EXHIBIT 10.1

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

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THIS
NINTH AMENDMENT TO FIRST AMENDED AND RESTATED WAREHOUSING CREDIT AND SECURITY AGREEMENT (this "Amendment") is entered into as of this 31st day of May 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 $25,000,000, 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 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
extension of the Agreement 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 May 31, 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 to delete the following definitions in their entirety, replacing them with the following definitions:



4.  Section 2.1(a)
of the Agreement is deleted in its entirety and replaced with the following:



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5.  Section 2.5(g)
of the Agreement is deleted in its entirety and replaced with the following:



6.  Section 2.5
of the Agreement is further amended to add the following sections immediately following Section 2.5(g):



7.  Section 3.3
of the Agreement is deleted in its entirety and replaced with the following:



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8.  Section 8.1(r)
of the Agreement is deleted in its entirety and replaced with the following:



9.  The
Borrower is in Default under Section 8.1(n) of the Agreement as a result of the resignation of Rick Cossano as the Chief Executive Officer of the
Guarantor. A breach of Section 8.1(n) is an immediate Event of Default entitling the Lender to exercise all rights it has under the Agreement and the Loan Documents delivered in connection with
the Agreement, including the right to cease making Advances to the Borrower and the right to accelerate the Obligations. Lender is not terminating the Commitment, declaring all Obligations of the
Borrower to be due and owing or exercising its other remedies as a result of such Event of Default at this time, as is permitted under the Agreement. The Lender reserves all of the rights, powers and
remedies to make a termination of benefits as a result of a Default or Event of Default upon 7 days Notice to Borrower.

10.Exhibit Mto the Agreement is hereby deleted in its entirety and replaced with the new Exhibit Mattached to this Amendment. All references in the Agreement
toExhibit Mwill be
deemed to refer to the newExhibit M.

11.Exhibit Nto the Agreement is hereby deleted in its entirety and replaced with the new Exhibit Nattached to this Amendment. All references in the Agreement
toExhibit Nshall
be deemed to refer to the newExhibit N

12. Borrower
must deliver to Lender (a) an executed original of this Amendment; (b) an executed Certificate of Secretary with corporate resolutions;
(c) a $15,000 extension fee; and (d) a $750 document production fee.

13. 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.

14. 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.

15. 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.

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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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CONSENT OF GUARANTOR

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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 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:

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