Exhibit 10.21

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                               EIGHTH AMENDMENT TO
                           FIRST AMENDED AND RESTATED
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT
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THIS EIGHTH  AMENDMENT  TO FIRST  AMENDED AND  RESTATED  WAREHOUSING  CREDIT AND
SECURITY  AGREEMENT  (this  "Amendment")  is entered into as of this 28th day of
February 2001, by and between MONUMENT MORTGAGE,  INC., a California corporation
("Borrower")  and  RESIDENTIAL  FUNDING  CORPORATION,   a  Delaware  corporation
("Lender").

WHEREAS,  Borrower  and  Lender  have  entered  into a single  family  revolving
warehouse facility with a present  Commitment Amount of $60,000,000,  to finance
Mortgage Loans as evidenced by a First Amended and Restated  Promissory  Note in
the principal sum of $85,000,000,  dated as of August 22, 2000 (the "Note"), and
by a First Amended and Restated  Warehousing Credit and Security Agreement dated
as of August 9, 1999,  as the same may have been  amended or  supplemented  (the
"Agreement"); and

WHEREAS, Borrower has requested that Lender reduce the Commitment Amount, extend
the period for which the Commitment  under the Agreement has been made and amend
certain other terms of the Agreement, and Lender has agreed to such reduction of
the  Commitment  Amount,  extension  of  the  Commitment  and  amendment  of the
Agreement, subject to the terms and conditions of this Amendment.

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

1. The effective date ("Effective Date") of this Amendment is March 1, 2001.

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

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

     "Cash and Cash Equivalents"  means, with respect to any person at any date,
     the sum of the  following  unrestricted  and  unencumbered  assets  of such
     person on such date:  cash,  funds on  deposit  in any Bank  located in the
     United States,  investment grade commercial paper,  money market funds, and
     high grade  marketable  securities  with a maturity of 270 days or less, in
     all cases that qualify as "cash or cash  equivalents" on a balance sheet of
     such Person prepared in accordance with GAAP.

4. Section 1.1 of the Agreement is amended to delete the  following  definitions
in their entirety, replacing them with the following definitions:

     "Commitment Amount" means $25,000,000

     "Maturity  Date" means the earlier of: (a) the close of business on May 31,
     2001 as such date may be  extended  from time to time in writing by Lender,
     in its sole discretion, on which date the Commitment will expire of its own
     term,  and without the necessity of action by Lender,  and (b) the date the
     Advances become due and payable pursuant to Section 8.2 below.


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5. Sections 2.8 and 2.9 of the  Agreement are deleted in their  entirety and the
following is substituted in lieu thereof:

          2.8 Commitment  Fees:  Commitment Fee in the amount of 0.25% per annum
     of the  Commitment  Amount.  The  Commitment  Fee is payable  quarterly  in
     advance.  Lender  computes  the  Commitment  Fee on the basis of the actual
     number of days in each  Calendar  Quarter and a year of 360 days.  Borrower
     must pay the  Commitment  Fee  within 10 days  after  the date of  Lender's
     invoice or account analysis statement.  If the date set forth in clause (a)
     of the  definition of Maturity Date occurs on a day other than the last day
     of a  Calendar  Quarter,  Borrower  must pay the  prorated  portion  of the
     Commitment Fee due from the beginning of the then current  Calendar Quarter
     to and including that date.  Borrower is not entitled to a reduction in the
     amount of the Commitment Fee if (a) the Commitment Amount is reduced or (b)
     the  Commitment  is terminated at the request of Borrower or as a result of
     an Event  of  Default.  If the  Commitment  terminates  at the  request  of
     Borrower or as a result of an Event of Default,  Borrower  must pay, on the
     date of  termination,  a Commitment Fee on the Commitment  Amount in effect
     immediately  prior  to  termination,  for  the  period  from  the  date  of
     termination  to and  including  the date set  forth  in  clause  (a) of the
     definition  of  Maturity  Date on the  date of such  termination.  Lender's
     determination  of the  Commitment  Fee for any  period  is  conclusive  and
     binding, absent manifest error.

          2.9 Warehousing  Fees: At the time of each Advance against an Eligible
     Loan,  Borrower must pay Lender a fee ("Warehousing  Fee") in the amount of
     $25.00.  Borrower  must pay all  Warehousing  Fees within 10 days after the
     date of Lender's invoice or account analysis statement.

6.  Section  6.2 of the  Agreement  is  amended  to add  the  following  Section
immediately following Section 6.2(i):

               6.2(j) On or before the 4th day of each week, a report describing
          the  Cash  and  Cash   Equivalents   owed  and   Mortgage   Loans  and
          Mortgage-backed  Securities held for sale by the Borrower, in form and
          substance satisfactory to Lender.

7. Sections 7.6, 7.8 and 7.9 of the Agreement are deleted in their  entirety and
the following is substituted in lieu thereof:

          7.6  Current  Ratio.  Permit  the ratio of  current  assets to current
     liabilities  of  the  Borrower  and  its  Subsidiaries,   determined  on  a
     consolidated  basis in accordance  with GAAP, at any time to exceed 1.10 to
     1.

          7.8 Minimum Tangible Net Worth.  Permit Borrower's  Tangible Net Worth
     at any time to be less than $10,000,000.

          7.9  Minimum  Cash  and  Cash  Equivalents.  Permit  the Cash and Cash
     Equivalents of Borrower at any time to be less than $5,000,000.

8. Sections  8.1(f),  8.1(g),  8.1(s) and 8.1(t) of the Agreement are deleted in
their entirety and the following are substituted in lieu thereof:

               8.1(f) (1) A case (whether  voluntary or involuntary) is filed by
          or against  Borrower  or any  Subsidiary  or any  Guarantor  under any
          applicable  bankruptcy,  insolvency or other similar  federal or state
          law  now  or  hereafter  in  effect;  or  (2)  a  court  of  competent
          jurisdiction  appoints a receiver (interim or permanent),  liquidator,
          sequestrator,  trustee, custodian or the officer having similar powers


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          over  Borrower or any  Subsidiary  or any  Guarantor  or over all or a
          substantial  part of their respective  properties;  or (3) Borrower or
          any  Subsidiary  or  any  Guarantor  consent  or  the  appointment  or
          possession  by  a  receiver   (interim  or   permanent),   liquidator,
          sequestrator,  trustee,  custodian  or other  officer  having  similar
          powers over Borrower or any Subsidiary or any  Guarantor,  or over all
          or a substantial part of their respective properties;  or (4) Borrower
          or any Subsidiary or any Guarantor makes an assignment for the benefit
          of  creditors;  or (5)  Borrower or any  Subsidiary  or any  Guarantor
          fails,  or admits in writing its inability,  to pay its debts as those
          debts become due; or

               8.1(g) (INTENTIONALLY OMITTED.)

               8.1(s) [INTENTIONALLY OMITTED.]

               8.1(t) [INTENTIONALLY OMITTED.]

9. Section  8.2(e) of the Agreement is deleted in its entirety and the following
is substituted in lieu thereof:

               8.2(e) Borrower  acknowledges  that Mortgage Loans are collateral
          of a type that is the  subject of widely  distributed  standard  price
          quotations  and that  Mortgage-backed  Securities  are collateral of a
          type that is customarily sold on a recognized market.  Borrower waives
          any  right  it may  have  to  prior  notice  of the  sale  of  Pledged
          Securities,  and agrees that  Lender may  purchase  Pledged  Loans and
          Pledged Securities at a private sale of such Collateral.

10. The Lender  hereby  agrees to waive its default  rights with  respect to the
failure  of the  Guarantor  to  comply  with  the  Minimum  Tangible  Net  Worth
requirement  of Section  8.1(t) of the  Agreement  at any time during the period
from August 1, 2000 to and including  December 31, 2000.  The Lender hereby also
waives its default rights with respect to the failure of the Guarantor to comply
with  the  Permitted  Cumulative  Loss  requirement  in  Section  8.1(r)  of the
Agreement for the Calendar  Quarters ending September 30, 2000, and December 31,
2000. These waivers apply only to the specific instances  described herein. They
are  not  waivers  of any  subsequent  breach  of  the  same  provisions  of the
Agreement,  nor are they  waivers of any breach of any other  provisions  of the
Agreement. Notwithstanding the foregoing, the Lender reserves all of the rights,
powers and remedies presently  available to the Lender under the Agreement,  the
Note and the  Guaranty,  including  the right to cease  making  Advances  to the
Company  and the right to  accelerate  any of the  indebtedness  owing under the
Agreement if any other Default or Event of Default occurs under the Agreement.

11.  Upon  execution  of this  Amendment,  Borrower  agrees  to pay to  Lender a
Commitment  Fee for the time  period  from the March 1, 2001,  to and  including
March 31, 2001.

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

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

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


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15. Borrower must deliver to Lender (a) an executed  original of this Amendment;
(b) an executed Certificate of Secretary with corporate resolutions; (c) current
insurance information; (d) the Commitment Fee for the month of March 2001; (e) a
$5,000 extension fee; and (f) a $750 document production fee.

16.  Borrower  represents,  warrants and agrees that (a) except as stated above,
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 Borrower  enforceable in accordance with their terms, as modified
herein,  (c)  Lender  is not in  default  under  any of the Loan  Documents  and
Borrower 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  material  respects,  and (e) there has been no
material adverse change in the financial  condition of Borrower from the date of
the Agreement to the date of this Amendment.

17. Except as hereby expressly  modified,  the Agreement is otherwise  unchanged
and remains in full force and effect, and Borrower 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  will be an  original,  but all of which will  together
constitute one and the same instrument.

IN WITNESS  WHEREOF,  Borrower and 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:______________________________


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STATE OF ____________________ )
                              ) ss.
COUNTY OF ___________________ )

On, _____________________________,  2001, 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, _____________________________,  2001, before me, a Notary Public, personally
appeared  ________________________________  the ________________________________
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:______


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