FOURTH AMENDMENT TO
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT


     THIS FOURTH AMENDMENT TO WAREHOUSING CREDIT AND SECURITY AGREEMENT
(this  "Amendment")  is entered  into as of this 11th day of June  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 Warehousing  Promissory  Note in the
principal
sum of Ten Million Dollars ($10,000,000), dated as of March 22, 1995, a
Sublimit
Promissory Note in the principal sum of Six Million Dollars ($6,000,000),
dated
as of March 22, 1995, 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)
("Term Loan  Commitment"),  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 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)  ("Working Capital Commitment"),  as evidenced by a
Working
Capital   Promissory   Note  in  the  principal  sum  of  One  Million
Dollars
($1,000,000),  dated as of March 22, 1995 (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 waive the Default
caused
by the  Company's  failure  to  comply  with  the  Minimum  Servicing
Portfolio
requirement of the Agreement and to amend certain terms of the Agreement
and the
Lender has agreed to such  amendment of the  Agreement  subject to the
terms and
conditions of this Amendment;

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

     1. 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
June
11,  1996 , the date on which the Company  has  complied  with all the
terms and
conditions of this Amendment.

     3. Section 7.10 of the  Agreement  shall be deleted in its entirety
and the
following shall be substituted in lieu thereof:

                  7.10  Minimum   Servicing   Portfolio.   Permit  the
Adjusted
         Servicing  Portfolio of the Company to be less than Two Million
Dollars
         ($200,000,000).

     4. The Company shall deliver to the Lender (a) an executed original of
this
Amendment;  (b) an executed Certificate of Secretary with corporate
resolutions;
(c) an executed  original  of the Waiver  Letter;  and (d) a Two  Hundred
Fifty
Dollar ($250) document production fee.

     5. The Company  represents,  warrants  and agrees that (a) there
exists no
Default or Event of Default  under the Loan  Documents,  (b) the Loan
Documents
continue to be the legal,  valid and binding  agreements and  obligations
of the
Company  enforceable in accordance with their terms, as modified herein,
(c) the
Lender is not in default under any of the Loan  Documents and the Company
has no
offset  or  defense  to its  performance  or  obligations  under any of the
Loan
Documents,  (d) the representations  contained in the Loan Documents remain
true
and accurate in all respects,  and (e) there has been no material adverse
change
in the financial  condition of the Company from the date of the Agreement
to the
date of this Amendment.

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

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

     8. This Amendment  shall be governed by the laws of the State of
Minnesota,
without reference to its principles of conflicts of laws.

     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 VP / CFO


                                   RESIDENTIAL FUNDING CORPORATION,
                                   a Delaware corporation


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



STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )


     On July 19, 1996,  before me, a Notary  Public,  personally  appeared
Paul
Garrigues,   the  Senior  VP/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 July 26, 1996, 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)


                              CONSENT OF GUARANTORS

     The undersigned, being a Guarantor under their respective Guaranty
dated as
of  March  22,  1995,  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.  Each Guarantor  hereby reaffirms that
their
obligations  under their respective  Guaranty are separate and distinct
from the
Company's  obligations  to the 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 such Guaranty,  the terms of each of which are incorporated
herein
as if fully set forth herein.

     The Guarantors hereby irrevocably waive any claim or other rights that
they
may now or hereafter acquire against the Company that arises from the
existence,
payment,  performance or enforcement of the  Guarantor's  obligations
under the
Guaranty,  including any right of  subrogation,  reimbursement,
exoneration  or
indemnification,  any right to  participate in any claim or remedy of the
Lender
against  the  Company or any  collateral  that the  Lender now has or
hereafter
acquires,  whether or not such claim,  remedy or right arises in equity or
under
contract, statute or common law, including the right to take or receive
from the
Company  directly or  indirectly,  in cash or other property or by set-off
or in
any manner, payment or security on account of such claim or other rights.
If any
amount shall be paid to the  Guarantors in violation of the  preceding
sentence
and the  Guaranteed  Debt shall not have been paid and  performed in full,
such
amount shall be deemed to have been paid to the  Guarantors  for the
benefit of,
and held in trust for,  the Lender and shall  forthwith be paid to the
Lender to
be credited and applied to the Guaranteed Debt, whether matured or
unmatured.

     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 July 19, 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 executed the same in his  authorized  capacity,
and
that by his 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 July 19, 1996, before me, a Notary Public,  personally appeared
JAMES A.
HUMPHRYES,  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 executed the same in his  authorized  capacity,
and
that by his 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  "Warehousing
Agreement"),
          the Company has the valid power and  authority  to execute and
deliver
          to the Lender the Fourth Amendment to Warehousing  Credit and
Security
          Agreement.

     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 23rd day of May , 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.   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 27th day of June, 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
Warehousing  Promissory  Note  in  the  principal  sum of  Ten  Million
Dollars
($10,000,000),  dated as of March 22,  1995, a Sublimit  Promissory  Note
in the
principal sum of Six Million Dollars  ($6,000,000),  dated as of March 22,
1995,
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)
("Term Loan  Commitment"),  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 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)  ("Working Capital Commitment"),  as evidenced by a
Working
Capital   Promissory   Note  in  the  principal  sum  of  One  Million
Dollars
($1,000,000),  dated as of March 22, 1995 (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 proposes to amend certain terms of the Agreement;
and

     WHEREAS,  to evidence the amendment of the Agreement,  the Company
proposes
to execute and deliver a Fourth  Amendment  to  Warehousing  Credit and
Security
Agreement (the "Amendment"),  a copy of which has been presented to the
Board of
Directors of this Company; and

     WHEREAS,  the Board of Directors of this  Company have  determined
that it
will be in the best  interests  of this  Company  for the  Company  to
amend the
Agreement.

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

     FURTHER  RESOLVED,  that  the  Company  shall  amend  the  Agreement
to be
evidenced by the Amendment.

         FURTHER RESOLVED, that the Amendment in the form presented to the
Board
of Directors  of this Company is hereby  approved and a copy thereof is
filed in
the records of this Company with these Resolutions.

     FURTHER RESOLVED,  that any one (insert minimum number required to
sign) of
the following  officers of the Company:  President,  Executive  Vice
President,
Senior  Vice  President  (list  titles  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  Commitments  and to carry
out the
purport and intent of the foregoing Resolutions.