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                                    GESTATION
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT
                            (SHIPPED MORTGAGE LOANS)

                                     BETWEEN

                MONUMENT MORTGAGE, INC., a California corporation

                                       AND

                        RESIDENTIAL FUNDING CORPORATION,
                             a Delaware corporation

                           Dated as of March 23 , 1995

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                                TABLE OF CONTENTS

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     THIS GESTATION  WAREHOUSING CREDIT AND SECURITY AGREEMENT (SHIPPED
MORTGAGE
LOANS),  dated as of  March  23 ,  1995,  between  MONUMENT  MORTGAGE,
INC.,  a
California  corporation  (the  "Company"),  having its principal  office at
3021
Citrus Circle, Suite 150, Walnut Creek, California 94598 and RESIDENTIAL
FUNDING
CORPORATION, a Delaware corporation (the "Lender"),  having its principal
office
at 8400 Normandale Lake Blvd., Suite 600, Minneapolis, Minnesota 55437.

     WHEREAS,  the Lender may from time to time, at its discretion,  make
one or
more advances to the Company (each an "Advance"), each of which Advances
will be
secured by a first lien single-family  residential  mortgage loan which has
been
identified and shipped by the Company to an Investor for purchase; and

     WHEREAS, if the Lender determines to make any such Advances to the
Company,
the maximum  amount of such Advances that would be outstanding at any time
would
be Ten Million Dollars ($10,000,000); and

     WHEREAS,  the Company and the Lender  desire to set forth  herein the
terms
and conditions upon which the Lender shall make Advances to the Company;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     1. DEFINITIONS.

     1.1.  Defined Terms.  Capitalized  terms defined below or elsewhere in
this
Agreement (including the Exhibits hereto) shall have the following
meanings:

          "Advance"  means a disbursement by the Lender pursuant to Article
2 of
     this  Agreement,   including,  without  limitation,   readvances  of
funds
     previously advanced to the Company and repaid to the Lender.

          "Affiliate"  has the  meaning  set forth in Rule 12b-2 of the
General
     Rules and Regulations under the Exchange Act.

          "Agreement"  means this  Gestation  Warehousing  Credit  and
Security
     Agreement (Shipped Mortgage Loans),  either as originally executed or
as it
     may from time to time be supplemented, modified or amended.

          "Approved  Custodian" means First Commonwealth  Savings Bank,
Chemical
     Bank,  or any other  Person which is deemed  acceptable  to the Lender
from
     time to time in its sole discretion.

          "Business  Day"  means  any  day  excluding  Saturday  or  Sunday
and
     excluding any day on which  national  banking  associations  are
closed for
     business.

          "Cash Collateral Account" means a demand deposit account
maintained at
     the Funding  Bank in the name of the Lender and  designated  for
receipt of
     the proceeds of the sale or other disposition of the Collateral.

          "Collateral" has the meaning set forth in Section 3.1 hereof.

          "Collateral  Documents"  means those  documents  evidencing a
Mortgage
     Loan which the Company is  required  to deliver to the Lender  prior
to the
     Lender making an advance under the Existing Warehousing Agreement.

          "Collateral  Value" means (a) with respect to any Mortgage  Loan
as of
     the date of determination, the lesser of (i) the amount of any Advance
made
     against such Mortgage  Loan; or (ii) the Fair Market Value of such
Mortgage
     Loan; or (b) in the event Pledged Mortgages have been exchanged for
Pledged
     Securities,  the aggregate  Fair Market Value of the Mortgage Loans
backing
     such Pledged Securities.

          "Company"  has the  meaning set forth in the first  paragraph  of
this
     Agreement.

          "Default"  means  the  occurrence  of any  event or  existence
of any
     condition which, but for the giving of notice,  the lapse of time, or
both,
     would constitute an Event of Default.

          "Depository  Benefit"  shall  mean the  compensation  received
by the
     Lender, directly or indirectly, as a result of the Company's
maintenance of
     Investable Balances with a Designated Bank.

          "Designated  Bank" means any bank(s)  designated  from time to
time by
     the Lender to be a  Designated  Bank with whom the Lender has an
agreement
     under which the Lender can receive a Depository Benefit.

          "Eligible  Mortgage  Pool"  means a  Mortgage  Pool for  which
(a) an
     Approved  Custodian has issued its initial  certification  (on the
basis of
     which a Pledged  Security  is to be  issued),  (b) there  exists a
Purchase
     Commitment  covering such Pledged  Security,  and (c) such Pledged
Security
     will be delivered to the Lender.

          "Event of Default"  means any of the conditions or events set
forth in
     Section 8.1 hereof.

          "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended
     from time to time, and any successor statute.

          "Existing Warehousing Advances" means outstanding Warehousing
Advances
     made by the Lender to the  Company  pursuant  to the terms of the
Existing
     Warehousing Agreement and evidenced by the Existing Warehousing Note.

          "Existing Warehousing Agreement" means that certain Warehousing
Credit
     and  Security  Agreement  by and between the Company and the Lender,
dated
     March  22 ,  1995,  as such  agreement  may be or may  have  been
amended,
     restated, modified or extended from time to time.

          "Existing   Warehousing   Note"  means   collectively   that
certain
     Warehousing Promissory Note and that certain Sublimit Promissory Note,
each
     made by the Company to the order of the  Lender,  and each dated March
22 ,
     1995,  as such  note  notes  may be or may  have  been  amended,
restated,
     modified or extended from time to time.

          "Fair  Market  Value"  means at any date with  respect to any
Mortgage
     Loan covered by a valid Purchase Commitment,  the Committed Purchase
Price,
     or in the absence of a valid Purchase Commitment for a Mortgage Loan
or the
     related  Mortgage-backed  Security (if such  Mortgage Loan is to be
used to
     back  a  Mortgage-backed  Security),  the  market  price  (expressed
as  a
     percentage  of the  outstanding  principal  balance)  for  thirty
(30) day
     mandatory future delivery of such Mortgage Loan or Mortgage-backed
Security
     published by  Knight-Ridder,  Inc. on its MoneyCenter  system or, if
not so
     published,  the  average  bid  price  (expressed  as a  percentage  of
the
     outstanding  principal  balance)  quoted in writing to the Lender as
of the
     computation date by any two nationally  recognized  dealers selected
by the
     Lender  who at the time are making a market in  similar  Mortgage
Loans or
     Mortgage-backed  Securities,  multiplied, in the case of Mortgage
Loans, by
     the   outstanding   principal   balance   thereof   and,  in  the
case  of
     Mortgage-backed  Securities,  by the  product  of the pool  factor  of
such
     Mortgage-backed  Security  times the face  amount  of such  Mortgage-
backed
     Security.

          "FHA"  means the  Federal  Housing  Administration  and any
successor
     thereto.

          "FHLMC"  means the  Federal  Home Loan  Mortgage  Corporation
and any
     successor thereto.

          "FICA" means the Federal Insurance Contributions Act.

          "FIRREA"  means  the  Financial  Institutions  Reform,   Recovery
and
     Enforcement  Act of 1989, as amended from time to time, and the
regulations
     promulgated and rulings issued thereunder.

          "Floating  Rate" means a floating  rate of interest  which is
equal to
     one percent  (1.00%) per annum over the LIBOR.  The  Floating  Rate
will be
     adjusted as of the effective date of each change in the LIBOR.

          "FNMA"  means  the  Federal  National  Mortgage  Association  and
any
     successor thereto.

          "Funding  Bank" means The First  National Bank of Chicago or any
other
     bank designated from time to time by the Lender.

          "GAAP" means generally accepted accounting principles set forth
in the
     opinions and  pronouncements  of the  Accounting  Principles  Board
and the
     American  Institute of Certified  Public  Accountants  and  statements
and
     pronouncements of the Financial Accounting Standards Board or in such
other
     statements by such other entity as may be approved by a significant
segment
     of the accounting profession,  which are applicable to the
circumstances as
     of the date of determination.

          "GNMA" means the  Government  National  Mortgage  Association
and any
     successor thereto.

          "Guarantor" means JAMES W. NOACK, JAMES A. UMPHRYES and any such
other
     Person  that  hereafter  guarantees  all or any  portion  of the
Company's
     Obligations.  If more  than one  Person  is named  as  Guarantor,  the
term
     Guarantors  shall  mean  each of such  Persons  and  all of  them,
and the
     obligations of such Persons shall be joint and several.

          "Guaranty"  means a guaranty  of all or any  portion of the
Company's
     Obligations.  If more than one  Guaranty is executed  and  delivered
to the
     Lender,  the term Guaranty"  shall mean each of such  Guaranties and
all of
     them.

          "HUD" means the  Department of Housing and Urban  Development
and any
     successor thereto.

          "Indemnified  Liabilities"  has the  meaning  set forth in
Article 10
     hereof.

          "Internal  Revenue  Code" means the Internal  Revenue Code of
1986, or
     any subsequent federal income tax law or laws, as any of the foregoing
have
     been or may from time to time be amended.

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

          "Investor"  means FNMA,  FHLMC or a  financially  responsible
private
     institution  which is deemed  acceptable by the Lender from time to
time in
     its sole discretion.

          "Lender"  has the  meaning  set forth in the first  paragraph  of
this
     Agreement.

          "LIBOR" means,  for each calendar week, the rate of interest per
annum
     which is equal to the arithmetic mean of the U.S.  Dollar London
Interbank
     Offered Rates for one (1) month periods as of 11:00 a.m. London time
on the
     first  Business  Day of each week on which the London  Interbank
market is
     open, as published by Knight-Ridder,  Inc. on its MoneyCenter system.
LIBOR
     shall be rounded,  if  necessary,  to the next higher one  sixteenth
of one
     percent  (1/16%).  If such U.S.  dollar  LIBOR  rates are not so
offered or
     published  for any period,  then  during  such period  LIBOR shall
mean the
     London  Interbank  Offered Rate for one (1) month periods  published
on the
     first  Business  Day of each week on which the London  Interbank
market is
     open,  in the Wall Street  Journal in its regular  column  entitled
"Money
     Rates."

          "Lien"  means any lien,  mortgage,  deed of  trust,  pledge,
security
     interest, charge or encumbrance of any kind (including any conditional
sale
     or other title retention  agreement,  any lease in the nature thereof,
and
     any agreement to give any security interest).

          "Loan  Documents"  means this Agreement,  the Note, the
Guaranties any
     agreement  of the Company  relating to  Subordinated  Debt,  and each
other
     document,  instrument  or agreement  executed by the Company in
connection
     herewith or therewith, as any of the same may be amended, restated,
renewed
     or replaced from time to time.

          "Mortgage"  means a  mortgage  or  deed  of  trust  on  improved
real
     property. A Mortgage may be a First Mortgage or a Second Mortgage.

          "Mortgage-backed Securities" means GNMA, FNMA or FHLMC securities
that
     are backed by Mortgage Loans.

          "Mortgage  Loan" means any loan evidenced by a Mortgage Note. The
term
     "Mortgage  Loan" shall include  First  Mortgage  Loans and Second
Mortgage
     Loans unless the context otherwise requires.

          "Mortgage Note Amount"  means,  as of the date of  determination,
the
     then outstanding unpaid principal amount of a Mortgage Note.

          "Mortgage  Pool" means a pool of one or more Pledged  Mortgages
on the
     basis of which there is to be issued a Mortgage-backed Security.

          "Note" has the meaning set forth in Section 2.2 hereof.

          "Notices" has the meaning set forth in Article 9 hereof.

          "Obligations"   means  any  and  all  indebtedness,   obligations
and
     liabilities of the Company to the Lender (whether now existing or
hereafter
     arising, voluntary or involuntary, whether or not jointly owed with
others,
     direct or indirect, absolute or contingent, liquidated or
unliquidated, and
     whether  or not from  time to time  decreased  or  extinguished  and
later
     increased,  created  or  incurred),  arising  out of or related to the
Loan
     Documents.

          "Officer's  Certificate" means a certificate executed on behalf
of the
     Company by its chief  financial  officer or its  treasurer or by such
other
     officer  as may be  designated  herein  and  substantially  in the
form of
     Exhibit I-SF attached to the Existing Warehousing Agreement.

          "Participant" has the meaning set forth in Section 12.5 hereof.

          "Person" means and includes  natural  persons,  corporations,
limited
     partnerships,  general partnerships, joint stock companies, joint
ventures,
     associations,  companies,  trusts,  banks,  trust  companies,  land
trusts,
     business trusts or other organizations,  whether or not legal
entities, and
     governments and agencies and political subdivisions thereof.

          "Pledged  Mortgages"  has the  meaning  set  forth in  Section
3.1(a)
     hereof.

          "Pledged  Securities"  has the  meaning  set forth in  Section
3.1(b)
     hereof.

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

          "Release Amount" has the meaning set forth in Section 3.2(g)
hereof.

          "Servicing   Contract"  means,   with  respect  to  any  Person,
the
     arrangement,  whether or not in writing,  pursuant to which such
Person has
     the right to service Mortgage Loans.

          "Single-family  Mortgage  Loan"  means a  Mortgage  Loan  secured
by a
     Mortgage  covering  improved  real property  containing  one to four
family
     residences.

          "Stated Maturity Date",  should the Lender in its sole discretion
make
     an Advance  hereunder,  means for all Obligations due under this
Agreement,
     and not earlier paid,  the  "Warehousing  Maturity Date" (as defined
in the
     Existing Warehousing Agreement).

          "Statement   Date"  means  the  date  of  the  most  recent
financial
     statements of the Company  (and,  if  applicable,  its  Subsidiaries,
on a
     consolidated  basis)  delivered  to the  Lender  under  the  terms  of
this
     Agreement.

          "Subordinated  Debt"  means  all  indebtedness  of  the  Company,
for
     borrowed  money,  which is,  by its  terms  (which  terms  shall  have
been
     approved by the Lender),  effectively  subordinated  in right of
payment to
     all other  present  and future  Obligations,  and all  indebtedness
of the
     Company which is required to be  subordinated  by the Existing
Warehousing
     Agreement.

          "Subsidiary"  means any  corporation,  association  or other
business
     entity in which more than fifty  percent (50%) of the total voting
power or
     shares of stock entitled to vote in the election of directors,
managers or
     trustees  thereof  is  at  the  time  owned  or  controlled,
directly  or
     indirectly,  by any Person or one or more of the other Subsidiaries of
that
     Person or a combination thereof.

          "Trust  Receipt"  means  a trust  receipt  in a form  approved
by and
     pursuant  to which the Lender may  deliver  any  document  relating
to the
     Collateral to the Company for correction or completion.

          "VA" means the Department of Veterans Administration and any
successor
     thereto.

     1.2. Other Definitional Provisions.

          1.2(a)  Accounting  terms not otherwise  defined herein shall
have the
meanings given the terms under GAAP.

          1.2(b) Defined terms may be used in the singular or the plural,
as the
context requires.

          1.2(c) All  references  to time of day shall mean the then
applicable
time in Chicago, Illinois, unless expressly provided to the contrary.

2.     THE CREDIT.

     2.1. Funding of Advances.

          2.1(a) The  Lender  may from time to time and in its sole
discretion,
     choose to make Advances to the Company by causing the proceeds of each
such
     Advance to be applied to the outstanding  principal balance of the
Existing
     Warehousing  Note.  If any such  Advances  are made  hereunder,  each
such
     Advance  will be made at a time when a Mortgage  Loan pledged to the
Lender
     under the  Existing  Warehousing  Agreement  is shipped to an Investor
for
     purchase or to an Approved  Custodian for inclusion in an Eligible
Mortgage
     Pool. Upon each Advance, each such Mortgage Loan shall be pledged
hereunder
     to secure the Note. The Lender's records regarding which Mortgage
Loans are
     pledged to secure the Note shall be binding upon the Company.  All
Advances
     under this Agreement shall constitute a single indebtedness, and all
of the
     Collateral  shall be security for the Note, the Existing  Warehousing
Note
     and for the performance of all the Obligations.

          2.1(b) The Company shall hold in trust for the Lender, and the
Company
     shall  deliver to the Lender  promptly  upon  request  of the  Lender,
any
     documents relating to a Pledged Mortgage which are customarily
desired for
     inspection  or transfer  incidental to the purchase of any Mortgage
Note by
     an Investor and any additional  documents which are customarily
executed by
     the seller of a Mortgage Note to an Investor.

     2.2. Note. The Company's  Obligations  shall be evidenced by the
promissory
note (the Motes) of the Company dated as of the date hereof substantially
in the
form of Exhibit A attached hereto. The term "Note" shall include all
extensions,
renewals and modifications of the Note and all substitutions therefor. All
terms
and provisions of the Note are hereby incorporated herein.

     2.3. Interest.

          2.3(a) The unpaid  principal  amount of each Advance  hereunder
shall
     bear  interest  from the  date of such  Advance  until  paid in full
at the
     Floating Rate.

          2.3(b)  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. Such interest 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 Stated Maturity Date, or, if earlier, on the
date to
     which the maturity of an Advance is accelerated  pursuant to the
provisions
     of this Agreement.

          2.3(c)  Any  Obligations  not paid  when due  (whether  at the
Stated
     Maturity Date,  upon  acceleration  following the occurrence of an
Event of
     Default or otherwise) shall bear interest,  from the date due until
paid in
     full, at a per annum rate of interest  equal to the Floating Rate plus
four
     percent (4%) (the "Default Rate"), said interest to be payable on
demand of
     the Lender.

     2.4. Principal Payments.

          2.4(a)  The  outstanding  principal  amount of all  Advances
shall be
     payable in full upon the Stated Maturity Date.

          2.4(b) The  Company  shall  have the right to prepay  the
outstanding
     Advances  in whole or in  part,  from  time to  time,  without
premium  or
     penalty.

          2.4(c) All payments of  outstanding  Advances from the proceeds
of the
     sale or other disposition of Pledged Mortgages and Pledged Securities
shall
     be paid  directly  by the  Investor  to the Cash  Collateral  Account
to be
     applied against the Obligations.

          2.4(d) The Company  shall be obligated  to pay to the Lender,
without
     the  necessity of prior  demand or notice from the Lender,  and the
Company
     authorizes  the Lender to cause the  Funding  Bank to charge the
Company's
     account  for,  the  amount of any  outstanding  Advance  against a
specific
     Pledged  Mortgage,  upon the earliest  occurrence  of any of the
following
     events:

                    (1) One  hundred  eighty  (180) days elapse from the
date of
               the Existing  Warehousing 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  for  examination
and
               purchase,  without the purchase  being made, or upon
rejection of
               the Pledged Mortgage as unsatisfactory by an Investor.

                    (3) Ten (10) Business Days elapse from the date a
Collateral
               Document  was   delivered  to  the  Company  for
correction  or
               completion  under a Trust Receipt,  without being returned
to the
               Lender.

                    (4) The Mortgage  Loan is  defaulted  and remains in
default
               for a period of thirty (30) days or more.

                    (5) Three (3)  Business  Days after the  mandatory
delivery
               date of the related Purchase  Commitment and the specific
Pledged
               Mortgage was not delivered under the Purchase Commitment
prior to
               such  mandatory  delivery  date,  or the Purchase
Commitment  is
               terminated;  unless in either  case,  such  Pledged
Mortgage  is
               eligible for delivery to an Investor under a comparable
Purchase
               Commitment acceptable to the Lender.

                    (6) Upon sale or other disposition of the Pledged
Mortgage.

                    (7) If the Pledged  Mortgage is included in a Mortgage
Pool,
               then, if the Mortgage  Pool is an Eligible  Mortgage  Pool,
upon
               sale of the Mortgage-backed  Security, or if the Mortgage
Pool is
               not an Eligible Mortgage Pool, within two (2) Business Days
after
               delivery of the Pledged Mortgages to the pool custodian.

          2.4(e)   The   Company   shall   then  give   Notice  to  the
Lender
     (telephonically, to be followed by written notice) of the Pledged
Mortgages
     or Pledged  Securities for which proceeds have been received.  Upon
receipt
     of such Notice the  Advances  against  such  Pledged  Mortgages  or
Pledged
     Securities shall be repaid and such Pledged Mortgages or Pledged
Securities
     shall be  considered  to have been  redeemed  from  pledge.  The
Lender is
     entitled to rely upon the Company's  affirmation  that deposits in the
Cash
     Collateral  Account  represent  payment from  Investors for the
purchase of
     Pledged Mortgages or Pledged Securities as specified by the Company.
In the
     event  that the  payment  from an  Investor  for the  purchase  of
Pledged
     Mortgages  or  Pledged  Securities  is less than the  outstanding
Advances
     against  such  Pledged  Mortgages or the  Mortgage  Loans  backing
Pledged
     Securities,  the Lender is  authorized  to cause the Funding sank to
charge
     the Company~s  account for an amount equal to such deficiency.
Provided no
     Default or Event of Default  exists,  the  Lender  shall  return any
excess
     payment from an Investor for Pledged Mortgages or Pledged Securities
to the
     Company.

     2.5. Method of Making Payments.  Except as otherwise  specifically-
provided
herein,  all payments  hereunder  shall be made to the Lender not later
than the
close of business on the date when due unless such date is a  non-Business
Day,
in which case,  such payment shall be due on the first Business Day
thereafter,
and shall be made in lawful money of the United States of America in
immediately
available funds  transferred via wire to accounts  designated by the Lender
from
time to time.

     2.6.  Miscellaneous Charges. The Company agrees to reimburse the
Lender for
miscellaneous  charges  and  expenses  incurred by or on behalf of the
Lender in
connection with the handling and  administration  of Advances,  and to
reimburse
the Lender for  miscellaneous  charges and expenses  incurred by or on
behalf of
the Lender in connection with the handling and administration of the
Collateral.
For the purposes hereof,  miscellaneous  charges and expenses shall
include, but
not be limited to,  charges for wire  transfers,  charges for security
delivery
fees,  charges for overnight  delivery of  Collateral to Investors,
charges for
overnight  delivery of Collateral to Investors,  and the Funding  Bank's
service
charges.  Miscellaneous  charges  are  due  when  incurred,  but  shall
not  be
delinquent  if paid within  fifteen (15) days after  receipt of an invoice
or an
account analysis statement from the Lender.

     2.7. Interest Limitation. All agreements between the Company and the
Lender
are hereby  expressly  limited so that in no  contingency  or event
whatsoever,
whether by reason of  acceleration  of maturity of this Agreement or the
Note or
otherwise, shall the amount paid or agreed to be paid to the Lender for the
use,
forbearance,  loaning or  retention of the  Advances  secured by this
Agreement
exceed the maximum  permissible  under applicable law. If from any
circumstances
whatsoever,  fulfillment of any  provisions  hereof or of the Note, or any
other
document  securing this  Agreement at any time given shall involve
transcending
the limit of validity  prescribed by law,  then,  the obligation to be
fulfilled
shall  automatically  be reduced to the limit of such validity,  and if
from any
circumstances  the Lender  should ever receive as interest an amount which
would
exceed the highest lawful rate of interest, such amount which would be in
excess
of interest shall be applied to the reduction of the principal  balance
secured
by the Note and not to the payment of interest thereunder.  This provision
"hall
control every other  provision of all agreements  between the Company and
Lender
and shall also be binding  upon and  available to any  subsequent  holder
of the
Note.

     2.8.  Increased Costs;  Capital  Requirements.  In the event any
applicable
law,  order,  regulation  or directive  issued by any  governmental  or
monetary
authority,   or  any  change  therein  or  in  the   governmental   or
judicial
interpretation  or  application  thereof,  or  compliance by the Lender
with any
request  or  directive  (whether  or  not  having  the  force  of  law)  by
any
governmental or monetary authority:

          2.8(a)  Does or  shall  subject  the  Lender  to any  tax of any
kind
     whatsoever  with respect to this Agreement or any Advances made
hereunder,
     or change the basin of taxation  on  payments  to the Lender of
principal,
     fees,  interest or any other amount payable hereunder (except for
change in
     the rate of tax on the  overall  gross or net  income of the  Lender
by the
     jurisdictions in which the Lender'g principal office is located);

          2.8(b) Does or shall impose,  modify or hold  applicable  any
reserve,
     capital   requirement,   special   deposit,   compulsory  loan  or
similar
     requirement  against assets held by, or deposits or other liabilities
in or
     for the account of,  advances or loans by, or other credit  extended
by, or
     any other  acquisition  of funds by, any office of the Lender which
are not
     otherwise  included in the determination of the interest rate as
calculated
     hereunder;

          and the result of any of the  foregoing is to increase the cost
to the
     Lender of making,  renewing  or  maintaining  any  Advance or to
reduce any
     amount receivable in respect thereof or to reduce the rate of return
on the
     capital of the Lender or any Person controlling the Lender as it
relates to
     credit facilities in the nature of that evidenced by this Agreement,
then,
     in any such cage,  the Company "hall  promptly pay any  additional
amounts
     necessary  to  compensate  the Lender for such  additional  cost or
reduced
     amount"  receivable  or reduced rate of return as  determined by the
Lender
     with respect to this  Agreement or Advances made  hereunder.  If the
Lender
     becomes entitled to claim any additional  amount" pursuant to this
Section,
     it shall  notify the  Company of the event by reason of which it has
become
     so entitled and the Company shall pay such amount within  fifteen (15)
days
     thereafter.  A certificate as to any additional  amount payable
pursuant to
     the foregoing  sentence  containing the  calculation  thereof in
reasonable
     detail  submitted by the Lender to the Company  shall be  conclusive
in the
     absence of  manifest  error.  The  obligations  of the  Company  under
this
     Section  shall  survive  the  payment  of all  other  Obligations  and
the
     termination of this Agreement.

3.   COLLATERAL.

     3.1. Grant of Security  Interest.  As security for the payment of the
Note,
the Existing  Warehousing  Note and for the  performance of all of the
Company's
Obligations,  the Company  hereby assigns and transfers to the Lender all
right,
title and interest in and to and grants a security interest to the Lender
in the
following described property (the "Collateral"):

          3.1(a) All Mortgage Loans,  including all Mortgage Notes and
Mortgages
     evidencing  such Mortgage  Loans,  which from time to time are
delivered or
     caused to be delivered to the Lender  (including  delivery to a third
party
     on behalf of the Lender),  come into the possession,  custody or
control of
     the Lender for the purpose of  assignment  or pledge or in respect of
which
     an Advance has been made by the Lender hereunder (the pledged
Mortgages").
     3.1(b) All  Mortgage-backed  Securities which are from time to time
created
     in whole or in part on the basis of the Pledged  Mortgages or are
delivered
     or caused to be delivered  to, or are  otherwise in the  possession
of the
     Lender  its  agent,  bailee or  custodian  as  assignee,  or pledged
to the
     Lender, or for such purpose are registered by book-entry in the name
of the
     Lender (including  delivery to or registration in the name of a third
party
     on behalf of the Lender) hereunder or in respect of which from time to
time
     an Advance has been made by the Lender hereunder (the pledged
Securitiesn).

          3.1(c) All private  mortgage  insurance and all commitments
issued by
     the FHA or VA to insure or  guarantee  any Mortgage  Loans  included
in the
     Pledged  Mortgages;  all  guaranties  related  to Pledged  Securities;
all
     Purchase  Commitments held by the Company covering the Pledged
Mortgages or
     the Pledged  Securities and all proceeds resulting from the sale
thereof to
     Investors  pursuant thereto;  and all personal  property,  contract
rights,
     servicing  and  servicing  fees and income or other  proceeds,
amounts and
     payments payable to the Company as compensation or reimbursement,
accounts
     and  general  intangibles  of  whatsoever  kind  relating  to  the
Pledged
     Mortgages,  the Pledged Securities,  said FHA commitments or VA
commitments
     and the  Purchase  Commitments,  and all  other  documents  or
instruments
     relating to the Pledged  Mortgages and the Pledged  Securities,
including,
     without  limitation,  any interest of the Company in any fire,
casualty or
     hazard insurance policies and any awards made by any public body or
decreed
     by any court of competent  jurisdiction  for a taking or for
degradation of
     value in any eminent  domain  proceeding  as the same relate to the
Pledged
     Mortgages.

          3.1(d)  All right,  title and  interest  of the  Company in and
to all
     escrow accounts,  documents,  instruments,  files,  surveys,
certificates,
     correspondence,   appraisals,   computer  programs,  tapes,  discs,
cards,
     accounting  records  (including  all  information,  records,  tapes,
data,
     programs,  discs and cards  necessary or helpful in the
administration  or
     servicing of the Collateral) and other  information and data of the
Company
     relating to the Collateral.

          3.1(e) All now existing or  hereafter  acquired  cash  delivered
to or
     otherwise in the possession of the Lender or its agent, bailee or
custodian
     or  designated  on the books and  records of the  Company as  assigned
and
     pledged to the Lender.

          3.l(f) All cash and non-cash proceeds of the Collateral,
including all
     dividends,  distributions  and other  rights in  connection  with,
and all
     additions to,  modifications of and replacements  for, the Collateral,
and
     all products  and proceeds of the  Collateral,  together  with
whatever is
     receivable  or received when the  Collateral or proceeds  thereof are
sold,
     collected,  exchanged or otherwise disposed of, whether such
disposition is
     voluntary or  involuntary,  including,  without  limitation,  all
rights to
     payment  with  respect to any cause of action  affecting or relating
to the
     Collateral or proceeds thereof.

     3.2. Release of Security Interest in Collateral.

          3.2(a) Pledged  Mortgages shall be released from the Lender's
security
     interest  only  against  payment  to the  Lender of the  Release
Amount in
     connection with such Pledged Mortgages.

          3.2(b) If Pledged  Mortgages are to be transferred to a pool
custodian
     or to FHLMC for inclusion in a Mortgage Pool, the Lenders security
interest
     in such Pledged  Mortgages  shall be released  only against  payment
to the
     Lender of the Release Amount in connection with such Pledged
Mortgages.  If
     the Lender's  security  interest in the Pledged  Mortgages  comprising
the
     Mortgage Pool is not released prior to the issuance of the  Mortgace-
backed
     Security,  then  the  Mortgage-backed  Security,  when  issued,  shall
be a
     Pledged  Security.  The Lenders  security  interest  shall continue in
such
     Pledged Mortgages and the Pledged Security. The Lender shall be
entitled to
     possession of such Pledged Security in the manner provided below.

          3.2(c) If  Pledged  Mortgages  are to be  transferred  to an
Approved
     Custodian  and are  included  in an  Eligible  Mortgage  Pool,  the
Lenders
     security interest in the Pledged Mortgages comprising the Eligible
Mortgage
     Pool shall be  released  upon the  issuance of the  Pledged  Security.
The
     Lender's  security interest in such Pledged Security shall be released
only
     against  payment to the Lender of the Release Amount in connection
with the
     Pledged  Mortgages  backing  such  Pledged  Security.  The Lender
shall be
     entitled to  possession  of such  Pledged  Security in the manner
provided
     below.

          3.2(d) The Lender shall have the exclusive  right to the
possession of
     the Pledged  Securities or, if the Pledged  Securities are not to be
issued
     in  certificated  form  or  are  to be  issued  in  certificated  form
and
     registered  exclusively with the name of, and held by, a clearing
agency or
     its nominee,  shall have the right to have the book entries for the
Pledged
     Securities  issued  in  the  Lenders  name  or the  name  or  names
of its
     designees,  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  Investors  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
financial
     intermediary  for the Lender,  and the Company  agrees upon  request
of the
     Lender,  to execute and deliver to such other  financial  institutions
the
     Company' 9 written concurrence in any such standing arrangements.

          3.2(e) Prior to the occurrence of an Event of Default, the
Company may
     redeem a Pledged  Mortgage or Pledged  Security  from the Lenders
security
     interest by  notifying  the Lender of its  intention to redeem such
Pledged
     Mortgage or Pledged Security from pledge and either (a) paying,  or
causing
     an Investor to pay, to the Lender,  for  application  to  prepayment
of the
     principal  balance of the Note, the Release Amount in connection  with
such
     Pledged  Mortgage  or  Pledged  Security,   or  (b)  delivering
substitute
     Collateral which, in addition to being acceptable to the Lender in its
sole
     discretion will, when included with the Collateral,  result in a
Collateral
     Value of all  Collateral  held by the Lender which is at least equal
to the
     aggregate outstanding Advances .

          3.2(f) Following the occurrence of a Default or Event of Default,
the
     Lender may,  with no  liability  to the Company or any Person,
continue to
     release it. security  interest in any Pledged  Mortgage or Pledged
Security
     against  payment of the  Release  Amount in  connection  with such
Pledged
     Mortgage or Pledged Security.

          3.2(g) The Release  Amount in  connection  with any  Pledged
Mortgage
     shall be (i) prior to the occurrence of an Event of Default,  the
principal
     amount of the Advances  made against such Pledged  Mortgage,  and (ii)
from
     and after the occurrence and during the continuance of an Event of
Default,
     the Committed  Purchase  Price of such Pledged  Mortgage or, if there
is no
     Purchase  Commitment  therefor,   the  amount  paid  to  the  Lender
in  a
     commercially reasonable disposition thereof.

     3.3. Delivery of Additional Collateral or Mandatory Prepayment. At any
time
that the aggregate  Collateral Value of the Collateral then pledged
hereunder is
less than the aggregate amount of the Advances then outstanding  hereunder,
the
Lender may request,  and the Company  shall  within two (2) Business  Days
after
Notice by the Lender (a) deliver to the Lender for pledge  hereunder
additional
Mortgage  Loans  and/or  cash,  in  aggregate  amounts  sufficient  to
cover the
difference  between  the  Collateral  Value of the  Collateral  pledged
and the
aggregate amount of Advances outstanding hereunder, or (b) repay the
Advances in
an amount sufficient to reduce the aggregate  balance thereof  outstanding
to or
below the Collateral Value of the Collateral pledged hereunder.

     3.4.  Collection and Servicing Rights. So long as no Event of Default
shall
have  occurred and is  continuing,  the Company shall be entitled to
service and
receive and collect  directly  all sums payable to the Company in respect
of the
Collateral  other than  proceeds of any Purchase  Commitment  or proceeds
of the
sale of any  Collateral.  Following the occurrence of any Event of Default,
the
Lender or its designee  shall  thereafter be entitled to service and
receive and
collect  all sums  payable to the Company in respect of the  Collateral,
and in
such case (a) the Lender or its designee in its discretion  may, in its own
name
or in the name of the Company or otherwise,  demand, sue for, collect or
receive
any money or  property  at any time  payable or  receivable  on account of
or in
exchange for any of the  Collateral,  but shall be under no obligation to
do so,
(b) the Company shall, if the Lender 90 requests,  hold in trust for the
benefit
of the Lender and forthwith pay to the Lender at its office designated by
Notice
hereunder,  all amount" thereafter received by the Company upon or in
respect of
any of the Collateral,  advising the Lender as to the source of such funds,
and
(c) all amount" so received  and  collected by the Lender shall be held by
it as
part of the Collateral.

     3.5. Return of Collateral at Expiration of Agreement. If (a) this
Agreement
or the Existing Warehousing Agreement shall have expired or been
terminated, and
(b) no Advances,  interest or other  Obligations shall be outstanding and
unpaid
hereunder or under the Existing Warehousing Agreement,  the Lender shall
deliver
or release  its  security  interest  and shall  deliver  all  Collateral
in its
possession to the Company at the Company's  expense.  The receipt of the
Company
for  any  Collateral  released  or  delivered  to the  Company  pursuant
to any
provision of this  Agreement  shall be a complete and full  acquittance
for the
Collateral so returned,  and the Lender shall  thereafter be discharged
from any
liability or responsibility therefor.

4.   CONDITIONS PRECEDENT.

     4.1.  Initial  Advance.  As a condition  precedent to the Lender
making an
initial  Advance  under this  Agreement,  the Lender  shall  have  received
the
following,  all of which must be satisfactory in form and content to the
Lender,
in its sole discretion:

          4.1(a) The Lender shall have received the following, all of which
must
     be satisfactory in form and content to the Lender, in its sole
discretion:

               (1) The Note and this Agreement duly executed by the
Company.

               (2) An  original  resolution  of the  board of  directors
of the
          Company,  certified as of the date of this  Agreement by its
corporate
          secretary, authorizing the execution, delivery and performance of
this
          Agreement and the other Loan Documents,  and all other
instruments or
          documents to be delivered by the Company pursuant to this
Agreement.

               (3) The  Guaranties,  in the form  attached  hereto as
Exhibit B.
          duly executed by the Guarantors.

               (4) Evidence that all accounts necessary into which Advances
will
          be funded and  proceeds  from the sale or  disposition  of the
Pledged
          Mortgages  and  Pledged   Securities   will  be  deposited  have
been
          established at the Funding Bank.

     4.2. Each Advance.  The making of the initial and each  subsequent
Advance
under this Agreement is subject to the  satisfaction,  in the sole
discretion of
the Lender,  as of the date of each such Advance,  of the  following
additional
conditions precedent:

          4.2(a) The  representations and warranties of the Company
contained in
     Article 5 hereof shall be accurate and complete in all material
respects as
     if made on and as of the date of each Advance.

          4.2(b) The Company shall have performed all agreements to be
performed
     by it hereunder,  and after giving effect to the requested  Advance,
there
     shall exist no Default or Event of Default hereunder.

          4.2(c)  The  Guarantor  shall  have  performed  all  agreements
to be
     performed by the Guarantor under the Guaranty.

          4.2(d) The Company shall not have  incurred any material
liabilities,
     direct or  contingent,  other than in the ordinary  course of its
business,
     since the Statement Date.

5.   REPRESENTATIONS AND PARTIES.

     The Company hereby represents and warrants to the Lender, as of the
date of
this Agreement and as of the making of each Advance, that:

     5.1.  Organization:  Good  Standing;  Subsidiaries.  The  Company  and
each
Subsidiary of the Company is a corporation duly organized,  validly
existing and
in good standing under the laws of the  jurisdiction of its  incorporation,
has
the full  legal  power and  authority  to own its  property  and to carry
on its
business as currently  conducted and is duly qualified as a foreign
corporation
to do  business  and is in good  standing  in each  jurisdiction  in  which
the
transaction  of its  business  makes  such  qualification  necessary,
except in
jurisdictions,  if any,  where a failure to be in good  standing has no
material
adverse effect on the business, operations, assets or financial condition
of the
Company or any such  Subsidiary.  For the purposes  hereof,  good standing
shall
include  qualification for any and all licenses and payment of any and all
taxes
required in the jurisdiction of its  incorporation  and in each
jurisdiction in
which the Company transacts business.  The Company has no Subsidiaries
except as
set forth in the Existing Warehousing Agreement.

     5.2.  Authorization  and  Enforceability.  The  Company  has the
power and
authority to execute, deliver and perform this Agreement, the Note and all
other
Loan  Documents  to  which  the  Company  is party  and to make  the
borrowings
hereunder.  The Guarantor has the legal capacity to execute, deliver and
perform
the Guaranty.  The  execution,  delivery and  performance by the Company of
this
Agreement,  the Note and all other Loan  Documents to which the Company is
party
and the making of the borrowings  hereunder and  thereunder,  have been
duly and
validly authorized by all necessary  corporate action on the part of the
Company
(none of which actions has been modified or rescinded,  and all of which
actions
are in full force and effect) and do not and will not  conflict  with or
violate
any  provision of law, of any  judgments  binding  upon the  Company,  or
of the
articles of incorporation or by-laws of the Company,  conflict with or
result in
a breach of or constitute a default or require any consent  under,  or
result in
the creation of any Lien upon any  property or assets of the Company  other
than
the Lien on the  Collateral  granted  hereunder,  or  result in or  require
the
acceleration  of any  indebtedness  of the Company  pursuant  to any
agreement,
instrument  or indenture to which the Company is a party or by which the
Company
or its property may be bound or affected. This Agreement, the Note and all
other
Loan Documents  contemplated  hereby or thereby  constitute  legal,  valid,
and
binding  obligations  of  the  Company,  or  of  the  Guarantor,
respectively,
enforceable  in accordance  with their  respective  terms,  except as
limited by
bankruptcy,   insolvency  or  other  such  laws  affecting  the
enforcement  of
creditors' rights.

     5.3. Approvals.  The execution and delivery of this Agreement, the
Note and
all other  Loan  Documents  and the  performance  of the  Company's
obligations
hereunder and thereunder and the validity and enforceability  hereof and
thereof
do not require any  license,  consent,  approval or other action of any
state or
federal agency or  governmental  or regulatory  authority other than those
which
have been obtained and remain in full force and effect.

     5.4. Litigation. There are no actions, claims, suits or proceedings
pending
or, to the  knowledge  of the  Company,  threatened  or  reasonably
anticipated
against or affecting  the Company or any  Subsidiary of the Company in any
court
or before any arbitrator or before any government  commission,  board,
bureau or
other administrative  agency which, if adversely  determined,  may
reasonably be
expected  to  result  in any  material  and  adverse  change  in  the
business,
operations,  assets or financial  condition of the Company as a whole,  or
would
affect the validity or enforceability of this Agreement or the Note.

     5.5.  Compliance  with Laws.  Neither the Company nor any Subsidiary
of the
Company is in violation of any provision of any law, or of any judgment,
award,
rule,  regulation,  order,  decree,  writ or  injunction  of any court or
public
regulatory body or authority  which might have a material  adverse effect
on the
business, operations, assets or financial condition of the Company as a
whole or
would affect the validity or enforceability of this Agreement or the Note.

     5.6.  Eligibility.  The  Company  is  approved  and  qualified  and in
good
standing  as  a  lender  or  seller/servicer,  as  set  forth  in  the
Existing
Warehousing  Agreement  and meets all  requirements  applicable to its
status as
such.

     5.7. Place of Business.  The principal  place of business of the
Company is
3021 Citrus Circle,  Suite 150, Walnut Creek,  California  94598.

     5.8.  Special  Representations  Concerning  Collateral.  The Company
hereby
represents  and warrants to the Lender,  as of the date of this Agreement
and as
of the making of each Advance, that:

          5.8(a) The Company is the legal and equitable  owner and holder,
free
     and clear of all Liens (other than Liens  granted  hereunder  and
under the
     Existing Warehousing  Agreement),  of the Pledged Mortgages and the
Pledged
     Securities.   All  Pledged  Mortgages,   Pledged  Securities  and
Purchase
     Commitments  have been duly  authorized  and validly issued to the
Company,
     and  all of the  foregoing  items  of  Collateral  comply  with  all
of the
     requirements  of this  Agreement,  and have  been and will  continue
to be
     validly pledged or assigned to the Lender, subject to no other Liens.

          5.8(b) The Company  has,  and will  continue to have,  the full
right,
     power and authority to pledge the  Collateral  pledged and to be
pledged by
     it hereunder.

          5.8(c) Any  Mortgage  Loan and any  related  document  included
in the
     Pledged  Mortgages  (1) has been duly executed and delivered by the
parties
     thereto at a closing  held not more than ninety (90) days prior to the
date
     of the Existing  Warehousing  Advance for such Mortgage  Loan, (2) has
been
     made in  compliance  with all  requirements  of the Real Estate
Settlement
     Procedures Act, Equal Credit Opportunity Act, the federal  Truth-In-
Lending
     Act and all other applicable laws and regulations, (3) is and will
continue
     to be valid and enforceable in accordance  with its terms,  without
defense
     or offset,  (4) has not been modified or amended  except in writing,
which
     writing is part of the Collateral  Documents,  nor any requirement"
thereof
     waived, (5) is supported by an underlying  appraisal in compliance
with the
     requirements  of FIRREA,  and (6) complies and will continue to comply
with
     the terms of this Agreement and, if applicable,  with the related
Purchase
     Commitment held by the Company.  Each Mortgage Loan has been fully
advanced
     in the  face  amount  thereof  and  each  Mortgage  is a first  Lien
on the
     premises described therein,  and has or will have a title insurance
policy,
     in American Land Title Association form or the equivalent  thereof,
from a
     recognized  title insurance  company,  insuring the priority of the
Lien of
     the Mortgage  and meeting the usual  requirements  of Investors
purchasing
     such Mortgage Loans.

          5.8(d) No default has occurred and is continuing  for more than
thirty
     (30) days  under any  Mortgage  Loan  included  in the  Pledged
Mortgages,
     provided,  however,  that with  respect  to  Pledged  Mortgages  which
have
     already been pledged as Collateral hereunder,  if any default has
occurred,
     the Company will promptly notify the Lender.

          5.8(e) The Company has complied  and will  continue to comply
with all
     laws,  rules and regulations in respect of the FHA insurance or VA
guaranty
     of each Mortgage Loan included in the Pledged  Mortgages  designated
by the
     Company  as an  FHA  insured  or VA  guaranteed  Mortgage  Loan,  and
such
     insurance or guarantee is and will continue to be in full force and
effect.
     All such FHA  insured  and VA  guaranteed  Mortgage  Loans  comply and
will
     continue to comply in all respects  with all  applicable  requirements
for
     purchase  under the FNMA standard form of selling  contract for FHA
insured
     and Vet guaranteed loans and any supplement thereto then in effect.

          5.8(f) All fire and casualty policies covering the premises
encumbered
     by each  Mortgage  included  in the  Pledged  Mortgages  (1)  name and
will
     continue to name the Company and its  successors and assigns as the
insured
     under a standard  mortgagee clause, (2) are and will continue to be in
full
     force and  effect,  and (3) afford and will  continue  to afford
insurance
     against  fire and such other  risks as are usually  insured  against
in the
     broad form of extended coverage insurance from time to time available.

          5.8(g)  Pledged  Mortgages  secured by  premises  located in a
special
     flood hazard area  designated as such by the Secretary of HUD are and
shall
     continue to be covered by special flood  insurance under the National
Flood
     Insurance Program.

          5.8 (h) Each FHA insured  Mortgage  Loan pledged  hereunder
meets all
     applicable  governmental  requirements  for such  insurance.  Each
Pledged
     Mortgage,  against  which an  Advance  is made on the  basis of a
Purchase
     Commitment, meets all requirements of such Purchase Commitment. The
Company
     shall  assure that Pledged  Mortgages  which are intended to be used
in the
     formation  of  Mortgage-backed  Securities  shall  comply or,  prior
to the
     formation  of any such  Mortgage-backed  Security,  shall  comply
with the
     requirements  of the  governmental  instrumentality,  department  or
agency
     guaranteeing such Mortgage-backed Security.

          5.8(i)  For  Pledged  Mortgages  which  will  be  used  to  back
GNMA
     Mortgage-backed   Securities,   the  Company  has  received   from
GNMA  a
     Confirmation   Notice  or  Confirmation   Notices  for  Request
Additional
     Commitment  Authority  and for  Request  Pool  Numbers,  and there
remains
     available  thereunder a commitment on the part of GNMA sufficient to
permit
     the issuance of GNMA Mortgage-backed Securities in an amount at least
equal
     to the amount of such Pledged  Mortgages  designated  by the Company
as the
     Mortgage  Loans to be used to back  such GNMA  Mortgage-backed
Securities;
     each such  Confirmation  Notice is in full force and  effect;  each of
such
     Pledged  Mortgages  has been  assigned  by the  Company to one of such
Pool
     Numbers and a portion of the available  GNMA  Commitment has been
allocated
     thereto  by the  Company,  in an  amount  at least  equal  to such
Pledged
     Mortgages;  and each such  assignment  and allocation has been
reflected in
     the books and records of the Company.

     5.9. Servicing.  All of the Company's Servicing Contracts are in full
force
and effect and,  except as otherwise  indicated,  are  unencumbered by
Liens. No
default or event  which,  with notice or lapse of time or both,  would
become a
default, exists under any such Servicing Contract.

6.   AFFIRMATIVE COVENANTS.

     The Company  hereby  covenants and agrees that, so long as there
remain any
Obligations to be paid or performed under this Agreement or under any other
Loan
Document, the Company shall:

     6.1.  Payment of Note.  Punctually pay or cause to be paid all
Obligations
payable  hereunder  and under the Note in  accordance  with the terms
hereof and
thereof.

     6.2. Existing Warehousing Agreement Covenants. Comply with each
affirmative
covenant set forth in Article 6 of the Existing Warehousing Agreement.

     6.3. Use of Proceeds of Advances.  Use the proceeds of each Advance
solely
for the  purpose of  financing  Pledged  Mortgages,  including  the
issuance of
Mortgage-backed Securities based thereon.

     6.4. Special Affirmative Covenants Concerning Collateral.

          6.4(a) Warrant and defend the right,  title and interest of the
Lender
     in and to the  Collateral  against  the claims and  demands of all
Persons
     whomsoever.

          6.4(b)  Service  or  cause  to  be  serviced  all  Mortgage
Loans  in
     accordance  with the  standard  requirements  of the  issuers  of
Purchase
     Commitments  covering the same and all applicable FHA and VA
requirements,
     including  without  limitation  taking all actions necessary to
enforce the
     obligations  of the obligers under such Mortgage  Loans.  The Company
shall
     service  or  cause  to be  serviced  all  Mortgage  Loans  backing
Pledged
     Securities in accordance  with  applicable  governmental  requirements
and
     issuers of Purchase  Commitments  covering the same. The Company shall
hold
     all escrow  funds  collected in respect of Pledged  Mortgages  and
Mortgage
     Loans backing  Pledged  Securities in trust,  without  commingling the
same
     with  non-custodial  funds,  and apply the same for the  purposes for
which
     such funds were collected.

          6.4(c) Execute and deliver to the Lender such Uniform  Commercial
Code
     financing  statements  with  respect  to the  Collateral  as the
Lender may
     request.  The  Company  shall also  execute  and deliver to the Lender
such
     further  instruments  of sale,  pledge or assignment or transfer,  and
such
     powers of attorney, as required by the Lender, and shall do and
perform all
     matters and things  necessary or desirable to be done or observed,
for the
     purpose of effectively  creating,  maintaining  and preserving the
security
     and benefits  intended to be afforded the Lender under this Agreement.
The
     Lender shall have all the rights and remedies of a secured  party
under the
     Uniform  Commercial  Code of  Minnesota,  or any other  applicable
law, in
     addition to all rights provided for herein.

          6.4(d)  Notify the Lender  within two (2) Business Days of any
default
     under, or of the termination  of, any Purchase  Commitment  relating
to any
     Pledged Mortgage, Eligible Mortgage Pool or Pledged Security.

          6.4(e)  Promptly  comply in all respects with the terms and
conditions
     of all Purchase Commitments, and all extensions, renewals and
modifications
     or substitutions thereof or thereto. The Company will cause to be
delivered
     to the Investor the Pledged  Mortgages  and Pledged  Securities  to be
sold
     under each Purchase Commitment not later than the expiration thereof.

          6.4(f)  Maintain,  at its  principal  office or in a  regional
office
     approved  by the  Lender,  or in the  office of a computer  service
bureau
     engaged by the Company and approved by the Lender, and, upon request,
shall
     make available to the Lender the originals, or copies in any case
where the
     originals  have been  delivered  to the  Lender or to an  Investor,
of its
     Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-
backed
     Securities  delivered  to  the  Lender  as  Pledged  Securities,
Purchase
     Commitments,  and all related Mortgage Loan documents and instruments,
and
     all files,  surveys,  certificates,  correspondence,  appraisals,
computer
     programs, tapes, discs, cards, accounting records and other
information and
     data relating to the Collateral.

7.   NEGATIVE COVENANTS.

     The Company  hereby  covenants and agrees that, so long as there
remain any
Obligations to be paid or performed,  the Company shall not,  either
directly or
indirectly, without the prior written consent of the Lender:

     7.1. Existing Warehousing Agreement Covenants. Breach any negative
covenant
set forth in Article 7 of the Existing Warehousing Agreement.

     7.2. Special Negative Covenants Concerning Collateral.

          7.2(a)  The  Company  shall not amend or  modify,  or waive any
of the
     terms and  conditions  of, or settle or compromise any claim in
respect of,
     any Pledged Mortgages or Pledged Securities.

          7.2(b) The  Company  shall not sell,  assign,  transfer  or
otherwise
     dispose  of, or grant any option with  respect  to, or pledge or
otherwise
     encumber (except pursuant to this Agreement or as permitted  herein)
any of
     the Collateral or any interest therein.

          7.2(c)  The  Company  shall  not make any  compromise,
adjustment  or
     settlement in respect of any of the Collateral or accept other than
cash in
     payment or liquidation of the Collateral.

8.   DEFAULTS; REMEDIES.

     8.1. Events of Default.  The occurrence of any of the following
conditions
or events shall be an event of default (6 Event of Defaults):

          8.1(a)  Failure to pay the principal of any Advance when due,
whether
     at stated maturity,  by acceleration,  or otherwise;  or failure to
pay any
     installment  of interest on any Advance or any other  amount due under
this
     Agreement  within  ten (10) days  after the due date;  or  failure  to
pay,
     within any applicable grace period,  the principal or interest on any
other
     indebtedness due the Lender; or

          8.1(b)  Failure of the  Company to perform or comply  with any
term or
     condition  applicable  to it  contained  in  Section  6.3 of  the
Existing
     Warehousing  Agreement,  Sections  6.3 and 6.4 of this  Agreement or
in any
     Section  of  Article  7 of  the  Existing  Warehousing  Agreement  or
this
     Agreement; or

          8.1(c) Any of the  Company's  representations  or  warranties
made or
     deemed made herein or in any other Loan  Document,  or in any
statement or
     certificate at any time given by the Company in writing  pursuant
hereto or
     thereto shall be  inaccurate  or incomplete in any material  respect
on the
     date as of which made or deemed made; or

          8.1(d) The Company shall default in the  performance  of or
compliance
     with any term  contained  in this  Agreement  other than those
referred to
     above in  Subsections  8.1(a),  8.1(b) or 8.1(c) and such default
shall not
     have been  remedied  or waived  within  thirty  (30) days after
receipt of
     Notice from the Lender of such default; or

          8.1(e) The Company shall default in the  performance  of or
compliance
     with any term  contained in this Agreement or any other Loan Document
other
     than those  referred to above in Subsections  8.1(a),  8.1(b) or
8.1(c) and
     such default shall not have been remedied or waived within thirty (30)
days
     after the  earliest of (i) receipt by the Company of Notice from the
Lender
     of such  default,  (ii) receipt by the Lender of Notice from the
Company of
     such default, or (iii) the date the Company should have notified the
Lender
     of such default pursuant to Section ?(c); or

          8.1(f) (1) A court having  jurisdiction  shall enter a decree or
order
     for relief in respect of the Company,  any Subsidiary of the Company
or any
     Guarantor  in  an  involuntary   case  under  any  applicable
bankruptcy,
     insolvency or other similar law in respect of the Company,  any
Subsidiary
     of the Company or any Guarantor now or hereafter in effect, which
decree or
     order is not stayed or a filing of a  voluntary  case under any
applicable
     bankruptcy,  insolvency or other similar law in respect of the
Company, any
     Subsidiary  of the  Company or any  Guarantor  has  occurred;  or any
other
     similar relief shall be granted under any applicable  federal or state
law;
     or (2) the filing of an  involuntary  case in respect of the  Company,
any
     Subsidiary of the Company or any Guarantor under any applicable
bankruptcy,
     insolvency  or other  similar  law; or a decree or order of a court
having
     jurisdiction for the appointment of a receiver,  liquidator,
sequestrator,
     trustee, custodian or other officer having similar powers over the
Company,
     any  Subsidiary  of the  Company  or of any  Guarantor,  or  over  all
or a
     substantial part of their respective property,  shall have been
entered; or
     the  involuntary  appointment  of an  interim  receiver,  trustee  or
other
     custodian of the Company,  any  Subsidiary  of the Company or any
Guarantor
     for all or a substantial part of their respective property; or the
issuance
     of a warrant of  attachment,  execution  or  similar  process  against
any
     substantial  part of the property of the  Company,  any  Subsidiary
of the
     Company  or any  Guarantor,  and the  continuance  of any  such
events  in
     Subsection  (2) above for sixty (60) days unless  dismissed,  bonded
off or
     discharged; or

          8.1(g)  The  Company or the  Guarantor  shall  purport to disavow
its
     obligations  hereunder or under the  Guaranty,  as the case may be or
shall
     contest the validity or enforceability hereof or of the Guaranty; or

          8.1(h) The Lenders security  interest on any portion of the
Collateral
     shall become unenforceable or otherwise impaired; provided that,
subject to
     the Lenders  approval,  no Event of Default shall occur as a result of
such
     impairment if all Advances made against any such  Collateral  shall be
paid
     in full within ten (10) days of the date of such impairment; or

          8.1(i)  There  shall  be  an  Event  of  Default  under  the
Existing
     Warehousing Agreement.

     8.2. Remedies.

          8.2(a)  Upon the  occurrence  of any  Event of  Default
described  in
     Sections  8.1(e) or 8.1(f),  this  Agreement  shall be  terminated
and the
     unpaid  principal  amount of and accrued interest on the Note and all
other
     Obligations   shall   automatically   become  due  and   payable,
without
     presentment,  demand or other  requirements  of any kind,  all of
which are
     hereby expressly waived by the Company.

          8.2(b) Upon the  occurrence of any Event of Default,  other than
those
     described in Sections 8.1(e) and 8.1(f),  the Lender may, by written
notice
     to the Company,  terminate this Agreement and/or declare all
Obligations to
     be immediately due and payable,  whereupon the same shall forthwith
become
     due and  payable,  together  with all  accrued  interest  thereon,
and the
     obligation of the Lender to make any Advances shall thereupon
terminate.

          8.2(c) Upon the  occurrence  of any Event of  Default,  the
Lender may
     also do any of the following:

               (1) Foreclose upon or otherwise  enforce its security
interest in
          and Lien on the  Collateral to secure all payments and
performance of
          the  Obligations  in any  manner  permitted  by law  or  provided
for
          hereunder.

               (2)  Notify  all  obligers  in  respect  of  Collateral
that the
          Collateral  has been  assigned  to the  Lender  and that all
payments
          thereon  are to be made  directly to the Lender or such other
party as
          may be designated by the Lender;  settle,  compromise,  or
release, in
          whole or in  part,  any  amounts  owing  on the  Collateral,  any
such
          obligor or any  Investor  or any portion of the  Collateral,  on
terms
          acceptable to the Lender;  enforce payment and prosecute any
action or
          proceeding with respect to any and all Collateral;  and where any
such
          Collateral is in default,  foreclose on and enforce security
interests
          in such  Collateral  by any  available  judicial  procedure or
without
          judicial  process and sell  property  acquired as a result of any
such
          foreclosure.

               (3) Act,  or  contract  with a third party to act, as
servicer or
          subservicer of each item of Collateral requiring servicing and
perform
          all obligations  required in connection  with Servicing
Contracts and
          Purchase  Commitments,  such  third  party's  fees  to be  paid
by the
          Company.

               (4) Require the Company to assemble the  Collateral  and/or
books
          and records  relating thereto and make such available to the
Lender at
          a place to be designated by the Lender.

               (5) Enter onto property where any Collateral or books and
records
          relating  thereto  are  located and take  possession  thereof
with or
          without judicial process.

               (6) Prior to the  disposition of the  Collateral,  prepare
it for
          disposition  in  any  manner  and  to  the  extent  the  Lender
deems
          appropriate.

               (7) Exercise all rights and remedies of a secured  creditor
under
          the Uniform  Commercial  Code of  Minnesota or other  applicable
law,
          including,  but not limited to, selling or otherwise  disposing
of the
          Collateral,  or any part  thereof,  at one or more  public or
private
          sales, whether or not such Collateral is present at the place of
sale,
          for cash or  credit  or  future  delivery,  on such  terms and in
such
          manner as the Lender may  determine,  including,  without
limitation,
          sale  pursuant to any  applicable  Purchase  Commitment.  If
notice is
          required under such  applicable  law, the Lender will give the
Company
          not less than ten (10) days'  notice of any such public sale or
of the
          date after which any private sale may be held. The Company agrees
that
          ten (10) days,  notice  shall be  reasonable  notice.  The Lender
may,
          without notice or  publication,  adjourn any public or private
sale or
          cause the same to be adjourned  from time to time by
announcement  at
          the time and place  fixed  for the sale,  and such sale may be
made at
          any time or place to which  the same may be so  adjourned.  In
case of
          any sale of all or any part of the  Collateral on credit or for
future
          delivery,  the  Collateral so sold may be retained by the Lender
until
          the selling  price is paid by the  purchaser  thereof,  but the
Lender
          shall not incur any liability in case of the failure of such
purchaser
          to take up and pay for the Collateral so sold and, in case of any
such
          failure,  such  Collateral  may again be sold upon  like  notice.
The
          Lender may,  however,  instead of exercising  the power of sale
herein
          conferred  upon it,  proceed by a suit or suits at law or in
equity to
          collect all amounts due upon the Collateral or to foreclose the
pledge
          of and sell the Collateral or any portion  thereof under a
judgment or
          decree of a court or courts of competent jurisdiction, or both.

               (8)  Proceed  against  the  Company  on the Note or  against
the
          Guarantor under the Guaranty or both.

          8.2(d) The Lender  shall incur no liability as a result of the
sale or
     other disposition of the Collateral,  or any part thereof, at any
public or
     private  sale or  disposition.  The  Company  hereby  waives (to the
extent
     permitted  by law) any claims it may have  against  the  Lender
arising by
     reason of the fact that the  price at which  the  Collateral  may have
been
     sold at such  private  sale was less than the price  which  might have
been
     obtained  at a public  sale or was less  than the  aggregate  amount
of the
     outstanding  Advances and the unpaid interest accrued thereon,  even
if the
     Lender  accepts the first offer  received and does not offer the
Collateral
     to more than one offeree. Any sale of Collateral pursuant to the terms
of a
     Purchase  Commitment  shall be deemed  to have been made in a
commercially
     reasonable manner.

          8.2(e)   The   Company    acknowledges   that   Mortgage   Loans
and
     Mortgage-backed  Securities  are  collateral of a type which is
customarily
     sold on a recognized  market.  The Company  waives any right it may
have to
     prior notice of the sale of any Pledged Mortgage or Pledged Security.

          8.2(f) The Company  specifically  waives and  releases  (to the
extent
     permitted  by law) any  equity  or  right  of  redemption,  all
rights  of
     redemption,  stay or appraisal  which the Company has or may have
under any
     rule of law or statute now existing or hereafter adopted,  and any
right to
     require the Lender to (1) proceed  against any Person,  (2) proceed
against
     or exhaust  any of the  Collateral  or pursue its  rights and
remedies  as
     against the  Collateral in any  particular  order,  or (3) pursue any
other
     remedy in its power.  The Lender  shall not be  required  to take any
steps
     necessary  to  preserve  any  rights  of the  Company  against
holders  of
     mortgages  prior  in  lien  to the  Lien of any  Mortgage  included
in the
     Collateral or to preserve rights against prior parties.

          8.2(g) The Lender may, but shall not be obligated to, advance any
sums
     or do any act or  thing  necessary  to  uphold  and  enforce  the
Lien and
     priority  of, or the  security  intended  to be afforded  by, any
Mortgage
     included  in the  Collateral,  including,  without  limitation,
payment of
     delinquent  taxes or  assessments  and  insurance  premiums.  All
advances,
     charges,  costs and  expenses,  including  reasonable  attorneys'
fees and
     disbursements,  incurred  or paid by the  Lender in  exercising  any
right,
     power or remedy conferred by this Agreement,  or in the enforcement
hereof,
     together  with  interest  thereon,  at the Default  Rate,  from the
time of
     payment  until  repaid,  shall  become  a  part  of the  principal
balance
     outstanding hereunder and under the Note.

          8.2(h) No failure on the part of the Lender to exercise,  and no
delay
     in exercising,  any right, power or remedy provided hereunder, at law
or in
     equity shall operate as a waiver  thereof;  nor shall any single or
partial
     exercise by the Lender of any right, power or remedy provided
hereunder, at
     law or in equity  preclude  any other or  further  exercise  thereof
or the
     exercise of any other right,  power or remedy.  Without  intending to
limit
     the foregoing,  all defenses based on the statute of limitations are
hereby
     waived by the Company to the extent  permitted by law. The remedies
herein
     provided are cumulative  and are not exclusive of any remedies
provided at
     law or in equity.

     8.3.  Application  of Proceeds.  The proceeds of any sale,
disposition  or
other  enforcement of the Lender's  security  interest in all or any part
of the
Collateral shall be applied by the Lender:

     First, to the payment of the costs and expenses of such sale or
enforcement
of this Agreement,  including reasonable compensation to the Lender's
agents and
counsel,  and all expenses,  liabilities  and advances made or incurred by
or on
behalf of the Lender in connection therewith;

     Second, to the payment of interest accrued and unpaid on the Note;

     Third,  to the payment of any other  Obligations  due (other than
principal
and interest) under thin Agreement and the Loan Documents;

     Fourth,  to the payment of the outstanding  principal  balance of the
Note;
and

     Fifth,  to the payment of the amounts  due under the  Existing
Warehousing
Note and the Existing Warehousing Agreement, in the order set forth
therein; and

     Finally, to the payment to the Company, or to its successors or
assigns, or
as a court of competent  jurisdiction may direct,  of any surplus then
remaining
from such proceeds.

     If the  proceeds of any such sale,  disposition  or other  enforcement
are
insufficient to cover the costs and expenses of such sale, as aforesaid,
and the
payment in full of all  Obligations,  the Company  shall  remain  liable
for any
deficiency.

     8.4. Lender Appointed Attorney-in-Fact.  The Lender is hereby
appointed the
attorney-in-fact  of the  Company,  with  full  power of  substitution,
for the
purpose  of  carrying  out the  provisions  hereof  and  taking  any
action and
executing any  instruments  which the Lender may deem  necessary or
advisable to
accomplish  the  purposes  hereof,  which  appointment  a"  attorney-in-
fact  is
irrevocable and coupled with an interest. Without limiting the generality
of the
foregoing,  the  Lender  shall  have the right and power to give  notices
of its
security  interest in the  Collateral  to any Person,  either in the name
of the
Company  or in its own  name,  to  endorse  all  Pledged  Mortgages  or
Pledged
Securities payable to the order of the Company, to change or cause to be
changed
the  book-entry  registration  or name of  subscriber or Investor on any
Pledged
Security,  or to receive,  endorse  and  collect all checks made  payable
to the
order of the Company  representing any payment on account of the principal
of or
interest on, or the proceeds of sale of, any of the Pledged Mortgages or
Pledged
Securities and to give full discharge for the same.

     8.5.  Right of Set-Off.  If the Company shall default in the payment
of the
Note, any interest accrued  thereon,  or any other sums which may become
payable
hereunder  when due, or in the  performance  of any of its other
obligations or
liabilities under this Agreement,  the Lender, shall have the right, at any
time
and from time to time,  without  notice,  to set-off and to appropriate or
apply
any and all  property or  indebtedness  of any kind at any time held or
owing by
the Lender to or for the credit or the  account of the  Company  against
and on
account of the  Obligations  of the Company  under the Note and this
Agreement,
irrespective  of whether or not the Lender shall have made any demand
hereunder
and whether or not said Obligations shall have matured.

9.   NOTICES.

     All notices, demands, consents,  requests and other communications
required
or  permitted  to be given or made  hereunder  (collectively,  "Notices)
shall,
except as otherwise  expressly  provided  hereunder,  be in writing and
shall be
delivered  in person or  telecopied  or  mailed,  first  class or
delivered  by
overnight courier, return receipt requested,  postage prepaid,  addressed
to the
respective  parties hereto at their respective  addresses  hereinafter set
forth
or, as to any such party,  at such other address as may be designated by it
in a
Notice to the  other.  All  Notices  shall be  conclusively  deemed to have
been
properly  given or made  when duly  delivered,  in  person,  by  telecopy
or by
overnight courier,  or if mailed on the third Business Day after being
deposited
in the mails, addressed as follows:

         if to the Company:                 Monument Mortgage, Inc.
                                            3021 Citrus Circle
                                            Suite 150
                                            Walnut Creek, California 94598
                                            Attention: Paul Garrigues,
SVP/CFO
                                            Telecopier No.:

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

         with a copy to:                    Residential Funding Corporation
                                            8400 Normandale Lake Boulevard
                                            Suite 600
                                            Minneapolis, Minnesota 55437
                                            Attention: Sandra L.  Cakes,
Esq.
                                            Telecopier No.: (612) 832-7190

10.  REIMBURSEMENT OF EXPENSES; INDEMNITY.

     The Company  shall:  (a) pay all  out-of-pocket  costs and  expenses
of the
Lender, including,  without limitation,  reasonable attorneys, fees, court
costs
and all other litigation expenses, including, but not limited to, expert
witness
fees, document copying expenses, exhibit preparation,  courier expenses,
postage
expenses  and  communication  expenses,  in  connection  with  the
preparation,
negotiation,  documentation,  amendment,  enforcement and administration of
this
Agreement,  the Note,  and other Loan  Documents and the making and
repayment of
the Advances and the payment of interest thereon;  (b) indemnify,  pay, and
hold
harmless  the Lender and any  holder of the Note from and  against,  any
and all
present and future  stamp,  documentary  and other similar taxes with
respect to
the foregoing  matters and save the Lender and the holder or holders of the
Note
harmless from and against any and all  liabilities  with respect to or
resulting
from any  delay or  omission  to pay such  taxes;  (c)  indemnify,  pay and
hold
harmless the Lender and any of its officers, directors,  employees or
agents and
any subsequent holder of the Note (collectively  called the "Indemnities")
from
and against any and all liabilities,  obligations,  losses, damages,
penalties,
judgments,  suits,  costs,  expenses  and  disbursements  of any kind or
nature
whatsoever (including without limitation,  the reasonable fees and
disbursements
of counsel of the Indemnitees (including allocated costs of internal
counsel) in
connection  with  any  investigative,  administrative  or  judicial
proceeding,
whether or not such  Indemnitees  shall be designated a party thereto)
which may
be imposed upon,  incurred by or asserted against such Indemnitees in any
manner
relating  to or  arising  out of this  Agreement,  the Note,  or any other
Loan
Document  or  any  of the  transactions  contemplated  hereby  or  thereby
(the
"Indemnified  Liabilities");  provided,  however, that the Company shall
have no
obligation  hereunder with respect to Indemnified  Liabilities  arising
from the
gross negligence or willful  misconduct of any such  Indemnitees.  To the
extent
that the  undertaking  to  indemnify,  pay and hold harmless as set forth
in the
preceding  sentence may be  unenforceable  because it is violative of any
law or
public  policy,  the Company shall  contribute  the maximum  portion which
it is
permitted  to  pay  and  satisfy  under  applicable  law,  to  the  payment
and
satisfaction of all Indemnified  Liabilities  incurred by the Indemnitees
or any
of them.  The agreement of the Company  contained in this  Subsection  (c)
shall
survive the  expiration or termination of this Agreement and the payment in
full
of the Note.  Attorneys'  fees and  disbursements  incurred in enforcing,
or on
appeal from, a judgment pursuant hereto shall be recoverable separately
from and
in addition to any other amount  included in such  judgment,  and this
clause is
intended to be severable  from the other  provisions  of this  Agreement
and to
survive and not be merged into such judgment.

11.  FINANCIAL INFORMATION.

     All  financial  statements  and reports  furnished to the Lender
hereunder
shall be prepared in accordance  with GAAP,  applied on a basis  consistent
with
that applied in preparing the financial  statements as at the end of and
for the
last fiscal year ended  (except to the extent  otherwise  required to
conform to
good accounting practice).

12.  MISCELLANEOUS.

     12.1. Terms Binding Upon Successors: Survival of Representations. The
terms
and provisions of this Agreement  shall be binding upon and inure to the
benefit
of  the  parties  hereto  and  their  respective  successors  and  assigns.
All
representations,  warranties,  covenants and agreements  herein contained
on the
part of the Company shall survive the making of any Advance and the
execution of
the Note,  and shall be effective so long as there remain any  Obligations
to be
paid or performed.

     12.2.  Assignment.  This Agreement may not be assigned by the Company.
This
Agreement and the Note, along with the Lenders  security  interest in any
or all
of the Collateral,  may, at any time, be transferred or assigned, in whole
or in
part, by the Lender,  and any assignee  thereof may enforce this Agreement,
the
Note and such security interest.

     12.3.  Amendments.  Except as otherwise  provided in this  Agreement,
this
Agreement may not be amended,  modified or  supplemented  unless such
amendment,
modification  or  supplement  is set  forth in a writing  signed by the
parties
hereto.

     12.4.  Governing Law. This Agreement and the other Loan Documents
shall be
governed  by the  laws of the  State  of  Minnesota,  without  reference
to its
principles of conflicts of laws .

     12.5.  Participations.  The Lender  may at any time  sell,  assign or
grant
participations  in, or otherwise transfer to any other Person (a n
Participant n
), all or part of the Obligations.  Without limitation of the exclusive
right of
the Lender to collect and enforce such Obligations, the Company agrees that
each
disposition will give rise to a  debtor-creditor  relationship of the
Company to
the  Participant,  and  the  Company  authorizes  each  Participant,   upon
the
occurrence  of an Event of  Default,  to  proceed  directly  by right of
setoff,
banker's  lien, or otherwise,  against any assets of the Company which may
be in
the hands of such Participant.  The Company authorizes the Lender to
disclose to
any  prospective  Participant and any Participant any and all information
in the
Lender's possession concerning the Company, this Agreement and the
Collateral.

     12.6.  Relationship of the Parties.  This Agreement provides for the
making
of Advances by the Lender, in its capacity as a lender,  to the Company,
in its
capacity as a borrower, and for the payment of interest,  repayment of
principal
by the Company to the Lender, and for the payment of certain fees by the
Company
to the Lender. The relationship between the Lender and the Company is
limited to
that of creditor/secured  party, on the one hand, and debtor, on the other
hand.
The provisions  herein for compliance  with financial  covenants and
delivery of
financial  statements  are  intended  solely  for the  benefit  of the
Lender to
protect its  interests as lender in assuring  payments of interest and
repayment
of  principal  and  payment of  certain  fees,  and  nothing  contained  in
this
Agreement  shall be construed as permitting or obligating the Lender to act
as a
financial or business  advisor or  consultant  to the Company,  as
permitting or
obligating  the  Lender to control  the  Company  or to  conduct  the
Company's
operations,  as creating any  fiduciary  obligation on the part of the
Lender to
the Company,  or as creating any joint venture,  agency,  or other
relationship
between the parties hereto other than as explicitly and  specifically
stated in
this  Agreement.  The Company  acknowledges  that it has had the
opportunity to
obtain the advice of experienced  counsel of its own choosing in connection
with
the negotiation and execution of this Agreement and to obtain the advice of
such
counsel  with  respect  to all  matters  contained  herein,  including,
without
limitation,  the  provision  for waiver of trial by jury.  The  Company
further
acknowledges that it is experienced with respect to financial and credit
matters
and has made its own independent decisions to apply to the Lender for
credit and
to execute and deliver this Agreement.

     12.7. Severability. If any provision of this Agreement shall be
declared to
be  illegal or  unenforceable  in any  respect,  such  illegal or
unenforceable
provision  shall be and  become  absolutely  null  and void and of no force
and
effect as though such provision were not in fact get forth herein, but all
other
covenants,  term",  conditions and provisions hereof shall nevertheless
continue
to be valid and enforceable.

     12.8.  Operational  Reviews.  From time to time upon  request,  the
Company
shall  permit  access  to  its  premises  and  records  by  the  Lender  or
its
representative,  for the purpose of conducting a review of the Company's
general
mortgage business  methods,  policies,  and procedures,  auditing loan
files and
reviewing financial and operational aspects of the Company's business.

     12.9.  Consent to Credit  References.  The Company  hereby  consents
to the
disclosure of information  regarding the Company and its relationships
with the
Lender to  Persons  making  credit  inquiries  to the  Lender.  This
consent is
revocable  by the  Company at any time upon  Notice to the Lender as
provided in
Section 9 hereof.

     12.10.  Consent to Jurisdiction.  The Company hereby agrees that any
action
or  proceeding  under the Loan  Documents,  the Note or any  document
delivered
pursuant  hereto  may  be  commenced  against  it  in  any  court  of
competent
jurisdiction  within the State of  Minnesota,  by  service  of process
upon the
Company by first class registered or certified mail,  return receipt
requested,
addressed  to the Company at its address  last known to the Lender.  The
Company
agrees that any such suit,  action or  proceeding  arising out of or
relating to
this  Agreement  or any other such  document may be  instituted  in the
Hennepin
County,  State  District  Court or in the United States  District  Court
for the
District of Minnesota at the option of the Lender; and the Company hereby
waives
any objection to the venue, or any claim as to  inconvenient  forum, of any
such
suit, action or proceeding.  Nothing herein shall affect the right of the
Lender
to  accomplish  service of process in any other  manner  permitted  by law
or to
commence legal proceedings or otherwise proceed against the Company in any
other
jurisdiction or court.

     12.11.  Counterparts.  This  Agreement  may be  executed  in any
number of
counterparts,  each  of  which  shall  be  deemed  an  original,  but  all
such
counterparts shall together constitute but one and the same instrument.

     12.12.  Entire  Agreement.  This  Agreement,  the Note and the  other
Loan
Documents  represent the final  agreement  among the parties  hereto and
thereto
with  respect  to  the  subject  matter  hereof  and  thereof,  and  may
not be
contradicted by evidence of prior or contemporaneous  oral agreements among
such
parties.  There are no oral  agreements  among the parties  with  respect
to the
subject matter hereof and thereof.

     12.13.  WAIVER OF JURY  TRIAL.  AS TO THIS  AGREEMENT  THE  COMPANY
AND THE
LENDER EACH HEREBY (a)  COVENANTS AND AGREES NOT TO ELECT A TRIAL BY JURY
OF ANY
ISSUE  TRIABLE  OF RIGHT BY A JURY,  AND (b)  WAIVES  ANY RIGHT TO TRIAL BY
JURY
FULLY TO THE  EXTENT  THAT ANY SUCH RIGHT  SHALL NOW OR  HEREAFTER  EXIST.
THIS
WAIVER OF RIGHT TO TRIAL BY JURY IS SEPARATELY GIVEN, KNOWINGLY AND
VOLUNTARILY,
BY THE  COMPANY  AND THE  LENDER,  AND THIS  WAIVER  IS  INTENDED  TO
ENCOMPASS
INDIVIDUALLY  EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT OF A JURY
TRIAL
WOULD OTHERWISE ACCRUE. THE LENDER AND THE COMPANY IS EACH HEREBY
AUTHORIZED AND
REQUESTED TO SUBMIT THIS  AGREEMENT TO ANY COURT  HAVING  JURISDICTION
OVER THE
SUBJECT MATTER AND THE PARTIES HERETO, SO AS TO SERVE AS CONCLUSIVE
EVIDENCE OF
THE FOREGOING  WAIVER OF THE RIGHT TO JURY TRIAL.  FURTHER,  THE COMPANY
AND THE
LENDER  EACH  HEREBY  CERTIFIES  THAT NO  REPRESENTATIVE  OR AGENT OF
EITHER THE
COMPANY OR THE LENDER HAS  REPRESENTED,  EXPRESSLY OR  OTHERWISE,  TO ANY
OF THE
UNDERSIGNED  THAT EITHER THE COMPANY OR THE LENDER WILL NOT SEER TO ENFORCE
THIS
WAIVER OF RIGHT TO JURY TRIAL PROVISION.

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement
to be
duly executed as of the date first above written.


                                       MONUMENT MORTGAGE, INC.,
                                       a California corporation


                                       By:
                                         ----------------------------------
                                         Paul R. Garrigues
                                         Its: Senior VP/Chief Financial
Officer


                                       RESIDENTIAL FUNDING CORPORATION,
                                       a Delaware corporation


                                       By:
                                        -----------------------------------
-
                                       Its: Vice President


STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )

     On November 29, 1995, before me, a Notary Public  personally  appeared
Paul
R.  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 November 30, 1995,  before me, a Notary  Public  personally
appeared D.
Graham  Shipman,  the Vice  President  of  RESIDENTIAL  FUNDING
CORPORATION,  a
Delaware  corporation,  personally  known to me (or proved to me on the
basis of
satisfactory  evidence) to be the person whose name is  subscribed to the
within
instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.

     WITNESS my hand and official seal.



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

(SEAL)



<PAGE>

                                                                  EXHIBIT A


                                 PROMISSORY NOTE


Date: March 23 , 1995
$10,000,000


     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 Boulevard,  Suite 600,  Minneapolis,
Minnesota
55437, or at such other place as the Holder may designate from time to
time, the
principal sum of Ten Million Dollars  ($10,000,000) or so much thereof as
may be
outstanding from time to time pursuant to the Gestation  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  gestation  warehouse
facility in
the  above  amount  and  is the  Note  referred  to in  that  certain
Gestation
Warehousing   Credit  and  Security  Agreement  (Shipped  Mortgage  Loans)
(the
"Agreements)  dated the date hereof  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,  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
B-1

                                    GUARANTY

     THIS  GUARANTY,  made and entered into as of 23 day of March 1995, by
JAMES
W.  NOACK  (the  Guarantor),  to  RESIDENTIAL  FUNDING  CORPORATION,  a
Delaware
corporation (the blenders),  having its principal office at 8400 Normandale
Lake
Boulevard, Suite 600, Minneapolis, Minnesota 55437.

                                    RECITALS

          A. MONUMENT MORTGAGE,  INC., a California corporation (the
"Company"),
     and the Lender have agreed  that the Lender  may, in its  discretion,
from
     time to time  make  loans  to the  Company  (each  a  "Loan")  in up
to the
     aggregate principal amount of Ten Million Dollars  ($10,000,000) to
finance
     the making and purchasing of Mortgage Loans.

          B. The Loans will be evidenced by a Promissory Note dated of even
date
     herewith  from the  Company  to the  Lender,  as the  same may be
amended,
     supplemented or otherwise  modified from time to time,  including any
other
     instruments executed and delivered in renewal, extension,
rearrangement or
     otherwise  in  replacement  of such  Promissory  Note (the "Note") and
by a
     Gestation  Warehousing Credit and Security Agreement of even date
herewith,
     as the same may be amended, supplemented or otherwise modified from
time to
     time,  including any other  instruments  executed and delivered in
renewal,
     extension, rearrangement or otherwise in replacement of such agreement
(the
     "Agreements).

          C. The Guarantor is a shareholder and the President of the
Company and
     will derive benefit from the Loans.

          D. In order to induce the Lender to make Loans under the
Agreement, to
     accept the Note and the  Agreement,  and as  additional  security for
Loans
     under the Agreement, the Guarantor has agreed to give this Guaranty.

          E. The Lender has  refused to make Loans  under the  Agreement
unless
     this Guaranty is executed by the Guarantor and delivered to Lender.

     NOW,  THEREFORE,  in  consideration  of the  recitals  and  other
good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is
hereby
acknowledged,  the  Guarantor  hereby  covenants  and agrees  with the
Lender as
follows:

     1. Unless otherwise defined herein, all capitalized terms used herein
shall
have the meanings ascribed to such terms under the Agreement.

     2. The Note and the  Agreement  are hereby made a part of this
Guaranty by
reference  thereto  with the same force and effect as if fully set forth
herein
and all  representations  and warranties made by the Company therein are,
to the
best of Guarantor's knowledge, true and correct.

     3.  The  Guarantor  hereby  irrevocably,   unconditionally  and
absolutely
guarantees   to  Lender   the  due  and  prompt   payment,   and  not  just
the
collectibility, of the principal of, and interest and late charges and all
other
indebtedness, if any, on the Note when due, whether at maturity, by
acceleration
or  otherwise  all at the times and  places and at the rates  described
in, and
otherwise  according  to the terms of the Note and the  Agreement,  whether
now
existing or hereafter created or arising.

     4. The Guarantor further hereby irrevocably, unconditionally and
absolutely
guarantees  to Lender  the due and  prompt  performance  by the  Company
of all
duties,  agreements and obligations of the Company contained in the Note
and the
Agreement,  and the due and  prompt  payment  of all costs  incurred,
including
attorneys'  fees, in enforcing the payment and  performance  of the Note
and the
Agreement and this Guaranty (the payment and  performance of the items set
forth
in  Paragraphs  2 and 3 of this  Guaranty  are  collectively  referred to
as the
"Guaranteed Debt").

     5. For the purposes of this  Guaranty and  notwithstanding  anything
to the
contrary  contained  herein  or in any of the  Loan  Documents,  the
Guarantors
liability for payment of the Guaranteed  Debt shall be limited to the sum
of (a)
Five  Million  Dollars  ($5,000,000),  (b) interest on such amount from the
date
demanded  until  the date  paid at the  highest  rate  applicable  to any
of the
Guaranteed  Obligations  under the  Agreement,  and (c) all  costs and
expenses
incurred by the Lender (including  reasonable attorneys' fees) in enforcing
this
Guaranty,  which amount may be comprised of any portion of the Guaranteed
Debt,
to be determined at the sole discretion of the Lender.

     6. In the event the  Company  shall at any time fail to pay the
Lender any
principal of or interest on or other sums  constituting any Guaranteed Debt
when
due,  whether by acceleration or otherwise,  the Guarantor  promises to pay
such
amount to the Lender forthwith, together with all collection costs and
expenses,
including reasonable attorneys' fees.

     7. Upon  occurrence of any Event of Default,  all Guaranteed  Debt
shall at
the option of the Lender  immediately  become due and  payable,  and in any
such
event the Guarantor  authorizes the Lender,  without notice or demand,  to
apply
any property, balances, credits, accounts or moneys of the Guarantor then
in the
possession of Lender, or standing to the credit of the Guarantor, to the
payment
of such Guaranteed Debt.

     8. The Guarantor does hereby (a) agree to any modifications of any
terms or
conditions of any  Guaranteed  Debt and/or to any extensions or renewals of
time
of payment or performance by the Company; that it shall not be necessary
for the
Lender  to  resort to legal  remedies  against  the  Company  before
proceeding
hereunder,  nor to take any  action  against  any  other  person  obligated
(an
"Obligor")  for payment or  performance  of the  Guaranteed  Debt or
against any
Collateral for the Guaranteed Debt before proceeding against the Guarantor;
and
that no release of any other  guarantor,  whether by  operation of law or
by any
act of the Lender,  with or without notice to the  Guarantor,  shall
release the
Guarantor;  (b) waive notice of demand, dishonor,  notice of dishonor,
protest,
and notice of protest and waive to the extent  permitted  by law, all
benefit of
valuation, appraisement, and exemptions under the laws of the State of
Minnesota
or any other state or  territory  of the United  States;  and (c) agree,
if the
Guaranteed  Debt in not paid in accordance  with the terms  thereof,  to
pay, in
addition to all principal  and interest  due, all costs of collection
including
reasonable attorneys' fees.

     9. The obligations of the Guarantor  hereunder  shall be primary,
absolute
and unconditional,  and shall remain in full force and effect without
regard to,
and shall  not be  impaired  or  affected  by:  (a) the  genuineness,
validity,
regularity, enforceability, amendment or change in the Agreement or the
Note, or
any change in or extension  of the manner,  place or terms of payment of,
all or
any portion of the Guaranteed Debt; (b) the taking or failure to take any
action
to enforce the Agreement or the Note, or the exercise or failure to
exercise any
remedy,  power or privilege  contained therein or available at law or
otherwise,
or the waiver by the Lender of any  provisions of the Agreement or the
Note; (c)
any impairment,  modification,  change,  release or 1 imitation in any
manner of
the liability of the Company or its estate in  bankruptcy,  or of any
remedy for
the enforcement of the Company's liability,  resulting from the operation
of any
present  or future  provision  of the  bankruptcy  laws or any other
statute or
regulation, or the dissolution, bankruptcy, insolvency, or reorganization
of the
Company; (d) the merger or consolidation of the Company, or any sale or
transfer
by the  Company  of all or part of its  assets  or  property;  te) any
claim the
Guarantor  may  have  against  any  other   Obligor,   including  any
claim  of
contribution;  (f) the  release,  in whole or in part,  of the  Guarantor
or any
other  guarantor (if more than one), the Company or any other  Obligor;
(g) any
other action or  circumstance  which (with or without  notice to or
knowledge of
the Guarantor) may or might in any manner or to any extent vary the risks
of the
Guarantor  hereunder or otherwise  constitute a legal or equitable
discharge or
defense,  it being  understood and agreed by the Guarantor that the
obligations
under this  Guaranty  shall not be  discharged  except by the full  payment
and
performance of the Guaranteed Debt.

     10.  The  Lender  shall  have the  right to  determine  how,  when and
what
application of payments and credits, if any, whether derived from the
Company or
from any  other  source,  shall  be made on the  Guaranteed  Debt and any
other
indebtedness owed by the Company and/or any other Obligor to the Lender.

     11.  The  obligations  of the  Guarantor  hereunder  shall  continue
to be
effective,  or be automatically  reinstated,  as the cane may be, if at any
time
the performance or the payment,  as the case may be, in whole or in part,
of any
of the Guaranteed Debt is rescinded or must otherwise be restored or
returned by
the  Lender (as a  preference,  fraudulent  conveyance  or  otherwise)
upon the
insolvency,  bankruptcy,  dissolution,  liquidation  or  reorganization  of
the
Company,  the  Guarantor  or any  other  person  or upon or as a  result
of the
appointment  of a  custodian,  receiver,  trustee or other  officer with
similar
powers with respect to the Company,  the Guarantor or any other  person,
or any
substantial part of its property, or otherwise,  all as though such
payments had
not been made.  If an Event of Default  shall at any time have  occurred
and be
continuing or shall exist and  declaration of default or  acceleration
under or
with  respect  to this  Guaranty  or any  Guaranteed  Debt shall at such
time be
prevented by reason of the pendency  against the Guarantor or the Company
or any
other person of a case or proceeding  under a bankruptcy or insolvency
law, the
Guarantor  agrees  that,  for  purposes  of this  Guaranty  and its
obligations
hereunder,  this  Guaranty  and such  obligations  shall be  deemed to have
been
declared in default or accelerated  with the same effect as if this
Guaranty and
such obligations had been declared in default and accelerated in accordance
with
their respective terms and the Guarantor shall forthwith  perform or pay,
as the
case may be, as  required  hereunder  in  accordance  with the  terms
hereunder
without further notice or demand.

     12. The Guarantor hereby  irrevocably waives any claim or other rights
that
he may now or  hereafter  acquire  against  the  Company  that  arises
from the
existence,  payment,  performance or enforcement of the Guarantor's
obligation"
hereunder,  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
until
the  Guaranteed  Debt shall have been paid and  performed in full. If any
amount
shall be paid to the  Guarantor  in violation of the  preceding  sentence,
such
amount  shall be deemed to have been paid to the  Guarantor  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.
The Guarantor hereby specifically acknowledges that any subrogation rights
which
he may have  against  the Company or any  collateral  that the Lender now
has or
hereafter  acquires  may  be  destroyed  by a  nonjudicial  foreclosure  of
the
collateral.  This may give the  Guarantor  a defense  to a  deficiency
judgment
against the Guarantor. The Guarantor hereby irrevocably waives such
defense. The
Guarantor  acknowledges  that he will receive direct and indirect  benefits
from
the arrangements contemplated by the Agreement and the Note and that the
waivers
set forth in this Section are knowingly made in contemplation of such
benefits.

     13. The  Guarantor  waives any and all  benefits  available to
sureties and
creditors  which might  otherwise be available to the  Guarantor  under
Section
2809,  2810,  2819, 2839, 2845, 2849, 2850, 2899 and 3433 of the California
Code
of Civil  Procedure,  as amended or remodified from time to time.
Additionally,
the  Guarantor  waives  the right to  require  the  Lender  to  comply
with the
provisions of Section 9504 of the California Commercial Code.

     14. No  postponement  or delay on the part of the Lender in the
enforcement
of any right hereunder shall constitute a waiver of such right and all
rights of
the Lender  hereunder  shall be cumulative and not  alternative  and shall
be in
addition to any other rights granted to the Lender in any other  agreement
or by
law.

     15. If any provision  hereof shall be or shall be declared to be
illegal or
unenforceable in any respect,  such illegal or unenforceable  provision
shall be
and become  absolutely  null and void and of no force and effect as though
such
provision  were not in fact set forth herein,  but all other  covenants,
terms,
conditions and  provisions  hereof shall  nevertheless  continue to be
valid and
enforceable and this Guaranty shall be so construed.

     16. This  Guaranty  shall be  governed  in all  respects by the laws
of the
State of Minnesota,  other than its principles of conflicts of law, and
shall be
binding  upon and shall  inure to the  benefit of the  parties  hereto and
their
respective   heirs,   executors,   administrators,   personal
representatives,
successors and assigns.

     17. The  Guarantor  does hereby agree that any action or  proceeding
under
this  Guaranty may be commenced  against the Guarantor in any court of
competent
jurisdiction  within the State of  Minnesota,  by  service  of process
upon the
Guarantor by first class registered or certified mail, return receipt
requested,
addressed to the Guarantor at the  Guarantors  address last known to the
Lender.
The Guarantor agrees that any such suit, action or proceeding  arising out
of or
relating to this Guaranty may be  instituted  in the District  Court of
Hennepin
County,  Minnesota or in the United  States  District  Court for the
District of
Minnesota,  at the option of the Lender;  and the  Guarantor  hereby
waives any
objection to the venue of any such suit,  action or  proceeding.  Nothing
herein
shall  affect  the right of the Lender to  accomplish  service of process
in any
other manner  permitted  by law or to commence  legal  proceedings  or
otherwise
proceed against the Guarantor in any other jurisdiction or court.

     18. The Guarantor hereby represents and warrants to the Lender as
follows:

               (a) Financial Statements. Any financial statements and data
which
          have heretofore been given to the Lender with respect to the
Guarantor
          fairly  and  accurately  represent  the  financial  condition  of
the
          Guarantor as of the date hereof,  and,  since the date thereof,
there
          has been no material adverse change in the financial  condition
of the
          Guarantor.  The Guarantor shall promptly deliver to the Lender,
or the
          Company in time for the Company to deliver the same to the
Lender, all
          financial statements of the Guarantor required by the Agreement.

               (b) Address.  The address of the Guarantor as specified
below is
          true and correct and until the Lender shall have  actually
received a
          written  notice  specifying  a  change  of  address  and
specifically
          requesting that notices be issued to such changed address,  the
Lender
          may rely on the address stated as being accurate.

               (c) No Default.  The  Guarantor is not in default with
respect to
          any order,  writ,  injunction,  decree or demand of any court or
other
          governmental  authority,  in the  payment  of any  material  debt
for
          borrowed money or under any material agreement  evidencing or
securing
          any such debt.

               (d) Solvent.  The Guarantor is now solvent,  and no
bankruptcy or
          insolvency  proceedings  are pending or to the best of the
Guarantors
          knowledge contemplated by or against the Guarantor.

               (e) Relationship to the Company.  The value of the
consideration
          received and to be received by the  Guarantor is  reasonably
worth at
          least  as  much  as the  liability  and  obligation  of the
Guarantor
          incurred or arising  under this  Guaranty.  The Guarantor has had
full
          and complete  access to the  Agreement and the Note and all other
loan
          documents  relating to the  Obligations  and the Guaranteed
Debt, has
          reviewed  them and is fully  aware of the  meaning and effect of
their
          contents.  The Guarantor is fully informed of all circumstances
which
          bear upon the risks of  executing  this  Guaranty and which a
diligent
          inquiry would reveal.  The Guarantor has adequate means to obtain
from
          the Company on a continuing basis information concerning the
Company's
          financial  condition,  and is not  depending  on the Lender to
provide
          such information,  now or in the future. The Guarantor agrees
that the
          Lender shall not have any obligation to advise or notify the
Guarantor
          or to  provide  the  Guarantor  with  any  data  or  information.
The
          execution and delivery of this  Guaranty is not a condition
precedent
          (and the Lender has not in any way implied that the  execution of
this
          Guaranty is a condition  precedent) to the Lender's making,
extending
          or  modifying  any loan to the  Guarantor  or to any  other
financial
          accommodation to or for the Guarantor.

               (f) Litigation. There is not now pending against or
affecting the
          Guarantor,  nor to the knowledge of the Guarantor is there
threatened,
          any action, suit or proceeding at law or in equity or by or
before any
          administrative agency that, if adversely determined,  would
materially
          impair or affect the financial condition of the Guarantor.

               (g)  Taxes.   The  Guarantor   has  filed  all  federal,
state,
          provincial, county, municipal and other income tax returns
required to
          have been  filed by the  Guarantor  and has paid all  taxes  that
have
          become due  pursuant to such  returns or  pursuant to any
assessments
          received  by the  Guarantor,  and the  Guarantor  does not know
of any
          basis for any material additional  assessment against it in
respect of
          such taxes.

     19. The promises and agreements  herein and in any other  guaranties
of the
Agreement  and the Note shall be construed  to be and are hereby  declared
to be
joint and several in each and every  particular  and shall be fully binding
upon
and enforceable  against any or all of such parties or persons
guaranteeing the
Agreement and the Note herein or in a separate  guaranty,  and neither the
death
nor the release of any person or party to this Guaranty or any other
guaranties
of the  Agreement  and the Note shall  affect or release  the joint and
several
liability of any other person or party to this Guaranty or any other
guaranties
of the  Agreement  and the Note.  20. THE  GUARANTOR  AND THE LENDER
HEREBY (i)
COVENANT AND AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF
RIGHT BY
A JURY,  AND (ii) WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT
THAT ANY
SUCH RIGHT SHALL NOW OR HEREAFTER  EXIST.  THIS WAIVER OF RIGHT TO TRIAL BY
JURY
IS SEPARATELY GIVEN,  KNOWINGLY AND VOLUNTARILY,  BY THE GUARANTOR AND,
PURSUANT
TO THE  AGREEMENT,  BY THE LENDER,  AND THIS  WAIVER IS  INTENDED  TO
ENCOMPASS
INDIVIDUALLY  EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT OF A JURY
TRIAL
WOULD OTHERWISE ACCRUE.  THE LENDER IS HEREBY AUTHORIZED AND REQUESTED TO
SUBMIT
THIS WAIVER TO ANY COURT  HAVING  JURISDICTION  OVER THE SUBJECT  MATTER
AND THE
PARTIES HERETO, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF THE FOREGOING
WAIVER OF
THE  RIGHT TO JURY  TRIAL.  FURTHER,  THE  GUARANTOR  HEREBY  CERTIFIES
THAT NO
REPRESENTATIVE  OR  AGENT OF THE  LENDER  INCLUDING  THE  LENDER'S  COUNSEL
HAS
REPRESENTED,  EXPRESSLY OR OTHERWISE,  TO ANY OF THE UNDERSIGNED THAT THE
LENDER
WILL NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

     IN WITNESS  WHEREOF,  the  Guarantor  has executed  this  Guaranty
with the
intent to be legally bound as of the date first above written.



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

                                   Address:
                                           -------------------------------
                                   ---------------------------------------
                                   Telephone No.
                                             -----------------------------


STATE OF                            )
                                    ) ss
COUNTY OF                           )

     On , 1995, 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)


<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
set forth opposite their names are their true and genuine signatures:

Name                                Title                         Signature

SEE EXHIBIT "E" ON FILE WITH MONUMENT:3/17/95.

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<PAGE>



EXHIBIT B-2

                                    GUARANTY

     THIS  GUARANTY,  made and entered into as of 23 day of March 1995, by
JAMES
A. UMPHRYES (the "Guarantor"),  to RESIDENTIAL FUNDING  CORPORATION,  a
Delaware
corporation (the "Lender"),  having its principal office at 8400 Normandale
Lake
Boulevard, Suite 600, Minneapolis, Minnesota 55437.

                                    RECITALS

     A.   MONUMENT MORTGAGE, INC., a California corporation (the
"Company"), and
          the Lender have agreed  that the Lender may, in its  discretion,
from
          time to time make loans to the  Company  (each a Loan n ) in up
to the
          aggregate  principal  amount of Ten Million Dollars
($10,000,000)  to
          finance the making and purchasing of Mortgage Loans.

     B.   The Loans will be evidenced  by a  Promissory  Note dated of even
date
          herewith  from the Company to the Lender,  as the same may be
amended,
          supplemented  or otherwise  modified from time to time,
including any
          other  instruments  executed  and  delivered  in  renewal,
extension,
          rearrangement or otherwise in replacement of such Promissory Note
(the
          "Note") and by a Gestation  Warehousing  Credit and Security
Agreement
          of even date  herewith,  as the same may be amended,
supplemented  or
          otherwise modified from time to time,  including any other
instruments
          executed  and  delivered  in  renewal,  extension,
rearrangement  or
          otherwise in replacement of such agreement (the "Agreement").

     C.   The Guarantor is a shareholder and the Executive Vice President
of the
          Company and will derive benefit from the Loans.

     D.   In order to induce the Lender to make Loans  under the
Agreement,  to
          accept the Note and the  Agreement,  and as  additional  security
for
          Loans  under the  Agreement,  the  Guarantor  has  agreed to give
this
          Guaranty.

     E.   The Lender has refused to make Loans under the  Agreement  unless
this
          Guaranty is executed by the Guarantor and delivered to Lender.

     NOW,  THEREFORE,  in  consideration  of the  recitals  and  other
good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is
hereby
acknowledged,  the  Guarantor  hereby  covenants  and agrees  with the
Lender as
follows:

     1. Unless otherwise defined herein, all capitalized terms used herein
shall
have the meanings ascribed to such terms under the Agreement.

     2. The Note and the  Agreement  are hereby made a part of this
Guaranty by
reference  thereto  with the same force and effect as if fully set forth
herein
and all  representations  and warranties made by the Company therein are,
to the
best of Guarantor's knowledge, true and correct.

     3.  The  Guarantor  hereby  irrevocably,   unconditionally  and
absolutely
guarantees   to  Lender   the  due  and  prompt   payment,   and  not  just
the
collectibility, of the principal of, and interest and late charges and all
other
indebtedness, if any, on the Note when due, whether at maturity, by
acceleration
or  otherwise  all at the times and  places and at the rates  described
in, and
otherwise  according  to the terms of the Note and the  Agreement,  whether
now
existing or hereafter created or arising.

     4. The Guarantor further hereby irrevocably, unconditionally and
absolutely
guarantees  to Lender  the due and  prompt  performance  by the  Company
of all
duties,  agreements and obligations of the Company contained in the Note
and the
Agreement,  and the due and  prompt  payment  of all costs  incurred,
including
attorneys'  fees, in enforcing the payment and  performance  of the Note
and the
Agreement and this Guaranty (the payment and  performance of the items set
forth
in  Paragraphs  2 and 3 of this  Guaranty  are  collectively  referred to
as the
Guaranteed Debts).

     5. For the purposes of this  Guaranty and  notwithstanding  anything
to the
contrary  contained  herein  or in any of the  Loan  Documents,  the
Guarantors
liability for payment of the Guaranteed  Debt shall be limited to the sum
of (a)
Five  Million  Dollars  ($5,000,000),  (b) interest on such amount from the
date
demanded  until  the date  paid at the  highest  rate  applicable  to any
of the
Guaranteed  Obligations  under the  Agreement,  and (c) all  costs and
expenses
incurred by the Lender (including  reasonable attorneys' fees) in enforcing
this
Guaranty,  which amount may be comprised of any portion of the Guaranteed
Debt,
to be determined at the sole discretion of the Lender.

     6. In the event the  Company  shall at any time fail to pay the
Lender any
principal of or interest on or other sums  constituting any Guaranteed Debt
when
due,  whether by acceleration or otherwise,  the Guarantor  promises to pay
such
amount to the Lender forthwith, together with all collection costs and
expenses,
including reasonable attorneys' fees.

     7. Upon  occurrence of any Event of Default,  all Guaranteed  Debt
shall at
the option of the Lender  immediately  become due and  payable,  and in any
such
event the Guarantor  authorizes the Lender,  without notice or demand,  to
apply
any property, balances, credits, accounts or moneys of the Guarantor then
in the
possession of Lender, or standing to the credit of the Guarantor, to the
payment
of such Guaranteed Debt.

     8. The Guarantor does hereby (a) agree to any modifications of any
terms or
conditions of any  Guaranteed  Debt and/or to any extensions or renewals of
time
of payment or performance by the Company; that it shall not be necessary
for the
Lender  to  resort to legal  remedies  against  the  Company  before
proceeding
hereunder,  nor to take any  action  against  any  other  person  obligated
(an
"Obligor")  for payment or  performance  of the  Guaranteed  Debt or
against any
Collateral for the Guaranteed Debt before proceeding against the Guarantor;
and
that no release of any other  guarantor,  whether by  operation of law or
by any
act of the Lender,  with or without notice to the  Guarantor,  shall
release the
Guarantor;  (b) waive notice of demand, dishonor,  notice of dishonor,
protest,
and notice of protest and waive to the extent  permitted  by law, all
benefit of
valuation, appraisement, and exemptions under the laws of the State of
Minnesota
or any other state or  territory  of the United  States;  and (c) agree,
if the
Guaranteed  Debt is not paid in accordance  with the terms  thereof,  to
pay, in
addition to all principal  and interest  due, all costs of collection
including
reasonable attorneys' fees.

     9. The obligations of the Guarantor  hereunder  shall be primary,
absolute
and unconditional,  and shall remain in full force and effect without
regard to,
and shall  not be  impaired  or  affected  by:  (a) the  genuineness,
validity,
regularity, enforceability, amendment or change in the Agreement or the
Note, or
any change in or extension  of the manner,  place or terms of payment of,
all or
any portion of the Guaranteed Debt; (b) the taking or failure to take any
action
to enforce the Agreement or the Note, or the exercise or failure to
exercise any
remedy,  power or privilege  contained therein or available at law or
otherwise,
or the waiver by the Lender of any  provisions of the Agreement or the
Note; (c)
any impairment, modification, change, release or limitation in any manner
of the
liability of the Company or its estate in  bankruptcy,  or of any remedy
for the
enforcement  of the  Company's  liability,  resulting  from the operation
of any
present  or future  provision  of the  bankruptcy  laws or any other
statute or
regulation, or the dissolution, bankruptcy, insolvency, or reorganization
of the
Company; (d) the merger or consolidation of the Company, or any sale or
transfer
by the  Company  of all or part of its  assets  or  property;  (e) any
claim the
Guarantor  may  have  against  any  other   Obligor,   including  any
claim  of
contribution;  (f) the  release,  in whole or in part,  of the  Guarantor
or any
other  guarantor (if more than one), the Company or any other  Obligor;
(g) any
other action or  circumstance  which (with or without  notice to or
knowledge of
the Guarantor) may or might in any manner or to any extent vary the risks
of the
Guarantor  hereunder or otherwise  constitute a legal or equitable
discharge or
defense,  it being  understood and agreed by the Guarantor that the
obligations
under this  Guaranty  shall not be  discharged  except by the full  payment
and
performance of the Guaranteed Debt.

     10.  The  Lender  shall  have the  right to  determine  how,  when and
what
application of payments and credits, if any, whether derived from the
Company or
from any  other  source,  shall  be made on the  Guaranteed  Debt and any
other
indebtedness owed by the Company and/or any other Obligor to the Lender.

     11.  The  obligations  of the  Guarantor  hereunder  shall  continue
to be
effective,  or be automatically  reinstated,  as the cane may be, if at any
time
the performance or the payment,  as the case may be, in whole or in part,
of any
of the Guaranteed Debt is rescinded or must otherwise be restored or
returned by
the  Lender (as a  preference,  fraudulent  conveyance  or  otherwise)
upon the
insolvency,  bankruptcy,  dissolution,  liquidation  or  reorganization  of
the
Company,  the  Guarantor  or any  other  person  or upon or as a  result
of the
appointment  of a  custodian,  receiver,  trustee or other  officer with
similar
powers with respect to the Company,  the Guarantor or any other  person,
or any
substantial part of its property, or otherwise,  all as though such
payments had
not been made.  If an Event of Default  shall at any time have  occurred
and be
continuing or shall exist and  declaration of default or  acceleration
under or
with  respect  to this  Guaranty  or any  Guaranteed  Debt shall at such
time be
prevented by reason of the pendency  against the Guarantor or the Company
or any
other person of a case or proceeding  under a bankruptcy or insolvency
law, the
Guarantor  agrees  that,  for  purposes  of this  Guaranty  and its
obligations
hereunder,  this  Guaranty  and such  obligations  shall be  deemed to have
been
declared in default or accelerated  with the same effect as if this
Guaranty and
such obligations had been declared in default and accelerated in accordance
with
their respective terms and the Guarantor shall forthwith  perform or pay,
as the
case may be, as  required  hereunder  in  accordance  with the  terms
hereunder
without further notice or demand.

     12. The Guarantor hereby  irrevocably waives any claim or other rights
that
he may now or  hereafter  acquire  against  the  Company  that  arises
from the
existence,  payment,  performance or enforcement of the Guarantor' g
obligations
hereunder,  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
until
the  Guaranteed  Debt shall have been paid and  performed in full. If any
amount
shall be paid to the  Guarantor  in violation of the  preceding  sentence,
such
amount  shall be deemed to have been paid to the  Guarantor  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.
The Guarantor hereby specifically acknowledges that any subrogation rights
which
he may have  against  the Company or any  collateral  that the Lender now
has or
hereafter  acquires  may  be  destroyed  by a  nonjudicial  foreclosure  of
the
collateral.  This may give the  Guarantor  a defense  to a  deficiency
judgment
against the Guarantor. The Guarantor hereby irrevocably waives such
defense. The
Guarantor  acknowledges  that he will receive direct and indirect  benefits
from
the arrangements contemplated by the Agreement and the Note and that the
waivers
set forth in this Section are knowingly made in contemplation of such
benefits.

     13. The  Guarantor  waives any and all  benefits  available to
sureties and
creditors  which might  otherwise be available to the  Guarantor  under
Section
2809,  2810,  2819, 2839, 2845, 2849, 2850, 2899 and 3433 of the California
Code
of Civil  Procedure,  as amended or remodified from time to time.
Additionally,
the  Guarantor  waives  the right to  require  the  Lender  to  comply
with the
provisions of Section 9504 of the California Commercial Code.

     14. No  postponement  or delay on the part of the Lender in the
enforcement
of any right hereunder shall constitute a waiver of such right and all
rights of
the Lender  hereunder  shall be cumulative and not  alternative  and shall
be in
addition to any other rights granted to the Lender in any other  agreement
or by
law.

     15. If any provision  hereof shall be or shall be declared to be
illegal or
unenforceable in any respect,  such illegal or unenforceable  provision
shall be
and become  absolutely  null and void and of no force and effect as though
such
provision  were not in fact set forth herein,  but all other  covenants,
terms,
conditions and  provisions  hereof shall  nevertheless  continue to be
valid and
enforceable and this Guaranty shall be so construed.

     16. This  Guaranty  shall be  governed  in all  respects by the laws
of the
State of Minnesota,  other than its principles of conflicts of law, and
shall be
binding  upon and shall  inure to the  benefit of the  parties  hereto and
their
respective   heirs,   executors,   administrators,   personal
representatives,
successors and assigns .

     17. The  Guarantor  does hereby agree that any action or  proceeding
under
this  Guaranty may be commenced  against the Guarantor in any court of
competent
jurisdiction  within the State of  Minnesota,  by  service  of process
upon the
Guarantor by first class registered or certified mail, return receipt
requested,
addressed to the Guarantor at the Guarantor's  address lest known to the
Lender.
The Guarantor agrees that any such suit, action or proceeding  arising out
of or
relating to this Guaranty may be  instituted  in the District  Court of
Hennepin
County,  Minnesota or in the United  States  District  Court for the
District of
Minnesota,  at the option of the Lender;  and the  Guarantor  hereby
waives any
objection to the venue of any such suit,  action or  proceeding.  Nothing
herein
shall  affect  the right of the Lender to  accomplish  service of process
in any
other manner  permitted  by law or to commence  legal  proceedings  or
otherwise
proceed against the Guarantor in any other jurisdiction or court.

     18. The Guarantor hereby represents and warrants to the Lender as
follows:

     (a)  Financial  Statements.  Any financial  statements  and data which
have
          heretofore  been given to the  Lender  with  respect to the
Guarantor
          fairly  and  accurately  represent  the  financial  condition  of
the
          Guarantor as of the date hereof,  and,  since the date thereof,
there
          has been no material adverse change in the financial  condition
of the
          Guarantor.  The Guarantor shall promptly deliver to the Lender,
or the
          Company in time for the Company to deliver the same to the
Lender, all
          financial statements of the Guarantor required by the Agreement.

     (b)  Address.  The address of the Guarantor as specified  below is
true and
          correct and until the Lender  shall have  actually  received a
written
          notice specifying a change of address and specifically requesting
that
          notices be issued to such changed address,  the Lender may rely
on the
          address stated as being accurate.

     (c)  No Default. The Guarantor is not in default with respect to any
order,
          writ, injunction,  decree or demand of any court or other
governmental
          authority,  in the payment of any material debt for borrowed
money or
          under any material agreement evidencing or securing any such
debt.

     (d)  Solvent. The Guarantor is now solvent, and no bankruptcy or
insolvency
          proceedings  are pending or to the best of the  Guarantor's
knowledge
          contemplated by or against the Guarantor.

     (e)  Relationship to the Company.  The value of the consideration
received
          and to be received by the  Guarantor is  reasonably  worth at
least as
          much as the  liability and  obligation  of the  Guarantor
incurred or
          arising under this  Guaranty.  The Guarantor has had full and
complete
          access  to the  Agreement  and the Note and all other  loan
documents
          relating to the Obligations and the Guaranteed Debt, hag reviewed
them
          and is fully aware of the meaning  and effect of their  contents.
The
          Guarantor is fully informed of all  circumstances  which bear
upon the
          risks of executing  this  Guaranty and which a diligent  inquiry
would
          reveal. The Guarantor has adequate means to obtain from the
Company on
          a continuing  basis  information  concerning  the Company's
financial
          condition,  and is  not  depending  on  the  Lender  to  provide
such
          information,  now or in the  future.  The  Guarantor  agrees
that the
          Lender shall not have any obligation to advise or notify the
Guarantor
          or to  provide  the  Guarantor  with  any  data  or  information.
The
          execution and delivery of this  Guaranty is not a condition
precedent
          (and the Lender has not in any way implied that the  execution of
this
          Guaranty is a condition  precedent) to the Lender's making,
extending
          or  modifying  any loan to the  Guarantor  or to any  other
financial
          accommodation to or for the Guarantor.

     (f)  Litigation.  There  is  not  now  pending  against  or  affecting
the
          Guarantor,  nor to the knowledge of the Guarantor is there
threatened,
          any action, suit or proceeding at law or in equity or by or
before any
          administrative agency that, if adversely determined,  would
materially
          impair or affect the financial condition of the Guarantor.

     (g)  Taxes. The Guarantor hag filed all federal, state, provincial,
county,
          municipal and other income tax returns  required to have been
filed by
          the  Guarantor and has paid all taxes that have become due
pursuant to
          such returns or pursuant to any assessments received by the
Guarantor,
          and the  Guarantor  does  not  know  of any  basis  for  any
material
          additional assessment against it in respect of such taxes.

     19. The promises and agreements  herein and in any other  guaranties
of the
Agreement  and the Note shall be construed  to be and are hereby  declared
to be
joint and several in each and every  particular  and shall be fully binding
upon
and enforceable  against any or all of such parties or persons
guaranteeing the
Agreement and the Note herein or in a separate  guaranty,  and neither the
death
nor the release of any person or party to this Guaranty or any other
guaranties
of the  Agreement  and the Note shall  affect or release  the joint and
several
liability of any other person or party to this Guaranty or any other
guaranties
of the  Agreement  and the Note.  20. THE  GUARANTOR  AND THE LENDER
HEREBY (i)
COVENANT AND AGREE NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF
RIGHT BY
A JURY,  AND (ii) WAIVE ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT
THAT ANY
SUCH RIGHT SHALL NOW OR HEREAFTER  EXIST.  THIS WAIVER OF RIGHT TO TRIAL BY
JURY
IS SEPARATELY GIVEN,  KNOWINGLY AND VOLUNTARILY,  BY THE GUARANTOR AND,
PURSUANT
TO THE  AGREEMENT,  BY THE LENDER,  AND THIS  WAIVER IS  INTENDED  TO
ENCOMPASS
INDIVIDUALLY  EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT OF A JURY
TRIAL
WOULD OTHERWISE ACCRUE.  THE LENDER IS HEREBY AUTHORIZED AND REQUESTED TO
SUBMIT
THIS WAIVER TO ANY COURT  HAVING  JURISDICTION  OVER THE SUBJECT  MATTER
AND THE
PARTIES HERETO, SO AS TO SERVE AS CONCLUSIVE EVIDENCE OF THE FOREGOING
WAIVER OF
THE  RIGHT TO JURY  TRIAL.  FURTHER,  THE  GUARANTOR  HEREBY  CERTIFIES
THAT NO
REPRESENTATIVE  OR  AGENT OF THE  LENDER  INCLUDING  THE  LENDER'S  COUNSEL
HAS
REPRESENTED,  EXPRESSLY OR OTHERWISE,  TO ANY OF THE UNDERSIGNED THAT THE
LENDER
WILL NOT SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION.

     IN WITNESS  WHEREOF,  the  Guarantor  has executed  this  Guaranty
with the
intent to be legally bound as of the date first above written.



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

                                        Address
                                        -----------------------------------
---
                                        -----------------------------------
---
                                        Telephone No.:
                                                  -------------------------
---


STATE OF                            )
                                    ) ss
COUNTY OF                           )

     On , 1995,  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>



EXHIBIT C


                   ADVANCE REQUEST FOR ELIGIBLE MORTGAGE POOL

     Reference is hereby made to that Gestation  Warehousing Credit and
Security
Agreement (Pooled Mortgage Loans),  dated as of March , 1995 (the
"Agreement"),
by and between MONUMENT MORTGAGE, INC., a California corporation (the
"Company")
and RESIDENTIAL  FUNDING  CORPORATION,  a Delaware  corporation  (the
"Lender").
Capitalized  terms which are used herein and are not  otherwise  defined
herein
shall have the meanings assigned to them in the Agreement.

     The Company hereby  requests that the Lender make an Advance to the
Company
for the Eligible  Mortgage Pool comprise of the Pledged  Mortgages listed
on the
attached Schedule of Mortgage Loans and against which a Mortgage-backed
Security
will be issued.  Receipt of the following  information is a prerequisite to
such
Advance.

     Requested  Advance amount for the Eligible  Mortgage Pool (99% of
Committed
     Purchase Price (in dollars)" as set forth below: $
                                                  -------------------------
---

     Identity of Investor:
                         --------------------------------------------------
---

     Information Concerning Eligible Mortgage Pool:

          Issuer of Mortgage-backed Security:
                                             ------------------------------
---

          Pool Number:
                     ------------------------------------------------------
---

          Scheduled delivery and settlement date of Mortgage-
          backed Security:
                         --------------------------------------------------
---

          Total initial principal amount of Pledged Mortgages comprising
          Eligible Mortgage Pool:

                    $
                    -------------------------------------------------------
---

          Committed Purchase Price (as a percentage):
                                                    -----------------------
--%

          Committed Purchase Price (in dollars): $
                                                  -------------------------
---

     Identity of Approved Custodian:
                                   ----------------------------------------
---

     Attached  hereto is a true and correct  Schedule of Mortgage Loans
included
in the Eligible  Mortgage Pool (For GNMA:  Schedule of Pooled Mortgages HUD
Form
11706;  For FNMA:  Schedule  of  Mortgages  FNMA Form 2005 or 2025;  For
FHLMC:
Security Settlement Information and Delivery Authorization FHLMC Form 939).
Such
Mortgage  Loans will  constitute  the Pledged  Mortgages for such  Advance;
the
Eligible Mortgage Pool identified above will constitute the Pledged
Securities;
and the Purchase Commitment referred to above will be included in the
Collateral
for such Advance.


Dated:
     ----------------------

                            MONUMENT MORTGAGE, INC.,
                            a California corporation


                            By:
                              ------------------------------------------

                            Its:
                              ------------------------------------------

Attachment: Schedule of Mortgage Loans



<PAGE>


                           SCHEDULE OF MORTGAGE LOANS




<PAGE>



EXHIBIT D

                              FORM FOR PENDING BANK
                                LETTER AGREEMENT
                           (Letterhead of the Company)

                                                             March ___,
1995

The First National Bank of Chicago
One North State Street
Chicago, IL 60602

Gentlemen:

     The undersigned, MONUMENT MORTGAGE, INC. (the "Companyn), hereby
authorizes
The First  National  Bank of Chicago (the Funding Bank n) to permit
Residential
Funding  Corporation  (the  "Lender")  to debit and  access  information
on the
Company's  accounts  held by the  Funding  Bank as outlined  below.  The
Company
hereby  directs and  authorizes the Funding Bank to follow the directions
of the
Lender in debiting such accounts.

     The Company  authorizes the Lender to access account  information from
time
to time for the Company's  operating  account no. (the "Operating
Accounts) for
the purpose of verifying balance information.  In addition, the Company
requests
that the Lender,  and the Company  hereby  authorizes  the Lender,  to
debit the
Operating  Account to the extent necessary to cover (a) wires to be
initiated by
the Lender in  accordance  with the Company's  instructions  as set forth
in the
Request for Advance for the  purposes  permitted in the  Warehousing
Credit and
Security  Agreement  (Agreements) by and between the Company and the
Lender; and
(b) for  amounts  due and owing to the  Lender,  including  but not
limited  to
principal, interest and fees.

     Upon the  termination  or expiration of the  Agreement,  the Company
hereby
authorizes  the Lender to close the  Operating  Account  and any other
accounts
which  have  been  established  by the  Company  and the  Lender  to
facilitate
transaction"  under the Agreement,  and the Company  directs the Funding
Bank to
follow the directions of the Lender in closing such accounts. The Company
hereby
directs  and  authorizes  the  Funding  Bank  to  follow  all of  the
foregoing
instructions of the Lender.


                              Very truly yours,

                              MONUMENT MORTGAGE, INC.,
                              a California corporation

                              By:
                                 ------------------------------------------

                              Its:
                                 ------------------------------------------



<PAGE>


                            CERTIFICATE OF SECRETARY
                                       OF
                             MONUMENT MORTGAGE, INC.

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

     1.   The  Articles  of  Incorporation  of the Company and the Bylaws
of the
          Company  submitted to the Lender in  connection  with the
Warehousing
          Credit and Security  Agreement  ("Existing Credit Agreement")
dated as
          of March 22 , 1995, by and between RESIDENTIAL FUNDING
CORPORATION,  a
          Delaware  corporation  (the Blenders),  are true and correct
copies of
          the current  Articles of Incorporation  and Bylaws,  and have not
been
          altered, modified or amended and are still in full force and
effect.

     2.   The  Certificates  of Good Standing of the Company and the
Certificate
          of the Franchise Tax Board of the State of California  for the
Company
          submitted  to the  Lender  in  connection  with  the  Existing
Credit
          Agreement,  are true and correct copies of the current
Certificates of
          Good Standing and  Certificate of the Franchise Tax Board of the
State
          of California of the Company,  and have not been altered,
modified or
          amended and are still in full force and effect.

     3.   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.

     4.   In connection  with a Ten Million Dollar  ($10,000,000)  single
family
          revolving  warehouse  facility made to the Company by the Lender,
the
          Company  has the valid power and  authority  to execute and
deliver to
          the Lender the Promissory Note, the Gestation  Warehousing
Credit and
          Security  Agreement  (Shipped  Mortgage Loans) and such other
security
          documents as required by the Lender.

     5.   The resolutions  attached to this Certificate as Exhibit "A" 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 8th day of  November,  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.

     6.   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 "B".

     IN WITNESS WHEREOF, I have hereunto set my hand and the seal of the
Company
as of this 29th day of November 1995.



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

[SEAL]

ACKNOWLEDGED AND AGREED THIS
_____ DAY OF ______________, 1995.

THE FIRST NATIONAL BANK OF CHICAGO


By:
  ---------------------------------

Its:
  ---------------------------------



<PAGE>


                                   EXHIBIT "A"

                             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  Dollar  ($10,000,000)  single family
revolving
warehouse facility (the "Loan"); and

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

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

     (b)  A  Gestation   Warehousing  Credit  and  Security  Agreement
(Shipped
          Mortgage Loans)  evidencing the Loan and creating a security
interest
          in the Collateral defined therein in favor of the Lender;

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 Documents.

     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 (insert minimum number required to
sign) of
the following  officers of the Company:  President,  Executive  Vice
President,
Senior Vice President, Vice President, Secretary, Assistant Secretary,
Assistant
Vice  President  (list  titles  of  officers  authorized),   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 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 the Company as may be
necessary or
desirable  to enable the Company to borrow the Loan and to carry out the
purpose
and intent of the foregoing 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,  Vice President,  Assistant Vice  President,
Secretary,
Assistant  Secretary  (list  titles of  officers  authorized),  shall be
and are
authorized,  empowered and directed in the name of and on behalf of the
Company,
to execute,  acknowledge and deliver any loan 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 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>


                                    GUARANTY

     THIS  GUARANTY,  made and entered into as of 23 day of March 1995, by
JAMES
W. NOACK (the  "Guarantor"),  to  RESIDENTIAL  FUNDING  CORPORATION,  a
Delaware
corporation (the "Lender"),  having its principal office at 8400 Normandale
Lake
Boulevard, Suite 600, Minneapolis, Minnesota 55437.

                                    RECITALS

     A.   MONUMENT MORTGAGE, INC., a California corporation the "Company"),
and
          the Lender have agreed  that the Lender may, in its  discretion,
from
          time to time make  loans to the  Company  (each a "Loan") in up
to the
          aggregate  principal  amount of Ten Million Dollars
($10,000,000)  to
          finance the making and purchasing of Mortgage Loans.

     B.   The Loans will be evidenced  by a  Promissory  Note dated of even
date
          herewith  from the Company to the Lender,  as the same may be
amended,
          supplemented  or otherwise  modified from time to time,
including any
          other  instruments  executed  and  delivered  in  renewal,
extension,
          rearrangement or otherwise in replacement of such Promissory Note
(the
          "Note") and by a Gestation  Warehousing  Credit and Security
Agreement
          of even date  herewith,  as the same may be amended,
supplemented  or
          otherwise modified from time to time,  including any other
instruments
          executed  and  delivered  in  renewal,  extension,
rearrangement  or
          otherwise in replacement of such agreement (the "Agreement").

     C.   The  Guarantor is a  shareholder  and the President of the
Company and
          will derive benefit from the Loans.

     D.   In order to induce the Lender to make Loans  under the
Agreement,  to
          accept the Note and the  Agreement,  and as  additional  security
for
          Loans  under the  Agreement,  the  Guarantor  has  agreed to give
this
          Guaranty.

     E.   The Lender has refused to make Loans under the  Agreement  unless
this
          Guaranty is executed by the Guarantor and delivered to Lender.

     NOW,  THEREFORE,  in  consideration  of the  recitals  and  other
good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is
hereby
acknowledged,  the  Guarantor  hereby  covenants  and agrees  with the
Lender as
follows:

     1. Unless otherwise defined herein, all capitalized terms used herein
shall
have the meanings ascribed to such terms under the Agreement.

     2. The Note and the  Agreement  are hereby made a part of this
Guaranty by
reference  thereto  with the same force and effect as if fully set forth
herein
and all  representations  and warranties s de by the Company therein are,
to the
best of Guarantor's knowledge, true and correct.

     3.  The  Guarantor  hereby  irrevocably,   unconditionally  and
absolutely
guarantees   to  Lender   the  due  and  prompt   payment,   and  not  just
the
collectibility, of the principal of, and interest and late charges and all
other
indebtedness, if any, on the Note when due, whether at maturity, by
acceleration
or  otherwise  all at the times and  places and at the rates  described
in, and
otherwise  according  to the terms of the Note and the  Agreement,  whether
now
existing or hereafter created or arising.

     4. The Guarantor further hereby irrevocably, unconditionally and
absolutely
guarantees  to Lender  the due and  prompt  performance  by the  Company
of all
duties,  agreements and obligations of the Company contained in the Note
and the
Agreement,  and the due and  prompt  payment  of all costs  incurred,
including
attorneys'  fees, in enforcing the payment and  performance  of the Note
and the
Agreement and this Guaranty (the payment and  performance of the items set
forth
in  Paragraphs  2 and 3 of this  Guaranty  are  collectively  referred to
as the
"Guaranteed Debt").

     5. For the purposes of this  Guaranty and  notwithstanding  anything
to the
contrary  contained  herein  or in any of the  Loan  Documents,  the
Guarantors
liability for payment of the Guaranteed  Debt shall be limited to the sum
of (a)
Five  Million  Dollars  ($5,000,000),  (b) interest on such amount from the
date
demanded  until  the date  paid at the  highest  rate  applicable  to any
of the
Guaranteed  Obligations  under the  Agreement,  and (c) all  costs and
expenses
incurred by the Lender (including  reasonable attorneys' fees) in enforcing
this
Guaranty,  which amount may be comprised of any portion of the Guaranteed
Debt,
to be determined at the sole discretion of the Lender.

     6. In the event the  Company  shall at any time fail to pay the
Lender any
principal of or interest on or other sums  constituting any Guaranteed Debt
when
due,  whether by acceleration or otherwise,  the Guarantor  promises to pay
such
amount to the Lender forthwith, together with all collection costs and
expenses,
including reasonable attorneys' fees.

     7. Upon  occurrence of any Event of Default,  all Guaranteed  Debt
shall at
the option of the Lender  immediately  become due and  payable,  and in any
such
event the Guarantor  authorizes the Lender,  without notice or demand,  to
apply
any property, balances, credits, accounts or moneys of the Guarantor then
in the
possession of Lender, or standing to the credit of the Guarantor, to the
payment
of such Guaranteed Debt.

     8. The Guarantor does hereby (a) agree to any modifications of any
terms or
conditions of any  Guaranteed  Debt and/or to any extensions or renewals of
time
of payment or performance by the Company; that it shall not be necessary
for the
Lender  to  resort to legal  remedies  against  the  Company  before
proceeding
hereunder,  nor to take any  action  against  any  other  person  obligated
(an
Obliger)  for  payment or  performance  of the  Guaranteed  Debt or against
any
Collateral for the Guaranteed Debt before proceeding against the Guarantor;
and
that no release of any other  guarantor,  whether by  operation of law or
by any
act of the Lender,  with or without notice to the  Guarantor,  shall
release the
Guarantor;  (b) waive notice of demand, dishonor,  notice of dishonor,
protest,
and notice of protest and waive to the extent  permitted  by law, all
benefit of
valuation, appraisement, and exemptions under the laws of the State of
Minnesota
or any other state or  territory  of the United  States;  and (c) agree,
if the
Guaranteed  Debt is not paid in accordance  with the terms  thereof,  to
pay, in
addition to all principal  and interest  due, all costs of collection
including
reasonable attorneys' fees.

     9. The obligations of the Guarantor  hereunder  shall be primary,
absolute
and unconditional,  and shall remain in full force and effect without
regard to,
and shall  not be  impaired  or  affected  by:  (a) the  genuineness,
validity,
regularity, enforceability, amendment or change in the Agreement or the
Note, or
any change in or extension  of the manner,  place or terms of payment of,
all or
any portion of the Guaranteed Debt; (b) the taking or failure to take any
action
to enforce the Agreement or the Note, or the exercise or failure to
exercise any
remedy,  power or privilege  contained therein or available at law or
otherwise,
or the waiver by the Lender of any  provisions of the Agreement or the
Note; (c)
any impairment, modification, change, release or limitation in any manner
of the
liability of the Company or its estate in  bankruptcy,  or of any remedy
for the
enforcement  of the  Company's  liability,  resulting  from the operation
of any
present  or future  provision  of the  bankruptcy  laws or any other
statute or
regulation, or the dissolution, bankruptcy, insolvency, or reorganization
of the
Company; (d) the merger or consolidation of the Company, or any sale or
transfer
by the  Company  of all or part of its  assets  or  property;  (e) any
claim the
Guarantor  may  have  against  any  other   Obligor,   including  any
claim  of
contribution;  (f) the  release,  in whole or in part,  of the  Guarantor
or any
other  guarantor (if more than one), the Company or any other  Obligor;
(g) any
other action or  circumstance  which (with or without  notice to or
knowledge of
the Guarantor) may or might in any manner or to any extent vary the risks
of the
Guarantor  hereunder or otherwise  constitute a legal or equitable
discharge or
defense,  it being  understood and agreed by the Guarantor that the
obligation"
under this  Guaranty  shall not be  discharged  except by the full  payment
and
performance of the Guaranteed Debt.

     10.  The  Lender  shall  have the  right to  determine  how,  when and
what
application of payments and credits, if any, whether derived from the
Company or
from any  other  source,  shall  be made on the  Guaranteed  Debt and any
other
indebtedness owed by the Company and/or any other Obligor to the Lender.

     11.  The  obligations  of the  Guarantor  hereunder  shall  continue
to be
effective,  or be automatically  reinstated,  as the case may be, if at any
time
the performance or the payment,  as the case may be, in whole or in part,
of any
of the Guaranteed Debt is rescinded or must otherwise be restored or
returned by
the  Lender (as a  preference,  fraudulent  conveyance  or  otherwise)
upon the
insolvency,  bankruptcy,  dissolution,  liquidation  or  reorganization  of
the
Company,  the  Guarantor  or any  other  person  or upon or as a  result
of the
appointment  of a  custodian,  receiver,  trustee or other  officer with
similar
powers with respect to the Company,  the Guarantor or any other  person,
or any
Substantial part of its property, or otherwise,  all as though such
payments had
not been made.  If an Event of Default  shall at any time have  occurred
and be
continuing or shall exist and  declaration of default or  acceleration
under or
with  respect  to this  Guaranty  or any  Guaranteed  Debt shall at such
time be
prevented by reason of the pendency  against the Guarantor or the Company
or any
other person of a case or proceeding  under a bankruptcy or insolvency
law, the
Guarantor  agrees  that,  for  purposes  of this  Guaranty  and its
obligations
hereunder,  this  Guaranty  and such  obligations  shall be  deemed to have
been
declared in default or accelerated  with the same effect as if this
Guaranty and
such obligations had been declared in default and accelerated in accordance
with
their respective terms and the Guarantor shall forthwith  perform or pay,
as the
case may be, as  required  hereunder  in  accordance  with the  terms
hereunder
without further notice or demand.

     12. The Guarantor hereby  irrevocably waives any claim or other rights
that
he may now or  hereafter  acquire  against  the  Company  that  arises
from the
existence,  payment,  performance or  enforcement of the Guarantors
obligation"
hereunder,  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
until
the  Guaranteed  Debt shall have been paid and  performed in full. If any
amount
"hall be paid to the  Guarantor  in violation of the  preceding  sentence,
such
amount  shall be deemed to have been paid to the  Guarantor  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.
The Guarantor hereby specifically acknowledges that any subrogation rights
which
he may have  against  the Company or any  collateral  that the Lender now
has or
hereafter  acquires  may  be  destroyed  by a  nonjudicial  foreclosure  of
the
collateral.  This may give the  Guarantor  a defense  to a  deficiency
judgment
against the Guarantor. The Guarantor hereby irrevocably waives such
defense. The
Guarantor  acknowledges  that he will receive direct and indirect  benefits
from
the arrangements contemplated by the Agreement and the Note and that the
waivers
set forth in this Section are knowingly made in contemplation of such
benefits.

     13. The  Guarantor  waives any and all  benefits  available to
sureties and
creditors  which might  otherwise be available to the  Guarantor  under
Section
2809,  2810,  2819, 2839, 2845, 2849, 2850, 2899 and 3433 of the California
Code
of Civil  Procedure,  as amended or remodified from time to time.
Additionally,
the  Guarantor  waives  the right to  require  the  Lender  to  comply
with the
provisions of Section 9504 of the California Commercial Code.

     14. No  postponement  or delay on the part of the Lender in the
enforcement
of any right hereunder shall constitute a waiver of such right and all
rights of
the Lender  hereunder  shall be cumulative and not  alternative  and shall
be in
addition to any other rights granted to the Lender in any other  agreement
or by
law.

     15. If any provision  hereof shall be or shall be declared to be
illegal or
unenforceable in any respect,  such illegal or unenforceable  provision
shall be
and become  absolutely  null and void and of no force and effect as though
such
provision  were not in fact set forth herein,  but all other  covenants,
teems,
conditions and  provisions  hereof shall  nevertheless  continue to be
valid and
enforceable and this Guaranty shall be so construed.

     16. This  Guaranty  shall be  governed  in all  respects by the lawn
of the
State of Minnesota,  other than its principles of conflicts of law, and
shall be
binding  upon and shall  inure to the  benefit of the  parties  hereto and
their
respective   heirs,   executors,   administrators,   personal
representatives,
successors and assigns .

     17. The  Guarantor  does hereby agree that any action or  proceeding
under
this  Guaranty may be commenced  against the Guarantor in any court of
competent
jurisdiction  within the State of  Minnesota,  by  service  of process
upon the
Guarantor by first class registered or certified mail, return receipt
requested,
addressed to the Guarantor at the Guarantor's  address last known to the
Lender.
The Guarantor agrees that any such suit, action or proceeding  arising out
of or
relating to this Guaranty may be  instituted  in the District  Court of
Hennepin
County,  Minnesota or in the United  States  District  Court for the
District of
Minnesota,  at the option of the Lender;  and the  Guarantor  hereby
waives any
objection to the venue of any such suit,  action or  proceeding.  Nothing
herein
shall  affect  the right of the Lender to  accomplish  service of process
in any
other manner  permitted  by law or to commence  legal  proceedings  or
otherwise
proceed against the Guarantor in any other jurisdiction or court.

     18. The Guarantor hereby represents and warrants to the Lender as
follows:

     (a)  Financial  Statements.  Any financial  statements  and data which
have
          heretofore  been given to the  Lender  with  respect to the
Guarantor
          fairly  and  accurately  represent  the  financial  condition  of
the
          Guarantor as of the date hereof,  and,  since the date thereof,
there
          has been no material adverse change in the financial  condition
of the
          Guarantor.  The Guarantor shall promptly deliver to the Lender,
or the
          Company in time for the Company to deliver the same to the
Lender, all
          financial statements of the Guarantor required by the Agreement.

     (b)  Address.  The address of the Guarantor as specified  below is
true and
          correct and until the Lender  shall have  actually  received a
written
          notice specifying a change of address and specifically requesting
that
          notices be issued to such changed address,  the Lender may rely
on the
          address stated as being accurate.

     (c)  No Default. The Guarantor is not in default with respect to any
order,
          writ, injunction,  decree or demand of any court or other
governmental
          authority,  in the payment of any material debt for borrowed
money or
          under any material agreement evidencing or securing any such
debt.

     (d)  Solvent. The Guarantor is now solvent, and no bankruptcy or
insolvency
          proceedings  are pending or to the best of the  Guarantor's
knowledge
          contemplated by or against the Guarantor.

     (e)  Relationship to the Company.  The value of the consideration
received
          and to be received by the  Guarantor is  reasonably  worth at
least as
          much as the  liability and  obligation  of the  Guarantor
incurred or
          arising under this  Guaranty.  The Guarantor has had full and
complete
          access  to the  Agreement  and the Note and all other  loan
documents
          relating to the Obligations and the Guaranteed Debt, has reviewed
them
          and is fully aware of the meaning  and effect of their  contents.
The
          Guarantor is fully informed of all  circumstances  which bear
upon the
          rinks of executing  this  Guaranty and which a diligent  inquiry
would
          reveal. The Guarantor has adequate means to obtain from the
Company on
          a continuing  basis  information  concerning  the Company's
financial
          condition,  and is  not  depending  on  the  Lender  to  provide
such
          information,  now or in the  future.  The  Guarantor  agrees
that the
          Lender shall not have any obligation to advise or notify the
Guarantor
          or to  provide  the  Guarantor  with  any  data  or  information.
The
          execution and delivery of this  Guaranty is not a condition
precedent
          (and the Lender has not in any way implied that the  execution of
this
          Guaranty is a condition  precedent) to the Lender's making,
extending
          or  modifying  any loan to the  Guarantor  or to any  other
financial
          accommodation to or for the Guarantor.

     (f)  Litigation.  There  is  not  now  pending  against  or  affecting
the
          Guarantor,  nor to the knowledge of the Guarantor is there
threatened,
          any action, suit or proceeding at law or in equity or by or
before any
          administrative agency that, if adversely determined,  would
materially
          impair or affect the financial condition of the Guarantor.

     (g)  Taxes. The Guarantor has filed all federal, state, provincial,
county,
          municipal and other income tax returns  required to have been
filed by
          the  Guarantor and has paid all taxes that have become due
pursuant to
          such returns or pursuant to any assessments received by the
Guarantor,
          and the  Guarantor  does  not  know  of any  basis  for  any
material
          additional assessment against it in respect of such taxes.

     19. The promises and agreements  herein and in any other  guaranties
of the
Agreement  and the Note shall be construed  to be and are hereby  declared
to be
joint and several in each and every  particular  and shall be fully binding
upon
and enforceable  against any or all of such parties or persons
guaranteeing the
Agreement and the Note herein or in a separate  guaranty,  and neither the
death
nor the release of any person or party to this Guaranty or any other
guaranties
of the  Agreement  and the Note shall  affect or release  the joint and
several
liability of any other person or party to this Guaranty or any other
guaranties
of the Agreement and the Note.

     20. THE GUARANTOR AND THE LENDER HEREBY (i) COVENANT AND AGREE NOT TO
ELECT
A TRIAL BY JURY OF ANY  ISSUE  TRIABLE  OF RIGHT BY A JURY,  AND (ii)
WAIVE ANY
RIGHT TO TRIAL BY JURY  FULLY TO THE  EXTENT  THAT ANY SUCH  RIGHT  SHALL
NOW OR
HEREAFTER  EXIST.  THIS  WAIVER OF RIGHT TO TRIAL BY JURY IS  SEPARATELY
GIVEN,
KNOWINGLY AND VOLUNTARILY,  BY THE GUARANTOR AND, PURSUANT TO THE
AGREEMENT,  BY
THE LENDER, AND THIS WAIVER IS INTENDED TO ENCOMPASS  INDIVIDUALLY EACH
INSTANCE
AND EACH ISSUE AS TO WHICH THE RIGHT OF A JURY TRIAL WOULD OTHERWISE
ACCRUE. THE
LENDER IS HEREBY  AUTHORIZED  AND  REQUESTED  TO SUBMIT THIS WAIVER TO ANY
COURT
HAVING  JURISDICTION  OVER THE SUBJECT MATTER AND THE PARTIES  HERETO,  SO
AS TO
SERVE AS CONCLUSIVE EVIDENCE OF THE FOREGOING WAIVER OF THE RIGHT TO JURY
TRIAL.
FURTHER,  THE GUARANTOR HEREBY CERTIFIES THAT NO  REPRESENTATIVE OR AGENT
OF THE
LENDER INCLUDING THE LENDER'S  COUNSEL HAS REPRESENTED,  EXPRESSLY OR
OTHERWISE,
TO ANY OF THE  UNDERSIGNED  THAT THE LEADER WILL NOT SEEK TO ENFORCE THIS
WAIVER
OF RIGHT TO JURY TRIAL PROVISION.

     IN WITNESS  WHEREOF,  the  Guarantor  has executed  this  Guaranty
with the
intent to be legally bound as of the date first above written.



                                      JAMES W. NOACK

                                      Address:
                                             ------------------------------
---
                                      -------------------------------------
---
                                      Telephone No.
                                             ------------------------------
---


STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )

     On November 29, 1995, 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)




<PAGE>


                                   EXHIBIT "E"

                          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
set forth opposite their names are their true and genuine signatures:



Name                           Title                         Signature

James A. Umphrves              Executive Vice Pres.          --------------
----

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

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

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

Robert Kamm                    Sr. Vice Pres.                --------------
----

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

Julieann Woodley               Asst. Sec.                    --------------
----

Deshon Chambers                Asst. Sec.                    --------------
----

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

Jennifer R. Huntley            Asst. Sec.                    --------------
----

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

Abigail A. Bally               Asst. Sec.                    --------------
----



     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
29th
day of November , 1995.



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



<PAGE>


                                    GUARANTY

     THIS  GUARANTY,  made and entered into as of 23 day of March 1995, by
JAMES
A. UMPHRYES (the "Guarantor"),  to RESIDENTIAL FUNDING  CORPORATION,  a
Delaware
corporation (the "Lender"),  having its principal office at 8400 Normandale
Lake
Boulevard, Suite 600, Minneapolis, Minnesota 55437.

                                    RECITALS

     A.   MONUMENT MORTGAGE, INC., a California corporation (the
"Company"), and
          the Lender have agreed  that the Lender may, in its  discretion,
from
          time to time make  loans to the  Company  (each a "Loan") in up
to the
          aggregate  principal  amount of Ten Million Dollars
($10,000,000)  to
          finance the making and purchasing of Mortgage Loans.

     B.   The Loans will be evidenced  by a  Promissory  Note dated of even
date
          herewith  from the Company to the Lender,  as the same may be
amended,
          supplemented  or  from  time  to  time,  including  any  executed
and
          delivered  in  renewal,  extension,   rearrangement  or
otherwise  in
          replacement  of such  Promissory  Note (the "Note") and by a
Gestation
          Warehousing  Credit and Security  Agreement of even date
herewith,  as
          the same may be amended,  supplemented or otherwise modified from
time
          to time,  including  any other  instruments  executed and
delivered in
          renewal, extension,  rearrangement or otherwise in replacement of
such
          agreement (the "Agreement").

     C.   The Guarantor is a shareholder and the Executive Vice President
of the
          Company and will derive benefit from the Loans.

     D.   In order to induce the Lender to make Loans  under the
Agreement,  to
          accept the Note and the  Agreement,  and as  additional  security
for
          Loans  under the  Agreement,  the  Guarantor  has  agreed to give
this
          Guaranty.

     E.   The Lender hag refused to make Loans under the  Agreement  unless
this
          Guaranty is executed by the Guarantor and delivered to Lender.

     NOW,  THEREFORE,  in  consideration  of the  recitals  and  other
good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is
hereby
acknowledged,  the  Guarantor  hereby  covenants  and agrees  with the
Lender as
follows:

     1. Unless otherwise defined herein, all capitalized terms used herein
shall
have the meanings ascribed to such terms under the Agreement.

     2. The Note and the  Agreement  are hereby made a part of this
Guaranty by
reference  thereto  with the same force and effect as if fully set forth
herein
and all  representations  and warranties made by the Company therein are,
to the
best of Guarantor's knowledge, true and correct.

     3.  The  Guarantor  hereby  irrevocably,   unconditionally  and
absolutely
guarantees   to  Lender   the  due  and  prompt   payment,   and  not  just
the
collectibility, of the principal of, and interest and late charges and all
other
indebtedness, if any, on the Note when due, whether at maturity, by
acceleration
or  otherwise  all at the times and  places and at the rates  described
in, and
otherwise  according  to the terms of the Note and the  Agreement,  whether
now
existing or hereafter created or arising.

     4. The Guarantor further hereby irrevocably, unconditionally and
absolutely
guarantees  to Lender  the due and  prompt  performance  by the  Company
of all
duties,  agreements and obligations of the Company contained in the Note
and the
Agreement,  and the due and  prompt  payment  of all costs  incurred,
including
attorneys'  fees, in enforcing the payment and  performance  of the Note
and the
Agreement and this Guaranty (the payment and  performance of the items set
forth
in  Paragraphs  2 and 3 of this  Guaranty  are  collectively  referred to
as the
"Guaranteed Debt").

     5. For the purposes of this  Guaranty and  notwithstanding  anything
to the
contrary  contained  herein  or in any of the  Loan  Documents,  the
Guarantors
liability for payment of the Guaranteed  Debt shall be limited to the sum
of (a)
Five  Million  Dollars  ($5,000,000),  (b) interest on such amount from the
date
demanded  until  the date  paid at the  highest  rate  applicable  to any
of the
Guaranteed  Obligations  under the  Agreement,  and (c) all  costs and
expenses
incurred by the Lender (including  reasonable attorneys' fees) in enforcing
this
Guaranty,  which amount may be comprised of any portion of the Guaranteed
Debt,
to be determined at the sole discretion of the Lender.

     6. In the event the  Company  shall at any time fail to pay the
Lender any
principal of or interest on or other sums  constituting any Guaranteed Debt
when
due,  whether by acceleration or otherwise,  the Guarantor  promises to pay
such
amount to the Lender forthwith, together with all collection costs and
expenses,
including reasonable attorneys' fees.

     7. Upon  occurrence of any Event of Default,  all Guaranteed  Debt
shall at
the option of the Lender  immediately  become due and  payable,  and in any
such
event the Guarantor  authorizes the Lender,  without notice or demand,  to
apply
any property, balances, credits, accounts or moneys of the Guarantor then
in the
possession of Lender, or standing to the credit of the Guarantor, to the
payment
of such Guaranteed Debt.

     8. The Guarantor does hereby (a) agree to any modifications of any
terms or
conditions of any  Guaranteed  Debt and/or to any extensions or renewals of
time
of payment or performance by the Company; that it shall not be necessary
for the
Lender  to  resort to legal  remedies  against  the  Company  before
proceeding
hereunder,  nor to take any  action  against  any  other  person  obligated
(an
"Obligor")  for payment or  performance  of the  Guaranteed  Debt or
against any
Collateral for the Guaranteed Debt before proceeding against the Guarantor;
and
that no release of any other  guarantor,  whether by  operation of law or
by any
act of the Lender,  with or without notice to the  Guarantor,  shall
release the
Guarantor;  (b) waive notice of demand, dishonor,  notice of dishonor,
protest,
and notice of protest and waive to the extent  permitted  by law, all
benefit of
valuation, appraisement, and exemptions under the laws of the State of
Minnesota
or any other state or  territory  of the United  States;  and (c) agree,
if the
Guaranteed  Debt is not paid in accordance  with the terms  thereof,  to
pay, in
addition to all principal  and interest  due, all costs of collection
including
reasonable attorneys' fees.

     9. The obligations of the Guarantor  hereunder  shall be primary,
absolute
and unconditional,  and shall remain in full force and effect without
regard to,
and shall  not be  impaired  or  affected  by:  (a) the  genuineness,
validity,
regularity, enforceability, amendment or change in the Agreement or the
Note, or
any change in or extension  of the manner,  place or terms of payment of,
all or
any portion of the Guaranteed Debt; (b) the taking or failure to take any
action
to enforce the Agreement or the Note, or the exercise or failure to
exercise any
remedy,  power or privilege  contained therein or available at law or
otherwise,
or the waiver by the Lender of any  provisions of the Agreement or the
Note; (c)
any impairment, modification, change, release or limitation in any manner
of the
liability of the Company or its estate in  bankruptcy,  or of any remedy
for the
enforcement  of the  Company's  liability,  resulting  from the operation
of any
present  or future  provision  of the  bankruptcy  laws or any other
statute or
regulation, or the dissolution, bankruptcy, insolvency, or reorganization
of the
Company; (d) the merger or consolidation of the Company, or any sale or
transfer
by the  Company  of all or part of its  assets  or  property;  (e) any
claim the
Guarantor  may  have  against  any  other   Obligor,   including  any
claim  of
contribution;  (f) the  release,  in whole or in part,  of the  Guarantor
or any
other  guarantor (if more than one), the Company or any other  Obligor;
(g) any
other action or  circumstance  which (with or without  notice to or
knowledge of
the Guarantor) may or might in any manner or to any extent vary the risks
of the
Guarantor  hereunder or otherwise  constitute a legal or equitable
discharge or
defense,  it being  understood and agreed by the Guarantor that the
obligations
under this  Guaranty  shall not be  discharged  except by the full  payment
and
performance of the Guaranteed Debt.

     10.  The  Lender  shall  have the  right to  determine  how,  when and
what
application of payments and credits, if any, whether derived from the
Company or
from any  other  source,  shall  be made on the  Guaranteed  Debt and any
other
indebtedness owed by the Company and/or any other Obligor to the Lender.

     11.  The  obligations  of the  Guarantor  hereunder  shall  continue
to be
effective,  or be automatically  reinstated,  as the case may be, if at any
time
the performance or the payment,  as the case may be, in whole or in part,
of any
of the Guaranteed Debt is rescinded or must otherwise be restored or
returned by
the  Lender (as a  preference,  fraudulent  conveyance  or  otherwise)
upon the
insolvency,  bankruptcy,  dissolution,  liquidation  or  reorganization  of
the
Company,  the  Guarantor  or any  other  person  or upon or as a  result
of the
appointment  of a  custodian,  receiver,  trustee or other  officer with
similar
powers with respect to the Company,  the Guarantor or any other  person,
or any
substantial part of its property, or otherwise,  all as though such
payments had
not been made.  If an Event of Default  shall at any time have  occurred
and be
continuing or shall exist and  declaration of default or  acceleration
under or
with  respect  to this  Guaranty  or any  Guaranteed  Debt shall at such
time be
prevented by reason of the pendency  against the Guarantor or the Company
or any
other person of a case or proceeding  under a bankruptcy or insolvency
law, the
Guarantor  agrees  that,  for  purposes  of this  Guaranty  and its
obligations
hereunder,  this  Guaranty  and such  obligations  shall be  deemed to have
been
declared in default or accelerated  with the same effect as if this
Guaranty and
such obligations had been declared in default and accelerated in accordance
with
their respective terms and the Guarantor shall forthwith  perform or pay,
as the
case may be, as  required  hereunder  in  accordance  with the  terms
hereunder
without further notice or demand.

     12. The Guarantor hereby  irrevocably waives any claim or other rights
that
he may now or  hereafter  acquire  against  the  Company  that  arises
from the
existence,  payment,  performance or  enforcement of the Guarantors
obligations
hereunder,  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
until
the  Guaranteed  Debt shall have been paid and  performed in full. If any
amount
shall be paid to the  Guarantor  in violation of the  preceding  sentence,
such
amount  shall be deemed to have been paid to the  Guarantor  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.
The Guarantor hereby specifically acknowledges that any subrogation rights
which
he may have  against  the Company or any  collateral  that the Lender now
has or
hereafter  acquires  may  be  destroyed  by a  nonjudicial  foreclosure  of
the
collateral.  This may give the  Guarantor  a defense  to a  deficiency
judgment
against the Guarantor. The Guarantor hereby irrevocably waives such
defense. The
Guarantor  acknowledges  that he will receive direct and indirect  benefits
from
the arrangements contemplated by the Agreement and the Note and that the
waivers
set forth in this Section are knowingly made in contemplation of such
benefits.

     13. The  Guarantor  waives any and all  benefits  available to
sureties and
creditors  which might  otherwise be available to the  Guarantor  under
Section
2309,  2810,  2819, 2839, 2845, 2849, 2850, 2899 and 3433 of the California
Code
of Civil  Procedure,  as amended or recodified from time to time.
Additionally,
the  Guarantor  waives  the right to  require  the  Lender  to  comply
with the
provisions of Section 9504 of the California Commercial Code.

     14. No  postponement  or delay on the part of the Lender in the
enforcement
of any right hereunder shall constitute a waiver of such right and all
rights of
the Lender  hereunder  shall be cumulative and not  alternative  and shall
be in
addition to any other rights granted to the Lender in any other  agreement
or by
law.

     15. If any provision  hereof shall be or shall be declared to be
illegal or
unenforceable in any respect,  such illegal or unenforceable  provision
shall be
and become  absolutely  null and void and of no force and effect as though
such
provision  were not in fact set forth herein,  but all other  covenants,
terms,
conditions and  provisions  hereof shall  nevertheless  continue to be
valid and
enforceable and this Guaranty shall be so construed.

     16. This  Guaranty  shall be  governed  in all  respects by the laws
of the
State of Minnesota,  other than its principles of conflicts of law, and
shall be
binding  upon and shall  inure to the  benefit of the  parties  hereto and
their
respective   heirs,   executors,   administrators,   personal
representatives,
successors and assigns.

     17. The  Guarantor  does hereby agree that any action or  proceeding
under
this  Guaranty may be commenced  against the Guarantor in any court of
competent
jurisdiction  within the State of  Minnesota,  by  service  of process
upon the
Guarantor by first class registered or certified mail, return receipt
requested,
addressed to the Guarantor at the Guarantor's  address last known to the
Lender.
The Guarantor agrees that any such suit, action or proceeding  arising out
of or
relating to this Guaranty may be  instituted  in the District  Court of
Hennepin
County,  Minnesota or in the United  States  District  Court for the
District of
Minnesota,  at the option of the Lender;  and the  Guarantor  hereby
waives any
objection to the venue of any such suit,  action or  proceeding.  Nothing
herein
shall  affect  the right of the Lender to  accomplish  service of process
in any
other manner  permitted  by law or to commence  legal  proceedings  or
otherwise
proceed against the Guarantor in any other jurisdiction or court.

     18. The Guarantor hereby represents and warrants to the Lender as
follows:

          (a)  Financial  Statements.  Any financial  statements  and data
which
               have  heretofore  been  given to the Lender  with  respect
to the
               Guarantor fairly and accurately represent the financial
condition
               of the  Guarantor  as of the date  hereof,  and,  since  the
date
               thereof,  there  has  been  no  material  adverse  change
in the
               financial  condition  of  the  Guarantor.   The  Guarantor
shall
               promptly  deliver to the  Lender,  or the Company in time
for the
               Company  to  deliver  the  same  to  the  Lender,  all
financial
               statements of the Guarantor required by the Agreement.

          (b)  Address.  The address of the Guarantor as specified below is
true
               and correct and until the Lender shall have  actually
received a
               written  notice  specifying a change of address and
specifically
               requesting  that notices be issued to such changed  address,
the
               Lender may rely on the address stated as being accurate.

          (c)  No Default.  The  Guarantor in not in default with respect
to any
               order, writ,  injunction,  decree or demand of any court or
other
               governmental  authority,  in the payment of any material
debt for
               borrowed  money or under any  material  agreement
evidencing  or
               securing any such debt.

          (d)  Solvent.  The  Guarantor is now  solvent,  and no
bankruptcy  or
               insolvency  proceedings  are  pending  or  to  the  best  of
the
               Guarantor's knowledge contemplated by or against the
Guarantor.

          (e)  Relationship  to the  Company.  The  value  of the
consideration
               received and to be received by the Guarantor is reasonably
worth
               at least as much as the liability and obligation of the
Guarantor
               incurred or arising  under this  Guaranty.  The Guarantor
has had
               full and complete  access to the  Agreement  and the Note
and all
               other  loan  documents   relating  to  the  Obligations  and
the
               Guaranteed  Debt,  has  reviewed  them and is fully  aware
of the
               meaning  and effect of their  contents.  The  Guarantor  is
fully
               informed  of all  circumstances  which  bear  upon  the
risks of
               executing  this  Guaranty  and  which a  diligent  inquiry
would
               reveal.  The  Guarantor  has  adequate  means to obtain
from the
               Company  on  a  continuing  basis   information   concerning
the
               Company's financial condition, and is not depending on the
Lender
               to provide such information,  now or in the future. The
Guarantor
               agrees that the Lender shall not have any obligation to
advise or
               notify the Guarantor or to provide the Guarantor with any
data or
               information. The execution and delivery of this Guaranty is
not a
               condition  precedent  (and the Lender has not in any way
implied
               that the execution of this Guaranty is a condition
precedent) to
               the  Lender's  making,  extending  or  modifying  any loan
to the
               Guarantor or to any other financial  accommodation  to or
for the
               Guarantor.

          (f)  Litigation.  There is not now pending  against or  affecting
the
               Guarantor,  nor  to  the  knowledge  of the  Guarantor  is
there
               threatened, any action, suit or proceeding at law or in
equity or
               by  or  before  any  administrative  agency  that,  if
adversely
               determined,  would  materially  impair  or affect  the
financial
               condition of the Guarantor.

          (g)  Taxes.  The Guarantor has filed all federal,  state,
provincial,
               county,  municipal and other income tax returns  required to
have
               been  filed by the  Guarantor  and has paid all  taxes  that
have
               become  due   pursuant  to  such   returns  or  pursuant  to
any
               assessments received by the Guarantor, and the Guarantor
does not
               know of any basis for any material additional  assessment
against
               it in respect of such taxes.

     19. The promises and agreements  herein and in any other  guaranties
of the
Agreement  and the Note shall be construed  to be and are hereby  declared
to be
joint and several in each and every  particular  and shall be fully binding
upon
and enforceable  against any or all of such parties or persons
guaranteeing the
Agreement and the Note herein or in a separate  guaranty,  and neither the
death
nor the release of any person or party to this Guaranty or any other
guaranties
of the  Agreement  and the Note shall  affect or release  the joint and
several
liability of any other person or party to this Guaranty or any other
guaranties
of the Agreement and the Note.

     20. THE GUARANTOR AND THE LENDER HEREBY (i) COVENANT AND AGREE NOT TO
ELECT
A TRIAL BY JURY OF ANY  ISSUE  TRIABLE  OF RIGHT BY A JURY,  AND (ii)
WAIVE ANY
RIGHT TO TRIAL BY JURY  FULLY TO THE  EXTENT  THAT ANY SUCH  RIGHT  SHALL
NOW OR
HEREAFTER  EXIST.  THIS  WAIVER OF RIGHT TO TRIAL BY JURY IS  SEPARATELY
GIVEN,
KNOWINGLY AND VOLUNTARILY,  BY THE GUARANTOR AND, PURSUANT TO THE
AGREEMENT,  BY
THE LENDER, AND THIS WAIVER IS INTENDED TO ENCOMPASS  INDIVIDUALLY EACH
INSTANCE
AND EACH ISSUE AS TO WHICH THE RIGHT OF A JURY TRIAL WOULD OTHERWISE
ACCRUE. THE
LENDER IS HEREBY  AUTHORIZED  AND  REQUESTED  TO SUBMIT THIS WAIVER TO ANY
COURT
HAVING  JURISDICTION  OVER THE SUBJECT MATTER AND THE PARTIES  HERETO,  SO
AS TO
SERVE AS CONCLUSIVE EVIDENCE OF THE FOREGOING WAIVER OF THE RIGHT TO JURY
TRIAL.
FURTHER,  THE GUARANTOR HEREBY CERTIFIES THAT NO  REPRESENTATIVE OR AGENT
OF THE
LENDER INCLUDING THE LENDER'S  COUNSEL HAS REPRESENTED,  EXPRESSLY OR
OTHERWISE,
TO ANY OF THE  UNDERSIGNED  THAT THE LENDER WILL NOT SEEK TO ENFORCE THIS
WAIVER
OF RIGHT TO JURY TRIAL PROVISION.

     IN WITNESS  WHEREOF,  the  Guarantor  has executed  this  Guaranty
with the
intent to be legally bound as of the date first above written.



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

                                   Address:
                                          ---------------------------------
---
                                   ----------------------------------------
---
                                   Telephone No.:
                                          ---------------------------------
---


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

     On November 29, 1995, 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>


                                 PROMISSORY NOTE


$10,000,000                                                Date: March 23,
1995


     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 holders) whose principal
place of
business is 8400 Normandale Lake Boulevard,  Suite 600,  Minneapolis,
Minnesota
55437, or at such other place as the Holder may designate from time to
time, the
principal sum of Ten Million Dollars  ($10,000,000) or so much thereof as
may be
outstanding from time to time pursuant to the Gestation  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  gestation  warehouse
facility in
the  above  amount  and  is the  Note  referred  to in  that  certain
Gestation
Warehousing   Credit  and  Security  Agreement  (Shipped  Mortgage  Loans)
(the
"Agreement")  dated the date hereof  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,  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:
                              ---------------------------------------------
--
                                Paul R. Garrigues
                             Its:  Senior VP / Chief Financial Officer


STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )

     On November 29, 1995, before me, a Notary Public  personally  appeared
Paul
R.  Garrigues,  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>


                                 PROMISSORY NOTE


$10,000,000                                       Date: March 23 , 1995


     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 holders) whose principal
place of
business is 8400 Normandale Lake Boulevard,  Suite 600,  Minneapolis,
Minnesota
55437, or at such other place as the Holder may designate from time to
time, the
principal sum of Ten Million Dollars  ($10,000,000) or so much thereof as
may be
outstanding from time to time pursuant to the Gestation  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  gestation  warehouse
facility in
the  above  amount  and  is the  Note  referred  to in  that  certain
Gestation
Warehousing   Credit  and  Security  Agreement  (Shipped  Mortgage  Loans)
(the
"Agreement")  dated the date hereof  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,  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:
                                   ----------------------------------------
---
                                   Paul R. Garrigues
                                   Its: Senior VP/Chief Financial Officer


STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )


     On November 29, 1995, before me, a Notary Public  personally  appeared
Paul
R.  Garrigues,  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)