Exhibit 10.19

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

     THIS THIRD AMENDMENT TO FIRST AMENDED AND RESTATED  WAREHOUSING  CREDIT AND
SECURITY  AGREEMENT  (this  "Amendment")  is entered into as of this 27th day of
June 2000, by and between MONUMENT MORTGAGE, INC., a California 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 $75,000,000, to
finance the  origination  and  acquisition  of Mortgage  Loans as evidenced by a
Promissory Note in the principal sum of  $75,000,000,  dated August 9, 1999 (the
"Note"),  and by a First  Amended and Restated  Warehousing  Credit and Security
Agreement  dated  August  9,  1999,  as  the  same  may  have  been  amended  or
supplemented (the "Agreement");

     WHEREAS, the Company has requested that the Lender temporarily increase the
Sublimits for Uncommitted Second Mortgage Loans and Wet Settlement Advances, and
the  Lender  has  agreed to such  temporary  increases  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 is 6/28/00.

     3. Exhibit M to the  Agreement is deleted in its entirety and replaced with
the new Exhibit M attached to this  Amendment.  All references in this Amendment
and the Agreement to Exhibit M shall be deemed to refer to the new Exhibit M.

     4. The Company must deliver to the Lender (a) an executed  original of this
Amendment; and (b) a $350 document production fee.

     5. 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.

     6.  Except  as  hereby  expressly  modified,  the  Agreement  is  otherwise
unchanged  and remains in full force and effect,  and the Company  ratifies  and
reaffirms all of its obligations thereunder.

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

<PAGE>

     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.


                                           MONUMENT MORTGAGE, INC.,
                                           a California corporation

                                           By:

                                           Its:



                                           RESIDENTIAL FUNDING CORPORATION,
                                           a Delaware corporation

                                           By:

                                           Its:

STATE OF ____________________ )
                              ) ss.
COUNTY OF ___________________ )

     On  _____________,  2000, before me, a Notary Public,  personally  appeared
_____________________, the _________________________ of MONUMENT MORTGAGE, INC.,
a California  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:


STATE OF ____________________ )
                              ) ss.
COUNTY OF ___________________ )

     On  _____________,  2000, before me, a Notary Public,  personally  appeared
_____________________,  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.

                                           _______________________________
                                           Notary Public
(SEAL)                                     My Commission Expires:

<PAGE>

                              CONSENT OF GUARANTOR

     The undersigned,  being the Guarantor under the Guaranty dated as of August
9,  1999,  hereby  consents  to the  foregoing  Amendment  and the  transactions
contemplated thereby and hereby modifies and reaffirms his obligations under his
Guaranty so as to include within the term  "Guaranteed  Debt" the  indebtedness,
obligations and  liabilities of the Company under this Amendment.  The Guarantor
hereby  reaffirms  that his  obligations  under his  Guaranty  are  separate and
distinct  from the Company's  obligations  to Lender,  and that his  obligations
under the  Guaranty are in full force and effect,  and hereby  waives and agrees
not to assert any  anti-deficiency  protections  or other rights as a defense to
his obligations under the Guaranty, all as more fully set forth in the Guaranty,
the terms of which are incorporated herein as if fully set forth herein.

     The Guarantor  further agrees,  upon Lender's  request,  to execute for the
benefit of Lender an  additional  guaranty  in form and  content  acceptable  to
Lender  and  conforming  to  the  Guaranty  in  connection  with  the  foregoing
Amendment.

                                             GUARANTOR:

                                             FiNET.COM, INC.,
                                             a Delaware corporation

                                             By:

                                             Its:

STATE OF ____________________ )
                              ) ss.
COUNTY OF ___________________ )

     On ______________,  2000, before me, a Notary Public,  personally  appeared
______________________,   the  _________________________  of  FiNET.COM.INC.,  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.


                                           _______________________________
                                           Notary Public
(SEAL)                                     My Commission Expires:

<PAGE>

                              CONSENT OF GUARANTOR
--------------------------------------------------------------------------------

The  undersigned,  being the Guarantor  under the Guaranty dated as of August 9,
1999,   hereby  consents  to  the  foregoing   Amendment  and  the  transactions
contemplated thereby and hereby modifies and reaffirms its obligations under its
Guaranty so as to include within the term  "Guaranteed  Debt" the  indebtedness,
obligations  and  liabilities of Borrower under this Amendment and the Note. The
Guarantor hereby reaffirms that its obligations  under its Guaranty are separate
and distinct from  Borrower's  obligations to Lender,  and that its  obligations
under the  Guaranty are in full force and effect,  and hereby  waives and agrees
not to assert any  anti-deficiency  protections  or other rights as a defense to
its obligations under the Guaranty, all as more fully set forth in the Guaranty,
the terms of which are incorporated herein as if fully set forth herein.

Dated: ______________
                                           FINET.COM, INC.,
                                           a Delaware corporation

                                           By:_______________________________

                                           Its:______________________________


STATE OF ____________________ )
                              ) ss.
COUNTY OF ___________________ )


On  _______________,  2001,  before  me, a Notary  Public,  personally  appeared
_______________________  the  _________________  of FINET.COM,  INC., 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.

                                          ___________________________________
                                          Notary Public

                                          (SEAL) My Commission Expires:______