<PAGE> 37
                                                            EXHIBIT 10.2

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


     THIS SECOND AMENDMENT TO FIRST AMENDED AND RESTATED WAREHOUSING CREDIT
AND SECURITY  AGREEMENT (this  "Amendment") is entered into as of this 29th
day of August  1996,  by and between  U.S.  HOME  MORTGAGE  CORPORATION,  a
Florida corporation (the "Company") and RESIDENTIAL FUNDING CORPORATION,  a
Delaware corporation (the "Lender").

     WHEREAS,  the Company and the Lender have entered into a single family
revolving warehouse facility with a present Commitment Amount of Forty-Five
Million Dollars  ($45,000,000),  to finance the origination and acquisition
of Mortgage  Loans as evidenced  by a  Warehousing  Promissory  Note in the
principal  sum of Forty-Five  Million  Dollars  ($45,000,000),  dated as of
December 27,  1995,  a Sublimit  Promissory  Note in the  principal  sum of
Fifteen Million Dollars ($15,000,000),  dated as of December 27, 1995, (the
"Notes"),  and by a First  Amended  and  Restated  Warehousing  Credit  and
Security  Agreement  dated as of August 31, 1995, as the same may have been
amended or supplemented (the "Agreement");

     WHEREAS,  the Company has  requested  the Lender extend the period for
which the  Commitment  under the  Agreement  has been made and to amend the
Agreement  to allow  for the  warehousing  of FmHA  Mortgage  Loans 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,
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:

          "FmHA" means the Farmers Home Administration and any successor
     thereto.

          "FmHA  Mortgage Loan" means a Mortgage Loan secured by a First
     Mortgage and with respect  to  which  ninety  percent  (90%) of the
     principal amount of each Mortgage Loan is guaranteed by FmHA.


<PAGE> 38

          "HUD 203(K)  Mortgage Loan" means an FHA insured Mortgage Loan
     secured by a First Mortgage, a portion of which will be used for the
     purpose of rehabilitating and/or repairing the related single family
     property, and which satisfies the definition of "rehabilitation loan"
     under 24 C.F.R. Section 203.50(a).

          "RFC  Mortgage  Loan" means a Mortgage Loan covered by a Purchase
     Commitment issued by RFC.

          "Second Mortgage Loan" means a closed-end Mortgage Loan secured
     by a Second Mortgage.

          "Title I Mortgage  Loan" means an FHA  co-insured  Mortgage  Loan
     secured by a Mortgage  which is  underwritten  in accordance  with HUD
     underwriting standards for the Title I Property Improvement Program as
     set forth in and which is reported  for  insurance  under the Mortgage
     Insurance  Program  authorized and  administered  under Title I of the
     National   Housing  Act  of  1934,  as  amended  and  the  regulations
     promulgated thereunder.

     4.  Section  1.1 of the  Agreement  shall be  amended  to  delete  the
definitions  of  "Adjusted  Tangible  Net  Worth,"  "Approved   Custodian,"
"Collateral  Value,"  "Conforming  Mortgage Loan,"  "Conventional  Mortgage
Loan,"  "Debt,"  "Fair Market  Value,"  "Nonconforming  Mortgage  Loan" and
"Operating  Account" in their  entirety,  replacing them with the following
definitions:

          "Adjusted Tangible Net Worth" means with respect to any Person at
     any  date,  the  Tangible  Net  Worth  of such  Person  at such  date,
     excluding  capitalized excess servicing fees and capitalized servicing
     rights, plus one percent (1%) of the Adjusted Servicing Portfolio, and
     plus deferred taxes arising from capitalized excess servicing fees and
     capitalized servicing rights.

          "Approved Custodian" means a pool custodian or other Person which
     is  deemed  acceptable  to the  Lender  from  time to time in its sole
     discretion to hold a Mortgage Loan for inclusion in a Mortgage Pool or
     to hold a  Mortgage  Loan as agent for an  Investor  who has  issued a
     Purchase Commitment for such Mortgage Loan.

          "Collateral Value" means (a) with respect to any Mortgage Loan as
     of the date of  determination,  the  lesser  of (i) the  amount of any
     Advance made against such Mortgage Loan under Section  2.1(c)  hereof;
     or (ii) the Fair Market  Value of such  Mortgage  Loan;  or (b) in the
     event Pledged  Mortgages have been  exchanged for Pledged  Securities,
     the Fair Market Value of such Pledged Securities;  or (c) with respect
     to cash, the amount of such cash.


<PAGE> 39

          "Conforming  Mortgage  Loan" means a First Mortgage Loan which is
     either (a) an FHA insured  (other than a Title I Mortgage  Loan or HUD
     203(K)  Mortgage  Loan)  or  VA  guaranteed  Mortgage  Loan  or  (b) a
     Conventional  Mortgage  Loan which is  underwritten  substantially  in
     accordance  with  FNMA  or  FHLMC  underwriting  standards,   and  the
     principal  amount of which is less than or equal to the maximum amount
     eligible for purchase by FNMA or FHLMC.

          "Conventional  Mortgage Loan" means a First Mortgage Loan,  other
     than an FHA insured,  VA guaranteed  Mortgage Loan or FmHA  guaranteed
     Mortgage Loan.

          "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 loan loss reserves,  Subordinated  Debt
     not due within one year of such date,  and deferred taxes arising from
     capitalized excess servicing fees and capitalized servicing rights.

          "Fair Market  Value" means at any time for a Mortgage Loan or the
     related Mortgage-backed  Security (if such Mortgage Loan is to be used
     to back a Mortgage-backed  Security), (a) if such Mortgage Loan or the
     related Mortgage-backed  Security is covered by a Purchase Commitment,
     the Committed  Purchase Price, or (b) otherwise,  the market price for
     such  Mortgage  Loan or  Mortgage-backed  Security,  determined by the
     Lender
     based on market data for  similar  Mortgage  Loans or  Mortgage-backed
     Securities and such other criteria as the Lender deems appropriate.

          "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 the
     underwriting  standards of the Investor to which such Mortgage Loan is
     to be sold under a Purchase  Commitment,  provided  such  underwriting
     standards  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).


          "Operating  Account" means a demand deposit account maintained at
     the Funding Bank in the name of the Company and designated for funding
     that  portion of each  Mortgage  Loan not  funded by an  Advance  made
     against such Mortgage  Loan and for returning any excess  payment from
     an Investor for a Pledged Mortgage or Pledged Security.

     5. The  definition of "Maturity  Date" in Section 1.1 of the Agreement
shall be  amended  by  inserting  the date  "August  31,  1997" in place of
"August 31, 1996" wherever it appears in such definition.


<PAGE> 40

     6.   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 Home Equity
          Loan, a Title I Mortgage Loan or a HUD 203(K) Mortgage Loan.

     7.   Section  2.1(c) (1)  of  the  Agreement  shall  be deleted in its
entirety and the following shall be substituted in lieu thereof:

               (1)  For a  Conforming Mortgage Loan, a Jumbo
          Mortgage Loan or  an  FmHA  Mortgage  Loan pledged
          hereunder,  other  than   an  RFC  Mortgage  Loan,
          ninety-eight percent  (98%) of  the  lesser of (A)
          the Mortgage Note Amount or (B) the product of the
          weekly Weighted Average Purchase Commitment  Price
          at the  time of  the  Advance  multiplied  by  the
          Mortgage Note Amount.

     8.   Section 2.1(c) of the Agreement shall be further amended by adding
the following Section 2.1(c)(5) at the end thereof:

               (5) For an RFC Mortgage Loan pledged hereunder, one
          hundred percent (100%) of the lesser of (i) the Mortgage
          Note Amount or (ii) the Committed Purchase Price.

     9.  Sections  2.2(d) and 2.2(e) of the  Agreement  shall be deleted in
their entirety and the following shall be substituted in lieu thereof:

          2.2(d) The Company  shall hold in trust for the  Lender,  and the
     Company shall deliver to the Lender  promptly upon request,  or within
     one  hundred  twenty  (120)  days  from the date an  Advance  was made
     against  such Pledged  Mortgage and the Pledged  Mortgage is not being
     held by an Investor for purchase or has not been redeemed from pledge,
     the following: (1) the originals of the Collateral Documents for which
     copies are required to be delivered to the Lender  pursuant to Exhibit
     D-SF,  Exhibit  D-SF/CONSTRUCTION  or Exhibit D-UNI,  (2) the original
     lender's ALTA Policy of Title Insurance or an equivalent thereto,  and
     (3) any  other  documents  relating  to a Pledged  Mortgage  which the
     Lender  may  request,  including,  without  limitation,  documentation
     evidencing  the FHA  Commitment  to Insure or the FmHA  Guaranty or VA
     Guaranty of any Pledged  Mortgage  which is either FHA  insured,  FmHA
     guaranteed or VA guaranteed, the appraisal, Private Mortgage Insurance
     Certificate,  if applicable, the Regulation Z Statement,  certificates
     of casualty or hazard  insurance,  credit  information on the maker of
     each such Mortgage Note, a copy of a HUD-1 or  corresponding  purchase
     advice and other documents of all kinds which are customarily  desired
     for inspection or transfer  incidental to the purchase of any Mortgage
     Note by an Investor and any additional documents which are customarily
     executed by the seller of a Mortgage Note to an Investor.

          2.2(e) To make an  Advance,  the Lender  shall  cause the Funding
     Bank to credit an account of the Company with the Funding Bank,  which
     account  shall be under the  exclusive  control  of the  Lender,  upon
     compliance by the Company with the terms of this Agreement. The Lender
     shall  determine in its sole discretion the method by which an Advance
     is made.
<PAGE> 41

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

          2.3  Notes.  The  Company's  Obligations in  respect of  Ordinary
     Warehousing Advances and Nonconforming  Advances shall be evidenced by
     a Warehousing Promissory Note of the Company substantially in the form
     of Exhibit A-1  attached  hereto,  and the  Company's  Obligations  in
     respect of  Construction  Advances,  Unimproved  Advances and Advances
     made  against  FmHA  Mortgage  Loans shall be  evidenced by a Sublimit
     Promissory  Note of the Company  substantially  in the form of Exhibit
     A-2  attached   hereto,   each  note  dated  as  of  the  date  hereof
     (Warehousing   Promissory  Note  and  Sublimit   Promissory  Note  are
     collectively  referred  to as the  "Notes").  The  terms  "Warehousing
     Promissory Note",  "Sublimit Promissory Note," "Note" or "Notes" shall
     include all extensions,  renewals and  modifications  of the Notes and
     all substitutions  therefor. All terms and provisions of the Notes are
     hereby incorporated herein.

     11.  Section 2.4 of the Agreement shall be deleted in its entirety and
the following shall be substituted in lieu thereof:

     2.4  Interest.

          2.4(a) Except as otherwise provided in Section 2.4(g) hereof, the
     unpaid  amount of each Ordinary  Warehousing  Advance and each Advance
     against an FmHA Mortgage Loan (net of applicable  Buydown)  shall bear
     interest,  from the date of such Ordinary Warehousing  Advance,  until
     paid in full, at the Ordinary Warehousing Rate.

          2.4(b) Except as otherwise provided in Section 2.4(g) hereof, the
     unpaid  amount  of  each  Nonconforming  Advance  (net  of  applicable
     Buydown)  shall  bear  interest,  from the date of such  Nonconforming
     Advance, until paid in full, at the Nonconforming Rate.

          2.4(c) Prior to the occurrence of an Event of Default, the unpaid
     amount of (i) each  Construction  Advance (net of applicable  Buydown)
     shall bear interest,  from the date of such Construction Advance until
     paid in full,  at the  Construction  Rate,  and (ii)  each  Unimproved
     Advance (net of applicable Buydown) shall bear interest, from the date
     of such Unimproved Advance until paid in full, at the Unimproved Rate.

          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 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  during  the
     calendar year in which the benefit was received.  Any Earnings  Credit

<PAGE> 42

     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.

          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.

          2.4(e)  Interest shall be computed on the basis of a 360-day year
     and  applied to the  actual  number of days  elapsed in each  interest
     calculation  period and shall be payable  monthly in  arrears,  on the
     first day of each month, commencing with the first month following the
     Closing Date and on the Maturity Date.

          2.4(f) If, for any reason, no interest is due on an Advance,  the
     Company agrees to pay to the Lender an administrative fee equal to one
     day of  interest  on  such  Advance  at the  rate  applicable  to such
     Advances under the applicable section hereof, as in effect on the date
     of such  Advance.  Administrative  and  other  fees  shall  be due and
     payable in the same manner as interest is due and payable hereunder.

          2.4(g) Upon demand of the Lender and 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 Advance.


<PAGE> 43

     12.  Section  2.5(d)(6)  of  the  Agreement  shall  be deleted  in its
entirety and the following shall be substituted in lieu thereof:

               (6) On the date on which a Pledged Mortgage is determined to
          have been  originated  based on untrue,  incomplete or inaccurate
          information,  whether or not the  Company had  knowledge  of such
          misrepresentation  or  incorrect  information,   or  the  Pledged
          Mortgage  is (i) in the  case  of an  Unimproved  Mortgage  Loan,
          delinquent  (without  giving  effect  to any  grace  period)  and
          remains  delinquent for a period of thirty (30) days or more, and
          (ii) in all other cases,  defaulted  and remains in default for a
          period of sixty (60) days or more.

     13.  Section 2.8(a) of the Agreement shall be  deleted in its entirety
and the following shall be substituted in lieu thereof:

          2.8(a) The Company  agrees to pay to the Lender a Commitment  Fee
     in the amount of  one-tenth  of one  percent  (1/10%) per annum of the
     lesser of Fifteen  Million  Dollars  ($15,000,000)  or the  Commitment
     Amount,  which  Commitment  Fee may be paid  quarterly  in advance and
     shall be  computed  on the basis of a 365-day  year and applied to the
     actual  number of days elapsed in such calendar  quarter.  The Company
     shall make quarterly payments of the Commitment Fee on the first (1st)
     day of each calendar  quarter.  If the Maturity Date is other than the
     last day of a calendar  quarter,  the Company  shall pay the  prorated
     portion of the quarterly  Commitment Fee due from the beginning of the
     then current  calendar quarter to and including the Maturity Date. For
     the purposes hereof,  calendar  quarters shall be defined as the three
     (3) month  periods  beginning  on each April 1, July 1,  October 1 and
     January 1. The Company  shall not be  entitled  to a reduction  in the
     amount of the Commitment  Fee, in the event the  Commitment  Amount is
     reduced  or in the event  that the  Commitment  is  terminated  at the
     request of the Company or as a result of an Event of  Default.  If the
     Commitment  terminates at the request of the Company or as a result of
     an Event of Default, the unpaid balance of the Commitment Fee shall be
     due and payable in full on the date of such termination.

     14.  Section 2.10 of the Agreement shall be deleted in its entirety and
the following shall be substituted in lieu thereof:

          2.10 Miscellaneous  Charges.  The Company agrees to reimburse the
     Lender  for   miscellaneous   charges  and   expenses   (collectively,
     "Miscellaneous  Charges")  incurred  by or on behalf of the  Lender in
     connection with the handling and  administration  of Advances,  and to
     reimburse  the  Lender for  Miscellaneous  Charges  incurred  by or on
     behalf  of  the   Lender  in   connection   with  the   handling   and
     administration   of  the   Collateral.   For  the   purposes   hereof,
     Miscellaneous  Charges shall  include,  but not be limited to, charges
     for wire transfers,  check  processing  charges,  charges for security
     delivery  fees,  charges  for  overnight  delivery  of  Collateral  to
     Investors,  Funding  Bank's  service  charges  and  Designated  Bank's
     service  charges.  Miscellaneous  Charges are due when  incurred,  but
     shall not be delinquent if paid within fifteen (15) days after receipt
     of an invoice or an account analysis statement from the Lender.
<PAGE> 44

     15.  Section 3.1(c) of the Agreement shall be  deleted in its entirety
and the following shall be substituted in lieu thereof:

          3.1(c) All private mortgage  insurance and all commitments issued
     by the FHA,  FmHA or VA to  insure or  guarantee  any  Mortgage  Loans
     included in the Pledged  Mortgages;  all Purchase  Commitments held by
     the Company covering the Pledged  Mortgages or the Pledged  Securities
     and all proceeds resulting from the sale thereof to Investors pursuant
     thereto;  and all personal  property,  contract rights,  servicing and
     servicing  fees and income or other  proceeds,  amounts  and  payments
     payable to the Company as compensation or reimbursement,  accounts and
     general  intangibles  of  whatsoever  kind  relating  to  the  Pledged
     Mortgages,  the  Pledged  Securities,   said  FHA  commitments,   FmHA
     commitments or VA commitments  and the Purchase  Commitments,  and all
     other documents or instruments  relating to the Pledged  Mortgages and
     the Pledged Securities, including, without limitation, any interest of
     the Company in any fire, casualty or hazard insurance policies and any
     awards  made by any public  body or decreed by any court of  competent
     jurisdiction  for a taking or for  degradation of value in any eminent
     domain proceeding as the same relate to the Pledged Mortgages.

     16.  Section 5.13 of the Agreement shall be amended to add the following
Section 5.13(f) at the end thereof:

          5.13(f)  Lender in good  standing  under the FmHA loan  guarantee
     program  eligible  to  originate,  purchase,  hold,  sell and  service
     FmHA-guaranteed Mortgage Loans.

     17.  Section 5.15(e) of the Agreement shall be deleted in its entirety
and the following shall be substituted in lieu thereof:

          5.15(e) The Company has complied and will continue to comply with
     all laws, rules and regulations in respect of the FHA insurance,  FmHA
     guaranty or VA guaranty of each  Mortgage Loan included in the Pledged
     Mortgages designated by the Company as an FHA insured, FmHA guaranteed
     Mortgage Loan or VA guaranteed  Mortgage  Loan,  and such insurance or
     guarantee  is and will  continue to be in full force and  effect.  All
     such FHA insured,  FmHA  guaranteed  Mortgage  Loans and VA guaranteed
     Mortgage Loans comply and will continue to comply in all respects with
     all applicable  requirements for purchase under the FNMA standard form
     of selling  contract for FHA  insured,  FmHA  guaranteed  loans and VA
     guaranteed  loans  and any  supplement  thereto  then in  effect.

     18.  Section 6.13(b) of the Agreement shall be deleted in its entirety
and the following shall be substituted in lieu thereof:

          6.13(b)  Service or cause to be serviced  all  Mortgage  Loans in
     accordance  with the standard  requirements of the issuers of Purchase
     Commitments  covering  the same and all  applicable  FHA,  FmHA and VA
     requirements,   including   without   limitation  taking  all  actions
     necessary  to  enforce  the  obligations  of the  obligors  under such
     Mortgage Loans.  The Company shall service or cause to be serviced all
     Mortgage  Loans  backing   Pledged   Securities  in  accordance   with
     applicable  governmental  requirements  and requirements of issuers of
     Purchase  Commitments  covering the same.  The Company  shall hold all
     escrow funds  collected in respect of Pledged  Mortgages  and Mortgage
     Loans backing  Pledged  Securities in trust,  without  commingling the
     same with non-custodial funds, and apply the same for the purposes for
     which such funds were collected.


<PAGE> 45

     19. Upon execution of this Amendment, the Company agrees to pay to the
Lender the pro rata  Commitment Fee on the Commitment  Amount for the month
of September 1996.

     20. The  Sublimit  Promissory  Note is  amended  and  restated  in its
entirety as set forth in the First Amended and Restated Sublimit Promissory
Note, in the form of Exhibit A-2 attached to this Amendment. All references
in this  Amendment  and in the  Agreement to the Sublimit  Promissory  Note
shall be  deemed  to refer  to the  First  Amended  and  Restated  Sublimit
Promissory Note delivered in connection with this Amendment.

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

     22.  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.

     23. The Company shall  deliver to the Lender (a) an executed  original
of this  Amendment;  (b) an executed  First  Amended and Restated  Sublimit
Promissory  Note;  (c) an executed  Certificate of Secretary with corporate
resolutions;  (d)  executed  UCC-3  financing  statements;  (e)  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;  (f)  current  Certificates  of Good  Standing of the
Company;  (g) current  insurance  information;  and (h) a Two Hundred Fifty
Dollar ($250) document production fee.

     24. The Company represents,  warrants and agrees that (a) there exists
no  Default  or Event of  Default  under  the Loan  Documents,  except  for
Defaults with respect to the JRH Eastridge  Partners  Mortgage Loan and the
Paradise  Valley  Partners,  LLC Mortgage Loan which have been disclosed to
the Lender,  (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.

     25. 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.


<PAGE> 46

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


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

                              U.S. HOME MORTGAGE CORPORATION


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


                              RESIDENTIAL FUNDING CORPORATION,
                              a Delaware corporation


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


<PAGE> 47

STATE OF Texas  )
                ) ss
COUNTY OF Harris)

     On  August 30, 1996, before me, a Notary Public, personally appeared
Thomas A. Napoli,  the Vice President of U.S. HOME MORTGAGE  CORPORATION,
a Florida corporation, personally known to me (or proved to me on the basis
of  satisfactory evidence) to be the person whose name is subscribed to the
within instrument and acknowledged to me that he/she executed the same in
his/her authorized capacity,  and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the
instrument.

     WITNESS my hand and official seal.

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


STATE OF Florida    )
                    ) ss
COUNTY OF Breward   )

     On, September 4, 1996,  before  me, a  Notary Public,  personally
appeared Donna A. West, the Director of RESIDENTIAL FUNDING CORPORATION,
a Delaware corporation, personally known to me (or proved to me on the basis
of satisfactory evidence) to be the person whose name is subscribed to the
within instrument and  acknowledged to me that he/she executed the same in
his/her authorized capacity, and that by his/her signature on the instrument
the person, or the entity upon behalf of which the person acted, executed the
instrument.

     WITNESS my hand and official seal.

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


<PAGE> 48


                                EXHIBIT A-2

       FIRST AMENDED AND RESTATED SUBLIMIT PROMISSORY NOTE



$45,000,000                                Date:  August 29, 1996


     FOR VALUE RECEIVED, the undersigned, U.S. HOME MORTGAGE CORPORATION, a
Florida corporation  (herein called the "Company"),  hereby promises to pay
to the order of RESIDENTIAL  FUNDING  CORPORATION,  a Delaware  corporation
(the "Lender" or,  together with its successors and assigns,  the "Holder")
whose principal place of business is 8400 Normandale Lake Blvd., Suite 600,
Minneapolis,  Minnesota  55437,  or at such  other  place as the Holder may
designate  from  time to time,  the  principal  sum of  Forty-Five  Million
Dollars ($45,000,000) or so much thereof as may be outstanding from time to
time pursuant to the Agreement described below, and to pay interest on said
principal  sum or such part  thereof as shall  remain  unpaid  from time to
time,  from the date of each Advance  until  repaid in full,  and all other
fees and charges due under the Agreement,  at the rate and at the times set
forth in the  Agreement.  All  payments  hereunder  shall be made in lawful
money of the United States and in immediately available funds.

     This Note is given to  evidence  an actual  warehouse  facility in the
above  amount  and is the  Sublimit  Promissory  Note  referred  to in that
certain  First  Amended  and  Restated   Warehousing  Credit  and  Security
Agreement (the "Agreement")  dated August 31, 1995, between the Company and
the Lender,  as the same may be amended or supplemented  from time to time,
and is entitled to the  benefits  thereof.  Reference is hereby made to the
Agreement (which is incorporated  herein by reference as fully and with the
same  effect as if set forth  herein at length)  for a  description  of the
Collateral, a statement of the covenants and agreements, a statement of the
rights and  remedies  and  securities  afforded  thereby and other  matters
contained therein.  Capitalized terms used herein, unless otherwise defined
herein,  shall  have the  meanings  given  them in the  Agreement.  Without
limiting the  generality  of the  foregoing,  this Note,  together with the
Sublimit Promissory Note, evidences a single line of credit, and the Lender
has not  committed  to make  Advances  with an aggregate  principal  amount
exceeding the Commitment Amount,  notwithstanding  the fact that the sum of
the principal amount of the Notes may exceed the Commitment Amount.

     This Note is given in  replacement  for, and not in  satisfaction  of,
that certain  Sublimit  Promissory Note dated December 27, 1995, and issued
by the  Company  to  evidence  its  Obligations  under the  Agreement  (the
"Existing  Note").  All amounts owed by the Company under the Existing Note
(including,  without limitation, the unpaid principal thereunder,  interest
accrued  thereon and fees accrued under the  Agreement,  whether or not yet
due and owing) as of the date hereof, shall be owed hereunder.


<PAGE> 49

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

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

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

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

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


                              U.S. HOME MORTGAGE CORPORATION,
                              a Florida corporation


                              By:

                              Its:


STATE OF _______________ )
                         ) ss
COUNTY OF ______________ )

     On                  , 1996, before me, a Notary Public,
personally appeared                                 , the
              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.



                              Notary Public
  (SEAL)                      My Commission Expires:




<PAGE> 50


                                                   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.


<PAGE> 51

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> 52


          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:   Loan loss reserves:                   $ ________________
          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:   Loan loss reserves:                  $ ________________
          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                                 $ _________________


<PAGE> 53

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> 54

EXHIBIT D-SF


           PROCEDURES AND DOCUMENTATION FOR WAREHOUSING
                   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.

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.

     (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).

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

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


<PAGE> 55

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

     (10) 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.

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

     (12) 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).

II.  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.

III. 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> 56

     (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.
     (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."

<PAGE> 57

     (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.



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> 58


                                                       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: