SEVENTH AMENDMENT TO
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT


     THIS SEVENTH AMENDMENT TO WAREHOUSING CREDIT AND SECURITY AGREEMENT
(this  "Amendment") is entered into as of this 14th day of November 1997,
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
February 29, 1996,  (the  "Warehousing  Promissory  Note") and by a
Warehousing
Credit and Security  Agreement  dated 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, 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 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  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 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
November 14, 1997, 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:

          "Credit  Score"  means the  process  by which the  mortgagors
overall
     consumer credit is represented by a single numeric credit score as
provided
     by an acceptable credit repository.

          "Designated  Bank Charges"  means any fees,  interest or other
charges
     that would  otherwise be payable to a Designated  Bank,  including
Federal
     Deposit Insurance Corporation insurance premiums,  service charges and
such
     other charges as may be imposed by  governmental  authorities  from
time to
     time.

          "Long-term   Repurchase   Advance"   means  an  Advance  made
against
     Repurchased Mortgage Loans or Rejected Mortgage Loans with respect to
which
     the Lender  determines that the related  deficiency cannot be readily
cured
     by the Company within sixty (60) days. The Lender shall determine
whether a
     Repurchase  Advance is a Long-term  Repurchase  Advance pursuant to
Section
     2.1(c)(5).

          "Manufactured  Home"  means a  structure  that is built on a
permanent
     chassis (steel frame) with the wheel assembly  necessary for
transportation
     in one or more  sections to a  permanent  site or  semi-permanent
site and
     which has been built in compliance with the National  Manufactured
Housing
     Construction and Safety Standards established by HUD.

          "Short-term   Repurchase   Advance"  means  an  Advance  made
against
     Repurchased Mortgage Loans or Rejected Mortgage Loans with respect to
which
     the Lender  determines that the related  deficiency can be readily
cured by
     the Company  within sixty (60) days. The Lender shall  determine
whether a
     Repurchase  Advance is a Short-term  Repurchase Advance pursuant to
Section
     2.1(c)(5).

          "Wire Disbursement  Account" means a demand deposit account
maintained
     at the  Funding  Bank in the name of the  Lender for the  clearing  of
wire
     transfers  requested  by  the  Company  to  fund  the  closing  of
Pledged
     Mortgages.

     4. Section 1.1 of the Agreement  shall be amended to delete the
definitions
of "Conventional  Mortgage Loan," "Eligible Balances," "High LTV Mortgage
Loan,"
"Home Equity Loan," "`Maturity Date,"  "Mortgage,"  "Mortgage Note Amount'.
and
"Warehousing  Promissory  Note"  in  their  entirety,  replacing  them
with the
following definitions:

          "Conventional  Mortgage  Loan" means a closed-end  First Mortgage
Loan
     other than an FHA insured Mortgage Loan, a VA guaranteed Mortgage Loan
or a
     High LTV Mortgage Loan.

          "Eligible  Balances"  means all funds of or  maintained by the
Company
     and its  Subsidiaries  in accounts at a Designated  Bank,  less
balances to
     support float,  reserve  requirements,  and such other reductions as
may be
     imposed by governmental authorities from time to time.

          "High LTV  Mortgage  Loan" means a Mortgage  Loan made to a
mortgagor,
     with a Credit  Score of 630 or  better,  of  which  the sum of the
maximum
     amount available to be borrowed thereunder (whether or not borrowed)
at the
     time of  origination  plus the Mortgage Note Amounts of all other
Mortgage
     Loans secured by the related  improved  real  property  exceeds one
hundred
     percent (100%) and is less than or equal to one hundred twenty-five
percent
     (125%) of the appraised value of such related improved real property.

          "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 or a Title I Mortgage Loan.

          "Maturity  Date"  shall mean the earlier of: (a) the close of
business
     on  December  31,  1998 as such date may be  extended  from time to
time in
     writing  by  the  Lender,  in  its  sole  discretion,  on  which  date
the
     Warehousing Commitment and Working Capital Commitment shall expire of
their
     own term,  and without the  necessity of action by the Lender,  and
(b) the
     date the Advances become due and payable pursuant to Section 8.2
below.

          "Mortgage" means a mortgage or deed of trust on improved real
property
     (including,  without limitation, real property to which a Manufactured
Home
     has been  affixed in a manner  such that the Lien of a mortgage  or
deed of
     trust would attach to such manufactured home under applicable real
property
     law). A Mortgage may be a First Mortgage or a Second Mortgage.

          "Mortgage Note Amount"  means,  as of the date of  determination,
the
     then outstanding unpaid principal amount of a Mortgage Note (whether
or not
     an additional amount is available to be drawn thereunder).

          "Nonconforming Rate" means a floating rate of interest per annum
equal
     to two and one-quarter  percent (2.251) over LIBOR. The Nonconforming
Rate
     shall be adjusted on and as of the  effective  date of any change in
LIBOR.
     The  Lender's  determination  of the  Nonconforming  Rate as of any
date of
     determination shall be conclusive and binding, absent manifest error.

          "Ordinary  Warehousing  Rate" means a floating  rate of  interest
per
     annum equal to two percent  (2.00%) over LIBOR.  The  Ordinary
Warehousing
     Rate shall be  adjusted  on and as of the  effective  date of any
change in
     LIBOR. The Lenders determination of the Ordinary Warehousing Rate as
of any
     date of  determination  shall be conclusive  and binding,  absent
manifest
     error.

          "Warehousing Promissory Note" means the promissory note
evidencing the
     Company's  Obligations  with  respect  to  Ordinary  Warehousing
Advances,
     Nonconforming Advances, Home Equity Advances,  Second Mortgage
Advances and
     Repurchase Advances.

     5. The  definition  of  "Sublimit  Promissory  Note" in Section  1.1
of the
Agreement shall be deleted in its entirety.

     6. Section 2.1(b)(4) of the Agreement is hereby deleted in its
entirety and
the following section is substituted in lieu thereof:

          (4) The aggregate amount of Nonconforming  Advances outstanding
at any
     one time shall not exceed Five Million Dollars ($5,000,000).

     7. Section 2.1(c)(5) of the Agreement is hereby deleted in its
entirety and
the following section is substituted in lieu thereof:

          (5) For a Mortgage Loan pledged to secure a Repurchase Advance,
(i) if
     the Lender determines (which  determination shall in all events be
binding)
     that the deficiency which caused such Mortgage Loan to become a
Repurchased
     Mortgage Loan or Rejected Mortgage Loan can be readily cured by the
Company
     so as to permit the Mortgage Loan to be sold within sixty (60) days,
ninety
     percent  (90%) of the Mortgage  Note  Amount,  and (ii) in all other
cases,
     sixty percent (60%) of the Mortgage Note Amount.

     8. Section 2.2(e) of the Agreement shall be deleted in its entirety
and the
following shall be substituted in lieu thereof:

          2.2(e) To make an  Warehousing  Advance,  the Lender  shall
cause the
     Funding Bank to credit the Wire Disbursement Account upon compliance
by the
     Company with the terms of the Loan Documents. The Lender shall
determine in
     its sole  discretion  the  method by which  Advances  and other
amounts on
     deposit in the Wire Disbursement  Account are disbursed by the Funding
Bank
     to or for the account of the Company.

     9.  Section 2.7 of the  Agreement  shall be deleted in its entirety
and the
following shall be substituted in lieu thereof:

          2.7  Notes.   The  Company's   Obligations   in  respect  of
Ordinary
     Warehousing Advances,  Nonconforming Advances, Home Equity Advances,
Second
     Mortgage  Advances  and  Repurchase   Advances  shall  be  evidenced
by  a
     Warehousing  Promissory  Note of the Company  substantially  in the
form of
     Exhibit A-1 attached to the Third Amendment of the Agreement. The
Company's
     Obligations in respect of Working Capital  Advances shall be evidenced
by a
     Working Capital Promissory Note of the Company substantially in the
form of
     Exhibit A-3 attached to the Third Amendment of the Agreement. The
Company's
     Obligations  in respect of Term Loan Advances  shall be evidenced by a
Term
     Loan  Promissory Note of the Company  substantially  in the form of
Exhibit
     A-4  attached  to the  Agreement.  Each note  shall be dated as of the
date
     hereof.  The Warehousing  Promissory  Note, the Working Capital
Promissory
     Note and the Term Loan Promissory Note are collectively  referred to
as the
     "Notes".   The  terms  "Warehousing   Promissory  Note,"  "Working
Capital
     Promissory  Note," "Term Loan  Promissory  Note,"  "Note" or "Notes"
shall
     include all  extensions,  renewals and  modifications  of the Notes
and all
     substitutions  therefor.  All terms and  provisions of the Notes are
hereby
     incorporated herein.

     10. Section 2.8 of the Agreement shall be deleted in their entirety
and the
following shall be substituted in lieu thereof:

         2.8.  Interest.

               2.8(a) Except as otherwise provided in Section 2.8(h)
hereof, the
          unpaid  amount  of each  Ordinary  Warehousing  Advance,  Home
Equity
          Advance or Second Mortgage Advance shall bear interest,  from the
date
          of such Advance until paid in full, at the Ordinary Warehousing
Rate.

               2.8(b) Except as otherwise provided in Section 2.8(h)
hereof, the
          unpaid amount of each Nonconforming Advance shall bear interest,
from
          the date of such  Nonconforming  Advance  until  paid in Full,
at the
          Nonconforming Rate.

               2.8(c) Except as otherwise provided in Section 2.8(h)
hereof, the
          unpaid  amount  of each  Working  Capital  Advance  and each Term
Loan
          Advance shall bear interest, from the date of such Advance, until
paid
          in full, at the Term/Working Capital Rate.

               2.8(d) Except as otherwise provided in Section 2.8(h)
hereof, the
          unpaid amount of each Repurchase Advance shall bear interest,
from the
          date of such Advance until paid in full, at the Repurchase Rate.

               2.8(e) The Company shall be entitled to receive certain
benefits
          based  on  the  average  monthly  Eligible  Balances  of  the
Company
          maintained at a Designated Bank.

               For the  purposes  hereof,  all  Advances  shall  be  called
the
          "Applicable  Advances".  After  the end of each  calendar  month,
the
          Lender will  calculate the interest due for the applicable
month,  by
          electing  a  portion  ("Balance  Funded  Portion")  of the
Applicable
          Advances which is equal to the lesser of (a) the  Applicable
Advances
          outstanding  during such month or (b) the  average  amount of
Eligible
          Balances on deposit  with a  Designated  Bank  during such month.
The
          Balance Funded Portion of the Applicable  Advances shall bear
interest
          at a balance funded rate of two percent (2.00%).

               The Balance Funded Portion of the Applicable Advances
outstanding
          for a month shall be  determined  by (a) first,  deducting the
average
          amount of Repurchase Advances outstanding for a month from the
average
          amount of Eligible  Balances during such month, but only to the
extent
          of the average amount of Eligible Balances,  (b) second, to the
extent
          Eligible Balances remain for such month,  deducting the average
amount
          of Nonconforming  Advances  outstanding for a month from the
remaining
          average amount of Eligible Balances during such month, but only
to the
          extent of the remaining  average  amount of Eligible  Balances
and (c)
          third,  to  the  extent  Eligible  Balances  remain  for  such
month,
          deducting  the  average  aggregate  amount  of  Ordinary
Warehousing
          Advances,   Home  Equity   Advances  and  Second   Mortgage
Advances
          outstanding for a month from the remaining  average amount of
Eligible
          Balances  during such month,  but only to the extent of the
remaining
          average amount of Eligible Balances.

               If, for any month,  a portion of the  average  amount of
Eligible
               Balances remains (Remainder) after the Balance Funded
Portion has
          been  deducted,  the Lender shall  provide a benefit in the form
of an
          "Earnings  Credit" on the Remainder  portion of the Eligible
Balances
          maintained in time deposit  accounts with the Designated Bank,
and the
          Lender shall provide a benefit in the form of an "Earnings
Allowance"
          on the Remainder portion of the Eligible Balances maintained in
demand
          deposit  accounts with the  Designated  Bank.  Any Earnings
Allowance
          shall be used first and any Earnings  Credit shall be used second
as a
          credit against accrued Miscellaneous Charges and fees, including,
but
          not limited to Commitment Fees and Warehousing  Fees, and may be
used,
          at the  Lender's  option,  to reduce  accrued  interest.  Any
Earnings
          Allowance  not used during the month in which the benefit was
received
          shall be accumulated for use and must be used within six (6)
months of
          the month in which the benefit was received.  Any Earnings
Credit not
          used during the month in which the benefit was received  shall be
used
          to provide a cash benefit to the Company.

               The Lender's  determination  of the Balance Funded  Portion,
the
          Earnings  Credit and the  Earnings  Allowance  for any month
shall be
          determined  by  the  Lender  in  its  sole  discretion  and
shall  be
          conclusive and binding absent  manifest  error.  In no event
shall the
          benefit received by the Company exceed the Depository Benefit.

               Either party hereto may  terminate  the benefits  provided
for in
          this Section, effective immediately upon Notice to the other
party, if
          the terminating party shall have determined (which determination
shall
          be conclusive and binding absent  manifest error) at any time
that any
          applicable   law,   rule,   regulation,   order  or   decree   or
any
          interpretation or administration thereof by any governmental
authority
          charged  with  the  interpretation  or  administration   thereof,
or
          compliance by such party with any request or directive (whether
or not
          having the force of law) of any such authority, shall make it
unlawful
          or  impossible  for such party to  continue  to offer or  receive
the
          benefits provided for in this Section.

               2.8(f)  Interest shall be computed on the basis of a 360-day
year
          and  applied to the  actual  number of days  elapsed in each
interest
          calculation  period and shall be payable  monthly in  arrears,
on the
          first day of each month, commencing with the first month
following the
          date of this Agreement, and on the applicable Maturity Date.

               2.8(g) If, for any reason, no interest is due on an Advance,
the
          Company agrees to pay to the Lender an administrative fee equal
to one
          day of interest on such Advance at the applicable  rate of
interest as
          in effect on the date of such Advance.  Administrative  and other
fees
          shall be due and  payable in the same  manner as  interest  is
due and
          payable hereunder.

               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.

    11. Sections 2.9(f)(1),  (2) and (12) of the Agreement shall be deleted
in
their entirety and the following shall be substituted in lieu thereof:

               (1) For a Pledged  Mortgage  with  respect  to which a
shorter or
          longer period is not prescribed  elsewhere in this Section
2.5(d), one
          hundred twenty (120) days elapse from the date of the initial
Advance
          made by the Lender against such Pledged Mortgage,  whether or not
such
          Pledged Mortgage is included in an Eligible Mortgage Pool.

               (2)  Forty-five  (45)  days  elapse  from the  date  the
Pledged
          Mortgage  was  delivered to an Investor or an Approved  Custodian
for
          examination  and purchase or inclusion in an Eligible  Mortgage
Pool,
          without the purchase  being made or the Eligible  Mortgage  Pool
being
          initially  certified,  or upon  rejection  of the Pledged
Mortgage as
          unsatisfactory by an Investor or an Approved Custodian.

               (12)  In the  case of (i) a  Long-term  Repurchase  Advance,
one
          hundred eighty (180) days elapse from the date of the initial
Advance,
          and (ii) a Short-term Repurchase Advance,  sixty (60) days elapse
from
          the date of the initial  Advance,  whether or not the Pledged
Mortgage
          is included in an Eligible Mortgage Pool;  provided,  however,
that a
          Short-term  Repurchase  Advance  may be  converted  into  a  Long-
term
          Repurchase  Advance,  and may remain outstanding for an
additional one
          hundred twenty (120) days, upon the following condition: on the
date a
          Short-term  Repurchase  Advance  made  against a Pledged
Mortgage  is
          redesignated as a Long-term Mortgage Advance  ("Conversion
Date"), the
          Company  shall  reduce  the  outstanding  amount  of such
Advance  to
          forty-five  percent  (45%) of the Mortgage Note Amount of such
Pledged
          Mortgage.

     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
after the
          date a Long-term  Repurchase  Advance is made,  unless the
Repurchased
          Mortgage  Loan  or the  Rejected  Mortgage  Loan  against  which
such
          Long-term  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  3.2(d) of the Agreement  shall be deleted in its
entirety and
the following shall be substituted in lieu thereof:

               3.2(d)  The  Lender  shall  have  the  exclusive   right  to
the
          possession of the Pledged Securities or, if the Pledged
Securities are
          issued in book-entry form or issued in certificated form and
delivered
          to a clearing  corporation  (as such term is  defined  in the
Uniform
          Commercial  Code of Minnesota)  or its nominee,  the Lender shall
have
          the right to have the Pledged  Securities  registered in the name
of a
          securities  intermediary  (as  such  term is  defined  in the
Uniform
          Commercial  Code of Minnesota) in an account  containing only
customer
          securities  for the account of the Lender,  and the Lender  shall
have
          the right to cause  delivery of the Pledged  Securities  to be
made to
          the  Investor  or the  book  entries  registered  in the  name
of the
          Investor or the Investor's designee only against payment
therefor. The
          Company  acknowledges  that  the  Lender  may  enter  into one or
more
          standing  arrangements  with  other  financial  institutions  for
the
          issuance of Pledged  Securities in book entry form in the name of
such
          other financial institutions,  as agent or securities
intermediary for
          the Lender,  and the Company  agrees  upon  request of the
Lender,  to
          execute and deliver to such other financial institutions the
Company's
          written concurrence in any such standing arrangements.

     14.  Section 5.15 of the  Agreement is hereby  amended to add the
following
section immediately after Section 5.15(i):

               5.15(j) Each Pledged Mortgage secured by real property to
which a
          Manufactured  Home  is  affixed  will  create  a  valid  Lien  on
such
          manufactured Home that will have priority over ai.y other Lien on
such
          Manufactured  Home,  whether  or not  arising  under  applicable
real
          property law.

     15. Upon  execution  of this  Amendment,  the Company  agrees to pay
to the
Lender the pro rata  Warehousing  Commitment Fee on the  Warehousing
Commitment
Amount,  the pro rata  Working  Capital  Commitment  Fee on the Working
Capital
Commitment  Amount, and the pro rata Term Loan Commitment Fee on the
outstanding
principal  balance  of the  Term  Loan  Advances  for the time  period
from the
November 15, 1997, to and including December 31, 1997.

     16. Upon execution and delivery of this Amendment,  all obligations
owed by
the Company under the First Amended and Restated Sublimit Promissory Note,
dated
as of February 29, 1996,  (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
under the
First Amended and Restated Warehousing  Promissory Note which shall be
deemed to
replace the Sublimit Promissory Note.

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

     18. The Company  shall  deliver to the Lender (a) an  executed
original of
this  Amendment;  (b)  an  executed  Certificate  of  Secretary  with
corporate
resolutions;  (c) 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;  (d)  current  Certificates  of
Good
Standing of the Company; (e) current insurance  information;  (f) the
Commitment
Fees described in paragraph 14 above;  and (g) a Two Hundred Fifty Dollar
($250)
document production fee.

     19. 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.

     20. 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.

     21. 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:____________________________

                               Its:___________________________


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On November 17, 1997, before me, a Notary Public,  personally
appeared
Paul  Garrigues,  the Senior  Vice  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)


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On November 18, 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)

                              CONSENT OF GUARANTOR

     The  undersigned,  being the Guarantor  under the Guaranty dated as of
July
23,  1997,  hereby  consents to the  foregoing  Amendment  and the
transactions
contemplated thereby and hereby modifies and reaffirms his obligations
under his
Guaranty so as to include within the term  "Guaranteed  Debt" the
indebtedness,
obligations and  liabilities of the Company under this Amendment.  The
Guarantor
hereby  reaffirms  that his  obligations  under his  Guaranty  are
separate and
distinct  from the Companies  obligations  to Lender,  and that his
obligations
under the  Guaranty are in full force and effect,  and hereby  waives and
agrees
not to assert any  anti-deficiency  protections  or other rights as a
defense to
his obligations under the Guaranty, all as more fully set forth in the
Guaranty,
the terms of which are incorporated herein as if fully set forth herein.

     The 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  the  Guaranty  in  connection  with  the
foregoing
Amendment.


                           FINET HOLDINGS CORPORATION,
                           a Delaware corporation


                           By:_______________________________

                           Its:  President


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On November 17, 1997, before me, a Notary Public,  personally
appeared
Jan  Hoeffel,  the  President  of  FINET  HOLDINGS  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>


                                   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 Seventh Amendment to Warehousing Credit and
Security
          Agreement.

     3.   In connection  with the gestation  facility made to the Company
by the
          Lender  pursuant  to the terms of a Gestation  Warehousing
Credit and
          Security  Agreement  dated as of March 23, 1995,  as the same may
have
          been amended or supplemented (the "Gestation Agreement"),  the
Company
          has the valid power and authority to execute and deliver to the
Lender
          the First  Amendment  to  Gestation  Warehousing  Credit and
Security
          Agreement  (the terms  Warehousing  Agreement and Gestation
Agreement
          shall be referred to as the "Agreements").

     4.   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
          force and effect.

     5.   Any  Certificates  of  Incumbency  delivered  in  connection
with the
          Agreements  are hereby deleted in their entirety and replaced
with the
          new  Certificate  of  Incumbency   attached  to  this
Certificate  of
          Secretary as Exhibit B.
     6.   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 14th day of November, 1997.


                                  ___________________________
                                  Secretary



<PAGE>


                                    EXHIBIT A
                        RESOLUTION 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,  and
by a
Warehousing Credit and Security Agreement (the "Warehousing Agreement")
dated as
of March 22, 1995, as the same may have been amended or supplemented; and

     WHEREAS,  the Company and the Lender have entered into a term loan
facility
with a present outstanding principal balance of Six Hundred Twenty-Five
Thousand
Dollars ($625,000), 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
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  and the Lender have  entered  into a
discretionary
gestation facility, as evidenced by a First Amended and Restated Promissory
Note
in the principal amount of Twenty-Five Million Dollars  ($25,000,000),
dated as
of February 29, 1996, and a Gestation  Warehousing Credit and Security
Agreement
(the "Gestation  Agreement")  dated as of March 23, 1995 (the terms
Warehousing
Agreement and Gestation Agreement shall be referred to as the
"Agreements");

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

     WHEREAS,  to evidence such extension and amendment of the  Agreements,
the
Company  proposes  to execute  and deliver a Seventh  Amendment  to
Warehousing
Agreement and a First Amendment to the Gestation  Agreement (the
"Amendments"),
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 Working Capital Commitment and amend the
Agreements.

     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 amend the Agreements to be evidenced
by the
Amendments.

     FURTHER  RESOLVED,  that the Amendments 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  Amendments  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,  Chief Financial  Officer,  Secretary,  Senior Vice  President,
Vice
President.  Assistant Vice President, Assistant Secretary (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 Commitments
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 W. Noack         President                   ________________________

Paul Garrigues         Sr. Vice Pres.              ________________________

Lee Decker             Sr. Vice Pres.              ________________________

George P. Winkel       Chief Financial Officer     ________________________

Katey Carroll          Vice President              ________________________

Jill Lewis             Assistant Vice Pres.        ________________________

Paige Lane             Secretary                   ________________________

Jennifer Aldrete       Assistant Secretary         ________________________

Phyllis E. Bogart      Assistant Secretary         ________________________

Kathleen M. Hall       Assistant Secretary         ________________________

Linda Johnson          Assistant Secretary         ________________________

Rita Kelley            Assistant Secretary         ________________________

Regina E. Kimura       Assistant Secretary         ________________________

Elly Little            Assistant Secretary         ________________________

Helen Smith            Assistant Secretary         ________________________

     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
14th
day of November, 1997.


                                 _____________________________
                                 Secretary


<PAGE>


                               FIRST AMENDMENT TO
               GESTATION WAREHOUSING CREDIT AND SECURITY AGREEMENT
                            (SHIPPED MORTGAGE LOANS)

     THIS FIRST AMENDMENT TO GESTATION WAREHOUSING CREDIT AND SECURITY
AGREEMENT
(SHIPPED MORTGAGE LOANS) (this  "Amendment") is entered into as of this
17th day
of  November  1997,  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 gestation
warehouse
facility pursuant to which the Lender may, in its sole discretion, make
Loans in
an  amount  not  to  exceed  in  the  aggregate   Twenty-Five   Million
Dollars
($25,000,000),  to finance Mortgage Loans which have been shipped to an
Investor
for  purchase,  as  evidenced  by a  Promissory  Note  in the  principal
sum of
Twenty-Five  Million Dollars  ($25,000,000),  dated as of February 29, 1996
(the
"Note"),  and by a Gestation  Warehousing Credit and Security Agreement
(Shipped
Mortgage Loans) dated as of March 23, 1995, as the same may have been
amended or
supplemented (the "Gestation Agreement"); and

     WHEREAS,  in  connection  with an  extension  of the  Existing
Warehousing
Agreement (as defined in the Gestation  Agreement) requested by the
Company, the
Lender has  requested  an increase  in the  interest  rate,  and the
Company has
agreed to such increase 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 Gestation Agreement.

     2. Section 1.1 of the  Gestation  Agreement  shall be amended to
delete the
definition of "Floating  Rate" in its entirety,  replacing it with the
following
definition:

          "Floating  Rate" means a floating  rate of interest  which is
equal to
     1.25% per annum over LIBOR.  The  Floating  Rate will be adjusted as
of the
     effective date of each change in LIBOR. .

     3. As a condition  precedent to the  effectiveness  of this Amendment,
the
Company shall deliver to the Lender an executed original of this Amendment.

     4. 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
Gestation
Agreement to the date of this Amendment.

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

     6. 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




<PAGE>


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On November 17, 1997, before me, a Notary Public,  personally
appeared
Paul  Garrigues,  the Senior  Vice  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)


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On November 18, 1997, before me, a Notary Public,  personally
appeared
D. Graham  Shipman,  the Vice President 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)