FIFTH AMENDMENT TO
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT


     THIS FIFTH  AMENDMENT TO WAREHOUSING  CREDIT AND SECURITY  AGREEMENT
(this
"Amendment")  is  entered  into as of this  12th day of  December  1996,
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 Warehousing Commitment Amount
of Ten
Million  Dollars  ($10,000,000),  to finance the  origination and
acquisition of
Mortgage  Loans  as  evidenced  by a  First  Amended  and  Restated
Warehousing
Promissory Note in the principal sum of Ten Million Dollars ($10,000,000),
dated
as of February 29, 1996, a First Amended and Restated  Sublimit  Promissory
Note
in the principal sum of Five Million Dollars ($5,000,000),  dated as of
February
29, 1996, and by a Warehousing  Credit and Security  Agreement dated as of
March
22, 1995, as the same may have been amended or supplemented (the
"Agreement");

     WHEREAS,  the Company and the Lender have entered into a term loan
facility
with a present Term Loan Commitment Amount of One Million Dollars
($1,000,000),
as  evidenced  by a Term Loan  Promissory  Note in the  principal  amount
of One
Million Dollars ($1,000,000), dated as of March 22, 1995 (the "Term Loan
Note"),
and the Agreement;

     WHEREAS,  the  Company  and the  Lender  have also  entered  into a
working
capital facility with a present Working Capital Commitment Amount of One
Million
Dollars  ($1,000,000),  as  evidenced by a First  Amended and  Restated
Working
Capital   Promissory   Note  in  the  principal  sum  of  One  Million
Dollars
($1,000,000),  dated as of February 29, 1996 (the "Working  Capital Note"),
and
the Agreement (the Warehousing  Promissory  Note, the Sublimit  Promissory
Note,
the Term Loan  Promissory  Note and the Working  Capital  Promissory  Note
shall
collectively be referred to as the "Notes");

     WHEREAS,  the  Company  has  requested  the Lender to extend the
period for
which the Warehousing  Commitment and the Working Capital  Commitment
under the
Agreement have 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
, 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:

          "High  LTV  Mortgage  Loan"  means a First  Mortgage  Loan or a
Second
     Mortgage Loan, other than a Title I Mortgage Loan, which has a ratio
of the
     principal  balance of the Mortgage Loan at origination plus, in the
case of
     a Second  Mortgage Loan,  the  outstanding  principal  balance of the
First
     Mortgage Loan against the related improved real property,  to the
appraised
     value of the related  improved  real  property,  which  exceeds one
hundred
     percent (100%).

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

     4. Section 1.1 of the Agreement  shall be amended to delete the
definitions
of "Adjusted  Tangible Net Worth,"  "Collateral  Value,"  "Debt,"  Affair
Market
Value,"  "Home Equity  Advance,"  "Home Equity  Loan,"  "Nonconforming
Mortgage
Loan,"  "Purchase  Commitment"  and "Second  Mortgage  Loan" 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.

          "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.

          "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.

          "Home  Equity  Advance"  means an Advance  made  against a Home
Equity
     Loan.

          "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.

          "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  B-  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).

          "Purchase  Commitment"  means  a  written  commitment,   in  form
and
     substance  satisfactory to the Lender, issued in favor of the Company
by an
     Investor pursuant to which that Investor commits to purchase Mortgage
Loans
     or Mortgage-backed Securities.

          "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.  The  definitions  of  "Goal  Line  Commitment,"  "Goal  Line
Program,"
"Long-term Repurchase Advances" and "Short-term  Repurchase Advances" in
Section
1.1 of the Agreement shall be deleted in their entirety.

     6. The  definitions of  "Warehousing  Maturity  Date" and "Working
Capital
Maturity Date" in Section 1.1 of the Agreement shall be amended by
inserting the
date  "December 31, 1997" in place of "December 31, 1996" wherever it
appears in
such definitions.

     7. Sections  2.1(b)(2),  (5) and (7) of the Agreement are hereby
deleted in
their entirety and the following are substituted in lieu thereof:

          (2) No Advance, other than a Repurchase Advance, shall be made
against
     a Mortgage  Loan which is not  covered  by a  Purchase  Commitment,
and no
     Advance  shall  be made  against  a Home  Equity  Loan  which is not
an RFC
     Mortgage Loan.

          (5) The aggregate  amount of Second Mortgage  Advances
outstanding at
     any one time shall not exceed Three Million Dollars ($3,000,000).

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

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

          2.1(c) No  Warehousing  Advance  shall  exceed  the  following
amount
     applicable to the type of Collateral at the time it is pledged:

               (1) For a  Conforming  Mortgage  Loan or a  Jumbo  Mortgage
Loan
          pledged  hereunder,  other  than  an RFC  Mortgage  Loan,  ninety-
nine
          percent  (99%) of the lesser of (i) the  Mortgage  Note Amount or
(ii)
          the Weighted  Average  Purchase  Commitment  Price  multiplied
by the
          Mortgage Note Amount.

               (2) For a Nonconforming  Mortgage Loan pledged  hereunder,
other
          than an RFC Mortgage Loan,  ninety-five percent (95%) of the
lesser of
          (i) the  Mortgage  Note Amount or (ii) the Weighted  Average
Purchase
          Commitment Price multiplied by the Mortgage Note Amount.

               (3) For a Second Mortgage Loan pledged  hereunder,  other
than an
          RFC Mortgage Loan,  ninety-five percent (95%) of the lesser of
(i) the
          Mortgage Note Amount, or (ii) the Weighted Average Purchase
Commitment
          Price multiplied by the Mortgage Note Amount.

               (4) For an RFC  Mortgage  Loan  pledged  hereunder,  one
hundred
          percent  (100%) of the lesser of (i) the Mortgage  Note Amount or
(ii)
          the Weighted  Average  Purchase  Commitment  Price  multiplied
by the
          Mortgage Note Amount.

               (5) For a Rejected  Mortgage Loan or a Repurchased  Mortgage
Loan
          pledged hereunder, ninety percent (90%) of the Mortgage Note
Amount.

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

          2.8(h) 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  2.8 or, if no
rate is
     applicable, the highest rate then applicable to any outstanding
Advances.

     10.  Section  2.9(f)(12) of the Agreement  shall be deleted in its
entirety
and the following shall be substituted in lieu thereof:

               (12) Three hundred  sixty-five (365) days elapse from the
date of
          the initial Advance made by the Lender against a Repurchased
Mortgage
          Loan or a Rejected Mortgage Loan.

     11.  Section  2.9(f) of the Agreement  shall be further  amended to
add the
following section immediately after Section 2.9(f)(13):

               (14) For any Pledged Mortgage  secured by a Second Mortgage,
one
          hundred twenty (120) days elapse from the date of the initial
Advance
          made by the Lender  against  such  Pledged  Mortgage or payment
of any
          Lien  prior  to such  Pledged  Mortgage  is  delinquent,  and
remains
          delinquent for a period of sixty (60) days or more.

     12. Section 2.9(h)(3) of the Agreement shall be deleted in its
entirety and
the following shall be substituted in lieu thereof:

               (3) On the fifteenth  (15) day of each month  occurring more
than
          sixty (60) days after the date a  Repurchase  Advance is made,
unless
          the  Repurchased  Mortgage Loan or the Rejected  Mortgage Loan
against
          which such  Repurchase  Advance  was made is  included  in an
Eligible
          Mortgage  Pool,  the  Company  shall  reduce the  outstanding
Advance
          against such  Mortgage  Loan by five percent (5%) of the original
face
          amount of the Mortgage Note evidencing such Repurchased  Mortgage
Loan
          or the Rejected Mortgage Loan.

     13. Section 2.16 of the Agreement  shall be deleted in its entirety
and the
following shall be substituted in lieu thereof:

          2.16 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.

     14.  Section 7.9 of the Agreement  shall be deleted in its entirety
and the
following shall be substituted in lieu thereof:

          7.9 Minimum Adjusted Tangible Net Worth.  Permit Adjusted
Tangible Net
     Worth of the Company (and its Subsidiaries, on a consolidated basis)
at any
     time  to  be  less  than  Three  Million  Five  Hundred   Thousand
Dollars
     ($3,500,000).

     15. The Lender  hereby  agrees to waive its default  rights with
respect to
the  failure of the Company to comply with the  Minimum  Adjusted  Tangible
Net
Worth  requirement  of the  Agreement  as of  August  31,  1996,  and each
date
thereafter through but excluding the Effective Date. This waiver applies
only to
the specific  instance  described  herein.  It is not a waiver of any
subsequent
breach of the same provision of the Agreement,  nor is it a waiver of any
breach
of any other  provision 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 Notes and the  Guaranties,  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 occurs
under
the Agreement.

     16. The Sublimit Promissory Note is amended and restated in its
entirety as
set forth in the Second 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 Second Amended and Restated Sublimit Promissory Note delivered in
connection
with this Amendment.

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

     18.  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.

     19. The Company  shall  deliver to the Lender (a) an  executed
original of
this  Amendment;  (b) an executed  original of the Second  Amended and
Restated
Sublimit  Promissory  Note;  (c)  an  executed  Certificate  of  Secretary
with
corporate resolutions;  (d) a current certified tax, lien and judgment
search of
the  appropriate  public records for the Company and the Guarantor,
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;  and (g)
a Two
Hundred Fifty Dollar($250) document production fee.

     20. 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.

     21. 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.

     22. 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.


                             MONUMENT MORTGAGE, INC.,
                             a California corporation


                             By:
                                -------------------------------------------
                             Its:  Senior Vice President/CFO


                             RESIDENTIAL FUNDING CORPORATION,
                             a Delaware corporation


                             By:
                                -------------------------------------------
-
                                   D. GRAHAM SHIPMAN
                             Its:  Director


STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )


     On December 30, 1996, before me, a Notary Public,  personally appeared
Paul
Garrigues,   the  Senior  Vice  President/CFO  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
                                        My Commission
Expires:________________
(SEAL)


STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )


     On January 8, 1997,  before me, a Notary  Public,  personally
appeared  D.
Graham Shipman,  the Director of RESIDENTIAL FUNDING  CORPORATION,  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
                                        My Commission
Expires:________________


(SEAL)




<PAGE>


                              CONSENT OF GUARANTORS


     The undersigned, being the Guarantors under their respective Guaranty
dated
as of  March  22,  1996,  hereby  consent  to the  foregoing  Amendment
and the
transactions   contemplated   thereby  and  hereby  modify  and  reaffirm
their
obligations  under their  respective  Guaranty so as to include  within the
term
"Guaranteed Debt" the  indebtedness,  obligations and liabilities of the
Company
under this Amendment and the Notes.  The Guarantors  hereby  reaffirm that
their
obligations  under their respective  Guaranty are separate and distinct
from the
Company's  obligations  to  Lender,  and  that  their  obligations  under
their
respective  Guaranty  are in full force and effect,  and each hereby
waives and
agrees  not to  assert  any  anti-deficiency  protections  or other  rights
as a
defense to their obligations under their respective Guaranty,  all as more
fully
set forth in each Guaranty,  the terms of each of which are incorporated
herein
as if fully set forth herein.

     Each 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 their  respective  Guaranty  in  connection
with the
foregoing Amendment.

     This Consent of Guarantors  may be executed in any number of
counterparts,
and by the  parties  hereto in  separate  counterparts,  each of which,
when so
executed,  shall  be an  original,  but all  such  counterparts  shall
together
constitute one and the same instrument.

                                   GUARANTORS:



                                   ----------------------------------------
                                            JAMES W. NOACK



                                    ---------------------------------------
                                            JAMES A. UMPHRYES


STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )


     On December 30, 1996, before me, a Notary Public, personally appeared
JAMES
W. NOACK,  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
                                   My Commission Expires:__________________
(SEAL)



STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )

     On December 30, 1996, before me, a Notary Public, personally appeared
JAMES
A.  UMPHRYES,  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
                                   My Commission
Expires:____________________
(SEAL)



<PAGE>


EXHIBIT A-2

              SECOND AMENDED AND RESTATED SUBLIMIT PROMISSORY NOTE


$10,000,000                                              Date: December 12,
1996



     FOR VALUE RECEIVED, the undersigned,  MONUMENT MORTGAGE, INC., a
California
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 Ten Million Dollars  ($10,000,000) or so much thereof as
may be
outstanding  from time to time pursuant to the  Warehousing  Credit and
Security
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
Warehousing  Credit and Security  Agreement  (the  "Agreement")  dated
March 22,
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.

     This Note is given in  replacement  for, and not in  satisfaction  of,
that
certain First Amended and Restated  Sublimit  Promissory Note dated
February 29,
1996, 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.

     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.


                              MONUMENT MORTGAGE, INC.,
                              a California corporation


                              By:
                                 -------------------------------------
                              Its:
                                 -------------------------------------




STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )



     On  ____________________,  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
                              My Commission Expires:___________________
(SEAL)



<PAGE>



                                                                    EXHIBIT
I-SF

                              OFFICER'S CERTIFICATE


     Reference is made to that certain Warehousing Credit and Security
Agreement
(Single Family Mortgage  Loans) between  MONUMENT  MORTGAGE,  INC., a
California
corporation  (the "Company") and  RESIDENTIAL  FUNDING  CORPORATION,  a
Delaware
corporation  (the  "Lender"),  dated  as of March  22,  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,
          7.7, 7.8, 7.9, 7.10, 7.11 and 7.12, 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 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.

     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:
     -------------------

                              MONUMENT MORTGAGE, INC.,
                              a California corporation



                              By:
                                -----------------------------------------
                              Its:
                                -----------------------------------------




<PAGE>


                                   CERTIFICATE
                                       OF
                                  SECRETARY OF
                             MONUMENT MORTGAGE. INC.


     I, the  undersigned,  hereby  certify  that I am the  Secretary of
MONUMENT
MORTGAGE, INC., a California corporation (the "Company" ), and have
knowledge of
the matters contained in this Certificate and hereby certify that:

     1.   The Company is a corporation  duly organized,  validly existing
and in
          good  standing  under  the  laws of the  State of  California
and has
          complied with all certifications,  filings and requirements
necessary
          to continue as a corporation  in the State of California  and for
each
          state  where  the  Company  is  transacting   business  as  a
foreign
          corporation.

     2.   In connection with the single family revolving warehouse facility
made
          to  the  Company  by  RESIDENTIAL  FUNDING  CORPORATION,   a
Delaware
          corporation  (the  "Lender" ) pursuant  to the terms of a
Warehousing
          Credit and Security  Agreement dated as of March 22, 1995, as the
same
          may have been amended or supplemented ( the "Agreement"),  the
Company
          has the valid power and authority to execute and deliver to the
Lender
          the Fifth Amendment to Warehousing  Credit and Security
Agreement and
          the Second Amended and Restated Sublimit Promissory Note.

     3.   The  resolutions  attached to this  Certificate as Exhibit A were
duly
          adopted by either:  (a) by  unanimous  written  action of the
Board of
          Directors  of the  Company;  or  (b) at a  meeting  of  the
Board  of
          Directors  of the Company held on the 9th day of  Dece,ber.
1996,  at
          which meeting a quorum was present. I am the keeper of the Minute
Book
          of the Company and said resolutions  have been entered  therein,
have
          not been altered,  amended, repealed or rescinded, and are now in
full
          force and effect.

     4.   Any  Certificates  of  Incumbency  delivered  in  connection
with the
          Agreement are hereby  deleted in their  entirety and replaced
with the
          new  Certificate  of  Incumbency   attached  to  this
Certificate  of
          Secretary as Exhibit B.

     5.   There have been no  amendments  to the  Articles of
Incorporation  or
          Bylaws  of the  Company  since the date of the most  recent
certified
          copies thereof delivered to the Lender.

     IN  WITNESS  WHEREOF,  I have  hereunto  set my hand  and the  seal of
this
corporation this 30th day of December, 1996.



                                   ----------------------------------------
-
                                   Secretary



<PAGE>


                                    EXHIBIT A
                        RESOLUTIONS OF BOARD OF DIRECTORS


     WHEREAS,  MONUMENT MORTGAGE INC., a California corporation (the
"Company"),
has entered into a single family revolving  warehouse facility (the
"Warehousing
Commitment"),   with  a  present   commitment  amount  of  Ten  Million
Dollars
($10,000,000) (the `"Warehousing  Commitment Amount"),  with RESIDENTIAL
FUNDING
CORPORATION,  a Delaware  corporation  (the  "Lender"),  as evidenced by a
First
Amended and Restated  Warehousing  Promissory  Note in the  principal sum
of Ten
Million  Dollars  ($10,000,000),  dated as of February 29, 1996, a First
Amended
and  Restated  Sublimit  Promissory  Note in the  principal  sum of Five
Million
Dollars ($5,000,000), dated as of February 29, 1996, and by a Warehousing
Credit
and Security  Agreement  dated as of March 22,  1995,  as the same may have
been
amended or supplemented (the "Agreement"); and

     WHEREAS,  the Company and the Lender have entered into a term loan
facility
with a present Term Loan Commitment Amount of One Million Dollars
($1,000,000),
as  evidenced  by a Term Loan  Promissory  Note in the  principal  amount
of One
Million Dollars ($1,000,000), dated as of March 22, 1995, and the
Agreement;

     WHEREAS,  the  Company  and the  Lender  have also  entered  into a
working
capital facility with a present Working Capital Commitment Amount of One
Million
Dollars ($1,000,000) (the "Working Capital Commitment"), as evidenced by a
First
Amended and Restated Working Capital Promissory Note in the principal sum
of One
Million Dollars ($1,000,000), dated as of February 29, 1996, and the
Agreement;

     WHEREAS,   the  Company  proposes  to  extend  the  period  for  which
the
Warehousing  Commitment and the Working Capital  Commitment  under the
Agreement
have been made and to amend certain other terms of the Agreement; and

     WHEREAS, to evidence such extension and amendment,  the Company
proposes to
execute  and  deliver a Fifth  Amendment  to  Warehousing  Credit  and
Security
Agreement  (the  "Amendment"),  and  a  Second  Amended  and  Restated
Sublimit
Promissory  Note  ("Amended  Note"),  copies of which have been presented
to the
Board of Directors of this Company; and

     WHEREAS, the Board of Directors of this Company has determined that it
will
be in the  best  interests  of  this  Company  for the  Company  to  extend
the
Warehousing  Commitment and the Working Capital  Commitment and to amend
certain
terms of the Agreement.

     WHEREAS,  the Board of Directors of the Company has determined that it
will
be in the best  interests  of the  Company to restate the  authority  of
certain
officers and employees to execute and deliver  documents in connection
with the
Loan.

     RESOLVED,  that these  resolutions are enacted by the Board of
Directors of
this Company on its behalf and on behalf of the Company.

     FURTHER RESOLVED,  that the Company shall extend the Warehousing
Commitment
and Working Capital Commitment and to amend the Agreement to be evidenced
by the
Amendment and the Amended Note.

     FURTHER  RESOLVED,  that  the  Amendment  and  Amended  Note  in the
forms
presented  to the Board of  Directors  of this  Company are hereby
approved and
copies thereof are Pled records of this Company with these Resolutions.

     FURTHER RESOLVED,  that any one (insert minimum number required to
sign) of
the following  titles or positions of officers of the Company:  President,
Vice
President, Executive Vice President, Secretary, Assistant Vice President,
Senior
Vice  President  (list  titles/positions  of  officers  authorized,  do not
list
individual  names),  shall be and are authorized,  empowered and directed
in the
name of and on behalf of this Company,  to execute,  acknowledge and
deliver the
Amendment  and the Amended Note in the forms  approved by the Board of
Directors
of this Company as aforesaid,  with such changes therein as may be
acceptable to
such officers, as conclusively evidenced by their execution thereof.

     FURTHER RESOLVED,  that any one (insert minimum number required to
sign) of
the  following  titles or positions  of officers  and  employees of the
Company:
President,  Executive  Vice  President,  Senior Vice  President,  Assistant
Vice
President,   Secretary,   Assistant   Seccretary,   or  Vice   President
(list
titles/positions  of officers and employees  authorized,  do not list
individual
names),  shall be and are authorized,  empowered and directed in the name
of and
on behalf of the Company, to execute,  acknowledge and deliver any bailee
pledge
agreements,  advance requests,  shipping requests,  wire transfer
instructions,
assignments,  security  delivery  instructions and trust receipts and to
endorse
notes in the name of the Company, in any form prescribed by the Lender.

     FURTHER RESOLVED,  that such officers and employees shall be and are
hereby
authorized,  empowered  and  directed to do and  perform  each and every
act and
execute any and all documents and instruments in the name of this Company
as may
be necessary or desirable to enable this Company to amend the  Commitment
and to
carry out the purport and intent of the foregoing Resolutions.



<PAGE>


                                   EXHIBIT "B"

                          CERTIFICATE AS TO INCUMBENCY


TO: RESIDENTIAL FUNDING CORPORATION


     I hereby certify to you that I am the duly elected and qualified
Secretary
of MONUMENT MORTGAGE,  INC., a California  corporation  ("Company") and
that, as
such, I am authorized to execute this  Certificate  on behalf of the
Company.  I
further  certify that the persons  named below are duly  elected,
qualified and
acting officers of the Company, holding on the date hereof the respective
titles
set forth opposite their respective  names,  and that the respective
signatures
get forth opposite their names are their true and genuine signatures:


Name                      Title                         Signature

James A. Umphryes         Executive Vice Pres.       ----------------------
----

James W. Noack            President                  ----------------------
----

Paul Garrigues            Chief Financial Officer    ----------------------
----
                          Sr. Vice Pres.

Lee Decker                Sr. Vice Pres.             ----------------------
----

Jenny Pusich              Secretary                  ----------------------
----

Jill Lewis                Asst. Sec.                 ----------------------
----

Regina E. Kimura          Asst. Sec.                 ----------------------
----

Phyllis E. Bogart         Asst. Sec.                 ----------------------
----

Katey Carroll             Vice President             ----------------------
----

Elly Little               Asst. Sec.                 ----------------------
----

Jennifer Aldrete          Vice President             ----------------------
----


     This Certificate replaces any existing Certificates of Incumbency.
You may
conclusively  rely  on  this  Certificate  until  formally  advised  by  a
like
Certificate of any changes herein.

     IN WITNESS WHEREOF,  I have hereunto executed this Certificate on this
30th
day of December, 1996.



                                      -------------------------------------
-
                                        Secretary


<PAGE>



              SECOND AMENDED AND RESTATED SUBLIMIT PROMISSORY NOTE


$10,000,000                                             Date: December 12,
1996



     FOR VALUE RECEIVED, the undersigned,  MONUMENT MORTGAGE, INC., a
California
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 Ten Million Dollars  ($10,000,000) or so much thereof as
may be
outstanding  from time to time pursuant to the  Warehousing  Credit and
Security
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
Warehousing  Credit and Security  Agreement  (the  "Agreement")  dated
March 22,
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.

     This Note is given in  replacement  for, and not in  satisfaction  of,
that
certain First Amended and Restated  Sublimit  Promissory Note dated
February 29,
1996, 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.

     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 attorney.  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.


                                 MONUMENT MORTGAGE, INC.,
                                 a California corporation


                                 By:
                                   ----------------------------------------
-
                                 Its:  Senior VP / CFO



STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )



     On December 30, 1996, before me, a Notary Public,  personally appeared
Paul
Garrigues,  the CFO-SVP 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
                                   My Commission
Expires:___________________
(SEAL)