refinancing,   foreclosure  or  other   satisfaction  of  any  Pledged
     Mortgage.  Such deliveries shall be made in accordance with procedures
     specified from time to time by the Lender.



<PAGE> 54


SCHEDULE I
                 RESIDENTIAL FUNDING CORPORATION
                   WAREHOUSING LENDING DIVISION

                  Security Delivery Instructions

INSTRUCTIONS MUST BE RECEIVED TWO (2) BUSINESS DAYS IN ADVANCE OF
PICK-UP/DELIVERY


BOOK-ENTRY DATE: ______________________ SETTLEMENT DATE:__________________
ISSUER:________________________________ SECURITY: $_______________________
NO. OF CERTIFICATES: __________________ 1)________________
                                        2)________________
                                        3)________________

CUSIP #______________
Pool #_______________      MI#______________     Coupon Rate:_____________
Issue Date:(M/D/Y) ________________     Maturity Date:(M/D/Y)_____________

POOL TYPE (circle one):

GNMA:     GNMA I    GNMA II
FHLMC:    FIXED     ARM            DISCOUNT NOTE
FNMA:     FIXED     ARM            DISCOUNT NOTE     DEBENTURES        REMIC



DELIVER TO:_______________________________    (  ) Versus Payment
           _______________________________    DVP AMT. $
           _______________________________    (  ) Free Delivery
DELIVER TO:_______________________________    (  ) Versus Payment
           _______________________________    DVP AMT. $
           _______________________________    (  ) Free Delivery
DELIVER TO:_______________________________    (  ) Versus Payment
           _______________________________    DVP AMT. $
           _______________________________    (  ) Free Delivery



AUTHORIZED SIGNATURE:___________________________________

TITLE:__________________________________________________