SERVICING ACQUISITION PROMISSORY NOTE


Date: April 15, 1998
$1,870,000


     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 One Million Eight Hundred Seventy Thousand Dollars
($1,870,000)
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 a" "hall 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  credit  facility  in the
above
amount  and is the  Servicing  Acquisition  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 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:  President


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On April 22,  1998,  before me, a Notary  Public,  personally
appeared
James  W.  Noack,  the  President  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>


                                   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 Tenth Amendment to Warehousing  Credit and Security
Agreement and
          the Servicing Acquisition 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 _____ day of , 19__,  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 f
          orce and effect .

     4.   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 22nd day of April, 1998

                                       _________________________
                                       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 with a
present
commitment amount of Ten Million Dollars ($10,000,000), temporarily
increased to
Fifty-Five Million  Dollars'($55,000,000) (the "Warehousing Commitment
Amount"),
with RESIDENTIAL FUNDING CORPORATION,  a Delaware corporation (the
"Lender"), as
evidenced by a Second Amended and Restated  Warehousing  Promissory  Note
in the
principal sum of Fifty-Five Million Dollars ($55,000,000),  dated as of
February
23, 1998, and by a Warehousing Credit and Security Agreement,  dated as of
March
22, 1995, as the same may have been amended or  supplemented  (the
"Warehousing
Agreement"); and

     WHEREAS, the Company and the Lender have entered into a term loan
facility,
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
Warehousing
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
Warehousing
Agreement;

     WHEREAS,  the Company proposes to add a servicing  acquisition
facility to
the Warehousing Agreement; and

     WHEREAS,  to evidence  such  addition  to the  Warehousing  Agreement,
the
Company proposes to execute and deliver a Tenth Amendment to Warehousing
Credit
and Security Agreement (the "Amendment") and a Servicing Acquisition
Promissory
Note dated as of April 15, 1998 ("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  amend
the
Warehousing Agreement.

     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 amend the Warehousing
Agreement to
be evidenced by the Amendment and the Note.

     FURTHER RESOLVED, that the Amendment and the Note in the forms
presented to
the Board of Directors of this  Company are hereby  approved and copies
thereof
are filed in the 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,
Chief
Financial  Officer,  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  in the form  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 such officers 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 Warehousing Agreement and to
carry
out the purport and intent of the foregoing Resolutions.


<PAGE>


                                                             EXHIBIT A-5
                      SERVICING ACQUISITION PROMISSORY NOTE


Date: April 15, 1998                                           $1,870,000


     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 One Million Eight Hundred Seventy Thousand Dollars
($1,870,000)
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  credit  facility  in the
above
amount  and is the  Servicing  Acquisition  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 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 C-SA

                      SERVICING ACQUISITION ADVANCE REQUEST

Date:_______________, 1998

     Reference is made to that certain Warehousing Credit and Security
Agreement
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 Servicing  Acquisition Loan Advance
Request is
submitted to the Lender pursuant to Section 2.17(a) of the Agreement.

     The  undersigned  hereby  requests a Servicing  Acquisition  Advance
in the
principal amount of $_______ to be made on  _______________,  1998. After
giving
effect  to  such  Servicing   Acquisition  Advance,  the  aggregate
outstanding
principal amount of all Servicing Acquisition Advances will be $_________.

     The aggregate outstanding principal balances of the Mortgage Loans
serviced
pursuant to Special Servicing  Contracts to be acquired in the Special
Servicing
Acquisition to be financed with the requested  Servicing  Acquisition
Advance is
$______________.  The aggregate  outstanding  principal  balance of the
Mortgage
Loans serviced pursuant to Special Servicing Contracts included in the
Servicing
Collateral as of the date hereof is  $_____________.  The Servicing
Acquisition
Collateral  Value of the  Special  Servicing  Contracts  being  acquired
in the
Special  Servicing  Acquisition  to be  financed  with the  requested
Servicing
Acquisition Advance is $_______ . The Servicing Acquisition  Collateral
Value of
all Special  Servicing  Contracts  included in the  Servicing  Collateral
after
giving effect to such Special  Servicing  Acquisition  will be $__________.
The
Company  represents  and  warrants  that it has no reason to  believe  that
such
amounts  are  incorrect.   The  aggregate  principal  amount  of  all
Servicing
Acquisition  Advances  made  under the  Agreement,  after  giving  effect
to the
Servicing  Acquisition  Advance requested hereby,  will not exceed the
Servicing
Acquisition Commitment or any other limitation set forth in the Agreement.

     The representations and warranties of the Company set forth in Section
5 of
the  Agreement  are true and correct in all  material  respects on and as
of the
date hereof as if made on and as of such date.

     No Event of Default has occurred and is continuing.

     Since the Statement Date,  there has been no material adverse change
in the
business,  financial  condition  or results of  operation of the Company
and its
Subsidiaries, taken as a whole.


                            MONUMENT MORTGAGE, INC.,
                            a California corporation

                            By:____________________________

                            Its:___________________________

                            Title:_________________________


                                    EXHIBIT E

                         SCHEDULE OF SERVICING PORTFOLIO


                        UNPAID PRINCIPAL BALANCE OF LOANS SERVICED AS OF
                        DATE OF THIS AGREEMENT

INVESTOR NAME


                          (to be completed by Company)




<PAGE>



                         SCHEDULE OF SERVICING PORTFOLIO

                              UNPAID PRINCIPAL BALANCE OF LOANS SERVICED AS
OF
                              DATE OF THIS AGREEMENT
INVESTOR NAME



SEE ATTACHED SCHEDULE



<PAGE>



                                PORTFOLIO BALANCE
                            PREPARED BY: RITA KELLEY
                             PREPARED DATE: 04/05/95
                                MONTH OF: Mar-95

<TABLE>
<CAPTION>

                     Portfolio        Loan     Warehouse     Loan    FNMA
Loan   FHLMC          Loan    GE Capital   Loan  INMC         Loan   Diff.
Loan
                     Prin. Bal.       CT       Prin. Bal.    CT      Prin.
Bal.      CT     Prin. Bal.     CT      Prin. Bal.   CT    Prin. Bal.   CT
Prin.    CT

Bal.
<S>                  <C>              <C>      <C>            <C>    <C>
<C>    <C>            <C>     <C>         <C>    <C>          <C>    <C>
<C>

Beginning Balance    503,279,001.67   3,562    1,741,935.62     13
115,569,662.29   824   377,409,972.76 2,700   8,092,431.00 24
465,000.00   1        0.00  0
Principal Reduction   (1,030,974.80)               (554.54)
(262,742.97)            (758,172.34)           (8,136.18)          (268.77)
0.00  0
Deferred Interest
0.00                                                   0.00  0
New Loans              9,777,400.00     77     7,815,298.86     56
323,000.00      4       418,700.00     6                      1,220,401.14
11       (0.00) 0
Payoffs               (1,693,790.52)   (12)
(158,398.45)    (1)   (1,535,392.07)  (11)
0.00  0
Service Released      (4,862,650.00)   (35)    (4,862,650.00)  (35)
0.00  0
Reo From FHLMC &
0.00  0
Repub.
Unfund/Refund Adj.
0.00  0
                     ---------------- -------- ------------- ------- ------
--------- ------ -------------- ------- ------------ ----- ------------ ---
--- -------- -------
Ending Balance       505,469,086.35   3,592    4,694,029.94     34
115,471,520.87   827   375,534,108.35 2,695   8,084,294.82 24
8,084,294.82 12       (0.00) 0
                     ---------------- -------- ------------- ------- ------
--------- ------ -------------- ------- ------------ ----- ------------ ---
--- -------- -------
S280 Ending Bal.     (505,469,086.35) (3,592)
                     ---------------- --------
         Difference           (0.00)     0

                                                                         --
------------------------

Proof

505,469,086.35

(505,469,086.35)
                                                                         --
------------------------

0.00
                                                                         --
------------------------

INVESTOR DELINQUENT STATUS

                                  Prin Bal        Loan CT.
                   30 DAYS        3,323,338.65        25
                   60 DAYS        1,070,207.52         7
                   90 DAYS          998,645.40         6
               FORECLOSURE        2,114,318.51        15
                            --------------------- ------------
                     TOTAL        7,506,510.08        53


</TABLE>

<PAGE>


                             DELINQUENT LOAN STATUS

                                  MONTH: Mar-95
                             PREPARED DATE: 04/05/95
<TABLE>
<CAPTION>

--------------------------- ------------------------ ----------------------
--- ------------------------ ------------------------- --------------------
---- -------------------------
         INVESTOR
           NAME                       30                        60
90                       120                       REO
TOTAL
         LOAN CT
--------------------------- ------------------------ ----------------------
--- ------------------------ ------------------------- --------------------
---- -------------------------
<S>                                  <C>                      <C>
<C>                  <C>                          <C>
<C>

FHMC                                  3,323,338.65             1,070,207.52
998,645.40           2,114,318.51
7,506,510.08
                                             25                        7
6                     15
53

REO
0.00

0

MMI
0.00

0

FNMA
0.00

0

GE CPTL
0.00

0

INMC
0.00

0

          TOTAL                       3,323,338.65             1,070,207.52
998,645.40           2,114,318.51                      0.00
7,506,510.08
                                             25                        7
6                     15                         0
53


                                                                       ----
-----------------------

PROOF
                                                                       ----
-----------------------

7,506,510.08
                                                                       ----
-----------------------

53
                                                                       ----
-----------------------




<PAGE>


                                   EXHIBIT "F"

                             MONUMENT MORTGAGE. INC.

                        RESOLUTIONS OF BOARD Of DIRECTORS


     WHEREAS, MONUMENT MORTGAGE, INC., a California corporation (the
"Company"),
proposes to borrow from RESIDENTIAL FUNDING CORPORATION,  a Delaware
corporation
(the "Lender"),  a Ten Million  Dollars  ($10,000,000)  single family
revolving
warehouse facility,  a One Million Dollar ($1,000,000)  working capital
facility
and a One Million  Dollar  ($1,000,000)  term loan facility  (collectively,
the
Sloane); and

     WHEREAS,  to evidence the Loan, the Company proposes to execute and
deliver
the following  instruments,  each dated as of March 22nd, 1995 unless
otherwise
indicated (herein collectively referred to as the "Loan Documents"):

     (a)  A  Warehousing  Promissory  Note in the  principal  sum of Ten
Million
          Dollars ($10,000,000) payable to the order of Lender;

     (b)  A Sublimit Promissory Note in the principal sum of Six Million
Dollars
          ($6,000,000) payable to the order of Lender;

     (c)  A Working Capital  Promissory Note in the principal sum of One
Million
          Dollars ($1,000,000) payable to the order of Lender;

     (d)  A Term  Loan  Promissory  Note  in the  principal  sum of One
Million
          Dollars ($1,000,000) payable to the order of Lender;

     (e)  A Warehousing  Credit and Security  Agreement  evidencing the
Loan and
          creating a security  interest  in the  Collateral  defined
therein in
          favor of the Lender;

     (f)  Undated  Financing  Statements   perfecting  a  security
interest  in
          collateral, tangible and intangible;

copies of which have been presented to the Board of Directors of the
Company; and

     WHEREAS, the Board of Directors of the Company have determined that it
will
be in the best interests of the Company for the Company to borrow the Loan.

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

     FURTHER  RESOLVED,  that the Company  shall borrow the Loan to be
evidenced
and secured by the Loan Document.

     FURTHER  RESOLVED,  that the Loan  Documents  in the form  presented
to the
Board of  Directors of the Company are hereby  approved  and copies
thereof are
filed in the records of the Company with these Resolutions.

     FURTHER  RESOLVED,  that any ONE of the following  officers of the
Company:
President  Executive  Vice  Pres.  Chief  Financial  Officer  shall  be and
are
authorized,  empowered and directed in the name of and on behalf of the
Company,
to execute, acknowledge and deliver the Loan Documents, and each of them,
in the
form approved by the Board of Directors of the 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 TWO (insert minimum number required to
sign) of
the following  officers of the Company:  President.  Executive Vice Pres.,
Chief
Financial Officer, Secretary, Senior Vice President shall be and are
authorized,
empowered and directed in the name of and on behalf of the Company,  to
execute,
acknowledge and deliver any Term Loan Advance Requests,  Working Capital
Advance
Requests, any other advance requests, and wire transfer instructions in the
name
of the Company, in any form prescribed by the Lender.

     FURTHER  RESOLVED,  that any ONE of the following  officers of the
Company:
President.  Executive Vice  President.  Senior Vice  President,  Cheif
Financial
Officer,  Secretary, Asst. Secretary,  Assistant Vice President shall be
and are
authorized,  empowered  and directed in the name of and on behalf of the
Company
to execute,  acknowledge and deliver shipping  requests,  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 these  Resolutions  shall remain in full
force and
effect and the Lender shall be fully  protected in acting  thereon until
written
notice of their change or revocation  has been duly given to and received
by the
Lender, and the Lender is authorized to accept, and the Secretary of the
Company
shall from time to time provide,  signed  certificates of the Secretary
setting
forth  any  change of names of  officers  and other  persons  authorized
to act
hereunder on behalf of the Company,  which  certificates  shall become a
part of
these Resolutions.



<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  Articles  of  Incorporation  of  the  Company  attached  to
this
          Certificate  as Exhibit  "A",  the By-Laws of the Company
attached to
          this  Certificate as Exhibit "B", the Certificates of Good
Standing of
          the  Company  attached  to this  Certificate  as  Exhibit  "C"
and the
          Certificate  of the Franchise Tax Board of the State of
California for
          the Company  attached to this  Certificate as Exhibit "D" are
true and
          correct  copies of the  current  Articles of  Incorporation,  By-
Laws,
          Certificates  of Good  Standing and  Certificate  of the
Franchise Tax
          Board  of the  State  of  California  of the  Company,  have  not
been
          altered, modified or amended and are still in full force and
effect.

     2.   The Company is a corporation  duly organized,  validly existing
and in
          good  standing  under  the  laws  of  the  State  of  California
(the
          jurisdiction  where  it is  incorporated)  and has  complied
with all
          certifications,  filings and  requirements  necessary to continue
as a
          corporation in the State of California and is qualified to do
business
          as a foreign  corporation  and in good  standing in all
jurisdictions
          where the conduct of its business makes such qualification
necessary.

     3.   In connection  with a Ten Million Dollar  ($10,000,000)  single
family
          revolving  warehouse  facility,  a  One  Million  Dollar
($1,000,000)
          working capital  facility and a One Million Dollar  ($1,000,000)
term
          loan facility made to the Company by RESIDENTIAL FUNDING
CORPORATION,
          a Delaware corporation (the "Lender"), the Company hen the valid
power
          and  authority  to execute  and  deliver to the Lender the
Promissory
          Notes,  the Warehousing  Credit and Security  Agreement and such
other
          security documents as required by the Lender.

     4.   The  names  of the  officers  of the  Company  and any  other
persons
          authorized  to act under the  resolutions  attached  hereto  and
their
          official  signatures  are as shown on the  Certificate  of
Incumbency
          attached hereto as Exhibit "E".

     5.   The resolutions  attached to this Certificate as Exhibit "F" were
duly
          adopted  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 3rd day of April,  1995, 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.

     IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the
Company
as of this 3rd day of April 1995.




                                   ---------------------------------------
                                   Secretary
[SEAL]



<PAGE>


EXHIBIT F

                         RESIDENTIAL FUNDING CORPORATION
                         SUBORDINATION OF DEBT AGREEMENT

To:      Residential Funding Corporation
         8400 Normandale Lake Blvd., Suite 600
         Minneapolis, Minnesota 55437
         (hereinafter referred to as the "Lenders)

     The undersigned  (hereinafter  referred to as the "Creditors),
creditor of
MONUMENT MORTGAGE,  INC., a California  corporation  (hereinafter referred
to as
the  "Company"),  desires  that the Lender  extend or  continue  to extend
such
financial  accommodations  to the  Company as the Company may require and
as the
Lender  may deem  proper.  For the  purpose  of  inducing  the  Lender to
grant,
continue or renew such financial  accommodations,  and in consideration
thereof,
the Creditor agrees as follows:

1.   That at the present  time the  Company is  indebted to the  Creditor
in the
     principal amounts set forth below:

                                               PRINCIPAL AMOUNT
            TYPE OF FACILITY                   OF DEBT FROM THE
                 OR LOAN                           COMPANY

--------------------------------        -----------------------------------
----

--------------------------------        -----------------------------------
----

--------------------------------        -----------------------------------
----

--------------------------------        -----------------------------------
----

--------------------------------        -----------------------------------
----


         (Notes, if any, are to be delivered to the Lender)

2.   That all  claims of the  Creditor  against  the  Company  now or
hereafter
     existing are and shall be at all times subject and  subordinate  to
any and
     all claims now or  hereafter  which the Lender may have against the
Company
     (and   all   extensions,   renewals,   modifications,    replacements
and
     substitutions  of or for the same), for so long as any such claim or
claims
     of the Lender shall exist.

3.   That the Creditor shall not (a) except to the extent expressly
permitted in
     Section 4 hereof,  receive  payment of or collect,  in whole or in
part, or
     sue upon, any claim or claims now or hereafter  existing which the
Creditor
     may  hold  against  the  Company;  (b)  sell,  assign,  transfer,
pledge,
     hypothecate  or encumber such claim or claims except  subject
expressly to
     this Agreement,  (c) enforce any lien the Creditor may now or in the
future
     have on any debt owing by the Company to the  Creditor;  and/or (d)
join in
     any  petition in  bankruptcy,  assignment  for the benefit of
creditors or
     creditors'  agreement,  except as directed  by the  Lender,  so long
as any
     claim of the Lender  against the Company,  or  commitment  of the
Lender to
     extend credit to the Company, is in existence.

4.   So long as no event described in clauses (a) through (d) of Section 6
below
     (a  "Liquidation  Event")  shall have  occurred  and no default  shall
have
     occurred in payment or  performance of any obligation of the Company
to the
     Lender,  regularly  scheduled  payments of interest  and  principal
on the
     claims  of the  Creditor  may be made as and when the same  become
due and
     payable  (it  being  understood  that no  prepayment  shall be made of
such
     claims and no modification or  acceleration,  for default or
otherwise,  of
     such  maturity  dates  shall  be  permitted).  After  the  occurrence
of a
     Liquidation Event or of default in payment or performance of any
obligation
     of the Company to the Lender, no interest and no principal  payments
on the
     claims of the Creditor  shall be made without the prior written
consent of
     the Lender.  The  subordination  of claims of the Creditor  hereunder
shall
     remain in effect so long as there shall be  outstanding  any
obligation of
     the Company to the Lender (for this  purpose,  the Company  shall be
deemed
     obligated  to the Lender so long as the Lender shall have  outstanding
any
     commitment  to make any loan to the  Company,  whether or not any such
loan
     shall have been made or advanced).

5.   In the event  that any  Creditor  receives  a payment  from the
Company in
     violation of the terms of this Agreement, such Creditor (a) shall hold
such
     money in trust for the benefit of Lender,  (b) shall segregate such
payment
     from (and shall not commingle  such payment with any of) the other
funds of
     such Creditor,  and (c) shall forthwith remit such payment to Lender
in the
     exact form received (but with any necessary endorsement).

6.   In case of (a) any  assignment by the Company for the benefit of
creditors,
     (b) any bankruptcy  proceedings  instituted by or against the Company,
(c)
     the  appointment of any receiver for the Company's  business or
assets,  or
     (d) any  dissolution  or winding  up of the  affairs  of the  Company,
the
     Company and any assignee, trustee in bankruptcy,  receiver, or other
person
     or  persons in charge,  are hereby  directed  to pay to the Lender the
full
     amount of the Lender's  claim against the Company before making any
payment
     of principal or interest to the  Creditor  and the Creditor  hereby
sells,
     transfers,  sets over and assigns to the Lender all claims the
Creditor may
     now or hereafter have against the Company and in any security
therefor, and
     the proceeds  thereof,  and all rights to any payments,  dividends or
other
     distributions  arising  therefrom.  If the Creditor  does not file a
proper
     claim or proof of debt in the form  required  in such  proceeding
prior to
     thirty  (30) days before the  expiration  of the time to file such
claim in
     such  proceedings,  then the Lender has the right (but no obligation)
to do
     so and is hereby  authorized to file an appropriate claim or claims
for and
     on behalf of the Creditor.

7.   For violation of this Agreement, the Creditor shall be liable to the
Lender
     for all loss and damage  sustained by reason of such  breach,  and
upon any
     such  violation,  the  Lender may  accelerate  the  maturity  of its
claims
     against the Company, at the Lender's option.

8.   The Creditor will, at any time and from time to time,  promptly
execute and
     deliver all further instruments and documents, and take all further
action,
     that may be reasonably  necessary in order to protect any right or
interest
     granted  hereby or to enable the Lender to exercise  and enforce its
rights
     and remedies hereunder.

9.   The Creditor  will not amend,  extend or in any way modify the terms
of its
     claims  against  the  Company,  as such terms  exist as of the date of
this
     Agreement,  without the prior written  consent of the Lender.  The
Creditor
     agrees to provide to the Lender, upon the occurrence thereof, notice
of the
     existence of any event of default  (however defined or described)
under any
     document or agreement  relating to its claims  against the Company,
or any
     condition,  act or event, which with the giving of notice or the
passage of
     time or both  would  constitute  an event of  default  (however
defined or
     described) thereunder.

10.  All rights and interest of the Lender  hereunder,  and all  agreements
and
     obligations  of the  Creditor  hereunder,  shall  remain in full
force and
     effect irrespective of:

     (a)  any sale, assignment,  pledge, encumbrance or other disposition
of the
          claims of the Lender against the Company (the "Senior  Claimer)
and/or
          any document or instrument executed in connection therewith;

     (b)  any change in the time, manner or place of payment of, or in any
other
          terms of, all or any of the Senior Claims, or any refinancing
thereof,
          or any other  amendment,  modification,  extension  or  renewal
of or
          waiver of or any consent to departure  from any document or
instrument
          relating thereto, including, without limitation,  changes in the
terms
          of the  repayment  of  loan  proceeds,  modifications,
extensions  or
          renewals of payment dates, changes in interest rate or the
advancement
          of additional funds by the Lender in its discretion; or

     (c)  any  exchange,  release or  nonperfection  of any  collateral,
or any
          release or  amendment  or waiver of or consent to  departure
from any
          guaranty, for all or any of the Senior Claims.

11.  This Agreement shall continue to be effective or be reinstated, as the
case
     may be, if at any time any payment or  performance of all or any
portion of
     the Senior Claims is rescinded or must  otherwise be returned by the
Lender
     or any other party to the documents  relating  thereto upon the
insolvency,
     bankruptcy or reorganization of any such party or otherwise,  all as
though
     such payment had not been made.

12.  The Creditor hereby waives promptness,  diligence, notice of
acceptance and
     any other notice with respect to this  Agreement and any  requirement
that
     the Lender protect, secure, perfect or insure any security interest or
lien
     or any  property  subject  thereto or exhaust  any right or take any
action
     against the Creditor or any other person or entity or any collateral.

13.  No  failure  on the  part  of the  Lender  to  exercise,  and no
delay  in
     exercising,  any right  hereunder  shall operate as a waiver  thereof,
nor
     shall any single or partial  exercise of any right  hereunder
preclude any
     other or further  exercise  thereof or the exercise of any other
right. The
     remedies  herein  provided are cumulative and not exclusive of any
remedies
     provided by law.

14.  No amendment or waiver of any  provision of this  Agreement  nor
consent to
     any  departure  by the Creditor  therefrom  shall in any event be
effective
     unless the same shall be in writing and signed by the Lender, and then
such
     waiver or consent shall be effective only in the specific  instance
and for
     the specific purpose for which given.

15.  The Creditor agrees to pay upon demand, to the Lender the amount of
any and
     all expenses, including the reasonable fees and expenses of its
counsel and
     all court costs and other reasonable litigation expenses, including
but not
     limited  to  expert  witness  fees,  document  copying  expenses,
exhibit
     preparation costs, and courier,  postage and communication expenses,
which
     the Lender may incur in connection  with the exercise or enforcement
of any
     of its rights or interest hereunder.

16.  All notices, request and demands that may be required or otherwise
provided
     for or contemplated under the terms of this Agreement shall, whether
or not
     so stated, be in writing, and shall be given by any of the following
means:
     (a) personal  delivery;  (b) reputable  overnight  courier service;
or (c)
     registered or certified  first class mail,  return receipt  requested.
Any
     notice, request or demand son; pursuant to clause (a) above shall be
deemed
     received upon personal  delivery,  and if sent pursuant to clause (b)
shall
     be deemed  received  on the next  business  day  following  delivery
to the
     courier  service,  and if sent  pursuant  to  clause  (c)  shall be
deemed
     received three (3) days following deposit in the mail.

     The addresses for notices are as follows

     If to the Creditor, addressed to:

     ----------------------------------
     ----------------------------------
     ----------------------------------

     If to the Lender, addressed to :

         Residential Funding Corporation
         1646 North California Blvd. Suite 400
         Walnut Creek, CA 94596
         Attention: Graham Shipman, Vice President
         Telecopier No.: (510) 935-6424

Such  addresses  may be changed by written  notice to the other parties
given in
the manner provided above.

     17. This  Agreement  shall be  governed in all  respects by the laws
of the
State of  Minnesota  and shall be binding upon and shall inure to the
benefit of
the Creditor, the Lender and the Company, and their respective heirs,
executors,
administrators, personal representatives, successors and assigns. This
Agreement
and any claim or claims of the Lender  pursuant  hereto may be  assigned
by the
Lender, in whole or in part, at any time,  without notice to the Creditor
or the
Company.



                                        -----------------------------------
-
                                                      (Creditor)



<PAGE>


        [THE FOLLOWING ACKNOWLEDGEMENT IS TO BE USED FOR A CORPORATION.]


STATE OF                             )
                                     )  ss
COUNTY OF                            )


     On ______________,  1995, before me, a Notary Public,  personally
appeared
____________________, the _______________of _________________,  personally
known
to me for 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)


        [THE FOLLOWING ACKNOWLEDGEMENT IS TO BE USED FOR AN INDIVIDUAL.]

STATE OF                             )
                                     )  ss
COUNTY OF                            )

     The foregoing  instrument  was  acknowledged  before me this _____ day
of ,
19__, by ------------------ ------------------------------------------ .




                                        -----------------------------------
---
                                        Notary Public
                                        My Commission Expires



<PAGE>


                       ACCEPTANCE OF SUBORDINATION OF DEBT
                            AGREEMENT BY THE COMPANY


     The  Company  named  in the  Subordination  of  Debt  Agreement  set
forth
hereinbefore,  hereby (i)  represents  and  warrants  to the  Lender  that
it is
presently  indebted  to  the  Creditor  executing  said  Subordination  of
Debt
Agreement in the aggregate  principal amount of  ----------------  Dollars
($ );
and (ii) accepts and consents to the Subordination of Debt Agreement, and
agrees
to be bound by all of the provisions thereof and to recognize all
priorities and
other rights granted  thereby to  RESIDENTIAL  FUNDING  CORPORATION,  a
Delaware
corporation, its successors and assigns, and to perform in accordance
therewith.


                              MONUMENT MORTGAGE, INC.,
                              a California corporation


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

Dated:


</TABLE>