THIRD AMENDMENT TO
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT


          THIS THIRD  AMENDMENT TO  WAREHOUSING  CREDIT AND  SECURITY
AGREEMENT
(this  "Amendment") is entered into as of this 29th day of February 1996,
by and
between MONUMENT  MORTGAGE,  INC., a California  corporation (the
"Company") and
RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (the "Lender").

          WHEREAS,  the Company and the Lender have entered into a single
family
revolving warehouse facility with a present Warehousing Commitment Amount
of Ten
Million  Dollars  ($10,000,000),  to finance the  origination and
acquisition of
Mortgage  Loans as evidenced by a Warehousing  Promissory  Note in the
principal
sum of Ten Million Dollars ($10,000,000), dated as of March 22, 1995, a
Sublimit
Promissory Note in the principal sum of Six Million Dollars ($6,000,000),
dated
as of March 22, 1995, and by a Warehousing  Credit and Security  Agreement
dated
as of March 22,  1995,  as the same may have been amended or  supplemented
(the
"Agreement");

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

          WHEREAS, the Company and the Lender have also entered into a
working
capital facility with a present Working Capital Commitment Amount of One
Million
Dollars ($1,000,000) (reworking Capital Commitment"),  as evidenced by a
Working
Capital   Promissory   Note  in  the  principal  sum  of  One  Million
Dollars
($1,000,000),  dated as of March 22, 1995 (the "Working Capital Note"),
and the
Agreement (the Warehousing  Promissory  Note, the Sublimit  Promissory
Note, the
Term  Loan  Promissory  Note  and the  Working  Capital  Promissory  Note
shall
collectively be referred to as the "Notes");

          WHEREAS, the Company has requested the Lender to extend the
period for
which the  Commitments  under the Agreement  have been made and to amend
certain
other terms of the  Agreement  and the Lender has agreed to such  extension
and
amendment  of the  Agreement  subject  to  the  terms  and  conditions  of
this
Amendment;

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

         1. All  capitalized  terms used herein and not otherwise  defined
shall
hand their- respective meanings set forth in the Agreement.

         2. The effective date  ("Effective  Date") of this  Amendment
shall be
March 1, 1996 , the date on which the  Company has  complied  with all the
terms
and conditions of this Amendment.

         3.  Section  1.1 of the  Agreement  shall be  amended  by  adding
the
following definitions in the appropriate alphabetical order:

               "Commitment Amount" means the Warehousing  Commitment
Amount, the
Term Loan Commitment Amount or the Working Capital Commitment Amount.

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

               "HUD 203(K)  Mortgage  Loan" means an FHA insured  Mortgage
Loan
secured by a First Mortgage,  of which a portion will be used for the
purpose of
rehabilitating  and/or repairing the related single family  property,  and
which
satisfies  the  definition  of  "rehabilitation  loan"  under 24 C.F.R.
Section
203.50(a).

               "Miscellaneous Charges" has the meaning set forth in Section
2.16
hereof.

               "Operating  Account" means a demand deposit account
maintained at
the  Funding  Bank in the name of the  Company  and  designated  for
funding the
discount  portion of each Advance and for returning  any excess  payment
from an
Investor for a Pledged Mortgage or Pledged Security.

               "Rejected   Mortgage  Loan"  means  a  Mortgage  Loan  which
was
warehoused  by the Lender under the terms of this  Agreement  and
committed for
purchase under a Purchase  Commitment,  but which has been rejected for
purchase
by an Investor,  or for inclusion in a Mortgage  Pool by the pool
custodian and
with respect to which there is a correctible  deficiency and which does not
have
a  colorable  claim of fraud made by any  Person  involved  in the
origination,
servicing or sale of such Mortgage Loan.

               "Repurchase  Advance" means an Advance made against a
Repurchased
Mortgage Loan or a Rejected  Mortgage  Loan. The Lender shall  pre-approve
each
Repurchase Advance.

               "Repurchased  Mortgage Loan" means a Mortgage Loan which has
been
repurchased  from  an  investor  or a  Mortgage  Pool  pursuant  to a
Servicing
Contract,  are in the process of  foreclosure,  with respect to which there
is a
correctible  deficiency and does not have a colorable claim of fraud made
by any
Person involved in the origination, servicing or sale of such Mortgage
Loan.

               "Repurchase  Rate"  means a floating  rate of  interest
equal to
three and one-half  percent  (3.5%) per annum over LIBOR.  The  Repurchase
Rate
shall be  adjusted  on and as of the  effective  date of each  weekly
change in
LIBOR.  The  Lender's  determination  of the  Repurchase  Rate as of any
date of
determination shall be conclusive and binding, absent manifest error.

               "Term  Loan   Commitment   Amount"  means  One  Million
Dollars
($l,000,000).

               "Warehousing   Commitment   Amount"  means  Ten  Million
Dollars
($10,000,000).

               "Working  Capital  Commitment  Amount" means One Million
Dollars
($1,000,000).

               "Miscellaneous Charges" has the meaning set forth in Section
2.16
hereof.

               "Title I Mortgage  Loan" means an FHA  co-insured  Mortgage
Loan
secured by a Mortgage which is underwritten in accordance with HUD
underwriting
standards for the Title I Property Improvement Program as set forth in and
which
is reported for insurance under the Mortgage  Insurance  Program
authorized and
administered  under Title I of the National  Housing Act of 1934, as
amended and
the regulations promulgated thereunder.

         4.  Section  1.1 of the  Agreement  shall  be  amended  to  delete
the
definitions of "Adjusted  Servicing  Portfolio",  "Adjusted Tangible Net
Worth",
"Advance," "Approved Custodian," "Conforming Value," "Conforming Mortgage
Loan,"
"Conventional  Mortgage  Loan",  "Investable  Balances",  "Jumbo Mortgage
Loan",
"Mortgage Loan," "Nonconforming Mortgage Loan," "Ordinary Warehousing
Advances,"
"Second  Mortgage  Loan" and "Tangible Net Worth" in their  entirety,
replacing
them with the following definitions:

                    "Adjusted  Servicing  Portfolio" means, for any Person,
the
          Servicing  Portfolio  of such  Person,  but  excluding  the
principal
          balance of Mortgage Loans included in the Servicing  Portfolio at
such
          date (a) which are past due for  principal  or interest for sixty
(60)
          days or more,  (b) with  respect to which such Person is
obligated to
          repurchase or indemnify  the holder of the Mortgage  Loans as a
result
          of defaults on the Mortgage  Loans at any time during the term of
such
          Mortgage Loans, (c) for which the Servicing Contracts are not
owned by
          such  Person  free and clear of all Liens  (other than in favor
of the
          Lender),  or (d) which are  serviced by the  Company for others
under
          subservicing arrangements.

                    "Advance"  means a  disbursement  by the  Lender  under
the
          Commitment pursuant to Article 2 of this Agreement, including,
without
          limitation,  Ordinary Warehousing  Advances,  Wet Settlement
Advances,
          Home Equity Advances, Nonconforming Advance, Second Mortgage
Advances,
          Repurchase Advances,  Working Capital Advances, Term Loan
Advances and
          readvances of funds  previously  advanced to the Company and
repaid to
          the Lender.

                    "Approved  Custodian" means a pool custodian or other
Person
          which is deemed acceptable to the Lender from time to time in its
sole
          discretion to hold a Mortgage Loan for inclusion in a Mortgage
Pool or
          to hold a  Mortgage  Loan as agent for an  Investor  who has
issued a
          Purchase Commitment for such Mortgage Loan.

                    "Conforming Mortgage Loan" means a First Mortgage Loan
which
          is either (a) an FHA insured  (other  than a Title I Mortgage
Loan or
          HUD 203(K)  Mortgage  Loan) or VA  guaranteed  Mortgage  Loan or
(b) a
          Conventional  Mortgage  Loan which is  underwritten
substantially  in
          accordance  with  FNMA  or  FHLMC  underwriting  standards,   and
the
          principal  amount of which is less than or equal to the maximum
amount
          eligible for purchase by FNMA or FHLMC.

                    "Conventional  Mortgage  Loan" means a First  Mortgage
Loan,
          other than an FHA insured or VA  guaranteed  Mortgage  Loan, or a
Home
          Equity Loan.

                    "Jumbo  Mortgage  Loan" means a  Conventional  Mortgage
Loan
          which is underwritten  substantially  in accordance with FNMA or
FHLMC
          underwriting standards, but the principal amount of which is in
excess
          of the maximum  amount  eligible  for  purchase by FNMA or FHLMC,
and
          which meets all eligibility requirements for purchase by an
Investor.

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

                    "Ordinary  Warehousing  Advances" means Warehousing
Advances
          other  than  Home   Equity   Advances,   Second   Mortgage
Advances,
          Nonconforming Advances and Repurchase Advances.

                    "Sublimit   Promissory   Note"  means  the  promissory
note
          evidencing  the  Company's  Obligations  with  respect to Home
Equity
          Advances, Second Mortgage Advances and Repurchase Advances in the
form
          of Exhibit A-2 attached hereto.

                    "Tangible Net Worth" means with respect to any Person
at any
          date,  the excess of the total assets over total  liabilities  of
such
          Person on such date,  each to be determined  in  accordance  with
GAAP
          consistent  with those  applied in the  preparation  of the
financial
          statements  referred to in Section  4.1(a)(5)  hereof,  plus loan
loss
          reserves and that portion of Subordinated Debt not due within one
year
          of such date,  provided  that, for purposes of this  Agreement,
there
          shall be excluded from total assets advances or loans to
shareholders,
          officers or Affiliates,  investments in Affiliates,  assets
pledged to
          secure  any  liabilities  not  included  in the  Debt of such
Person,
          intangible assets,  those other assets which would be deemed by
HUD to
          be non-acceptable in calculating adjusted net worth in accordance
with
          its  requirements  in effect  as of such  date,  as such
requirements
          appear  in the  "Audit  Guide  for  Audit of  Approved  Non-
Supervised
          Mortgagees" and other assets deemed  unacceptable by the Lender
in its
          sole discretion.

                    "Title I Mortgage  Loan"  means an FHA  co-insured
Mortgage
          Loan secured by a Mortgage which is  underwritten  in accordance
with
          HUD  underwriting  standards  for  the  Title I  Property
Improvement
          Program as set forth in and which is reported for insurance
under the
          Mortgage  Insurance Program  authorized and administered under
Title I
          of the National  Housing Act of 1934,  as amended and the
regulations
          promulgated thereunder.

                    "Warehousing  Maturity  Date" shall mend the earlier
of: (a)
          the  close of  business  on  December  31,  1997,  as such date
may be
          extended  from  time to time in  writing  by the  Lender,  in its
sole
          discretion,  on which date the Warehousing  Commitment shall
expire of
          its own term,  and without the necessity of action by the Lender,
and
          (b) the date the obligation of the Lender to make further
Warehousing
          Advances hereunder is terminated pursuant to Section 8.2 below.

                    "Working  Capital  Maturity Date" shall mean the
earlier of:
          (a) the close of business on December  31,  1997,  as such date
may be
          extended  from  time to time in  writing  by the  Lender,  in its
sole
          discretion,  on which date the Working Capital Commitment shall
expire
          of its own term,  and without the  necessity  of action by the
Lender,
          and (b) the date the obligation of the Lender to make further
Working
          Capital  Advances  hereunder  is  terminated  pursuant  to
Section 8.2
          below.

         5. All  references  in the  Agreement to  "Investable  Balances"
shall
hereby be amended to refer to "Eligible Balances."

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

                  2.1(a)  Subject to the terms and  conditions of this
Agreement
         and  provided  no  Default  or Event of  Default  has  occurred
and is
         continuing,  the Lender agrees from time to time during the period
from
         the Closing Date, to, but not including, the Warehousing Maturity
Date,
         to  make  Warehousing  Advances  to the  Company,  provided  the
total
         aggregate  principal  amount  outstanding  at any one  time of all
such
         Warehousing  Advances  shall  not  exceed  the  Warehousing
Commitment
         Amount.  The  obligation  of the  Lender  to  make  Warehouse
Advances
         hereunder  up to  the  Warehousing  Comitment  Amount,  is
hereinafter
         referred to as the  "Warehousing  Commitment."  Within the
Warehousing
         Commitment, the Company may borrow, repay and reborrow. All
Warehousing
         Advances under this Agreement shall  constitute a single
indebtedness,
         and  all of the  Collateral  shall  be  security  for  the
Warehousing
         Promissory   Note  and  the  Sublimit   Promissory  Note  and  for
the
         performance of all the Obligations.

          7. Section 2.1(b)(6) of the Agreement shall be deleted in its
entirety
and the following shall be substituted in lieu thereof:

                  (6) No Advance  shall be made against a Mortgage  Loan,
other
         than a Repurchased Mortgage Loan or a Rejected Mortgage Loan,
which was
         closed  more  than  ninety  (90) days  prior the date of the
requested
         Advance.

          8.  Section  2.1(b)  of the  Agreement  is hereby  amended  to
add the
following sections immediately after Section 2.1(b)(6):

                  (8) The aggregate amount of Repurchase Advances
outstanding at
         any one time shall not exceed Two Million Dollars ($2,000,000).

          9.  Section  2.1(c)  of the  Agreement  is hereby  amended  to
add the
following section immediately after Section 2.1(c)(4):

          10. Sections 2.2(a) and (b) of the Agreement shall be deleted in
their
entirety and the following shall be substituted in lieu thereof:

                  2.2(a)  The   Company  may  obtain  an   Warehousing
Advance
         hereunder,  subject to the  satisfaction of the conditions set
forth in
         Sections 4.1 and 4.3 hereof,  upon  compliance  with the
procedures set
         forth in this  Section  2.2 and in  Exhibit  D-SF with  respect
to all
         Warehousing Advances, other than Repurchase Advances, and Exhibit
D-REP
         with respect to Repurchase  Advances,  attached  hereto and made a
part
         hereof  including the delivery of all documents  listed in Exhibit
D-SF
         (the  "Collateral  Documents") to the Lender.  Requests for
Warehousing
         Advances shall be initiated by the Company by delivering to the
Lender,
         no later than one (1)  Business  Day prior to any Business Day
that the
         Company desires to borrow hereunder, a completed and signed
request for
         an Advance (a "Warehousing  Advance  Request") on the then current
form
         approved  by the  Lender.  The  current  forms in use by the
Lender are
         Exhibit  C-SF  for all  Warehousing  Advances,  other  than
Repurchase
         Advances,  and Exhibit C-REP for Repurchase  Advances,  attached
hereto
         and made a part hereof.  The Lender  shall have the right,  on not
less
         than three (3) Business  Days' prior  Notice to the Company,  to
modify
         any of said Exhibits to conform to current legal requirements or
Lender
         practices,  and, as so modified,  said Exhibits  shall be deemed a
part
         hereof.

                  2.2(b) In the case of a Wet  Settlement  Advance,  the
Company
         shall follow the procedures  and, at or prior to the Lender's
making of
         such Wet Settlement Advance,  shall deliver to the Lender the
documents
         set forth in Exhibit  D-SF and Exhibit  D-REP  hereto  together
with a
         completed and executed Bailee Pledge Agreement in the form of
Exhibit M
         hereto.  In  the  case  of a  Mortgage  Loan  financed  through  a
Wet
         Settlement  Advance,  the Company shall cause all Collateral
Documents
         required to be delivered to the Lender  pursuant to Exhibit D-SF
within
         five (5)  Business  Days after the date of the Wet  Settlement
Advance
         relating  thereto and the Company shall cause all Collateral
Documents
         required to be delivered to the Lender  pursuant to Exhibit  D-REP
with
         twenty (20) days after the dates of the Wet Settlement Advance
relating
         thereto.

         11.  Section  2.2(d) of the  Agreement  shall be  amended by
adding the
words "or  Exhibit  D-REP"  after the words  "Exhibit  D-SF"  where they
appear
therein.

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

                  2.2(e) To make a Warehousing  Advance,  the Lender shall
cause
         the Funding  Bank to credit an account of the Company  with the
Funding
         Bank, which account shall be under the exclusive control of the
Lender,
         upon  compliance by the Company with the terms of this  Agreement.
The
         Lender  shall  determine in its sole  discretion  the method by
which a
         Warehousing Advance is made.

         13. Section  2.3(a) of the Agreement  shall be deleted in its
entirety
and the following shall be substituted in lieu thereof:

                  2.3(a)  Subject to the terms and  conditions of this
Agreement
         and  provided  no  Default  or Event of  Default  has  occurred
and is
         continuing,  the Lender agrees from time to time during the period
from
         the  Closing  Date,  to, but not  including,  the Term Loan
Commitment
         Termination  Date, to make Term Loan Advances to the Company,
provided
         the total aggregate principal amount outstanding at any one time
of all
         such  Term Loan  Advances  shall not  exceed  the Term Loan
Commitment
         Amount.  The  obligation  of the  Lender  to make  Term  Loan
Advances
         hereunder up to the Term Loan  Commitment  Amount and prior to the
Term
         Loan  Commitment  Termination  Date, is hereinafter  referred to
as the
         "Term Loan  Commitment."  Within the Term Loan Commitment,  the
Company
         may  borrow,  repay and  reborrow.  All Term Loan  Advances  under
this
         Agreement  shall  constitute  a  single  indebtedness,  and  all
of the
         Collateral  shall be security for the Term Loan Promissory Note
and for
         the performance of all the Obligations.

          14. Section  2.5(a) of the Agreement  shall be deleted in its
entirety
and the following shall be substituted in lieu thereof:

                  2.5(a)  Subject to the terms and  conditions of this
Agreement
         and  provided  no  Default  or Event of  Default  has  occurred
and is
         continuing,  the Lender agrees from time to time during the period
from
         the Closing Date, to, but not including,  the Working Capital
Maturity
         Date,  to make Working  Capital  Advances to the Company,
provided the
         total  aggregate  principal  amount  outstanding at any one time
of all
         such  Working  Capital  Advances  shall not exceed the Working
Capital
         Commitment Amount. The obligation of the Lender to make Working
Capital
         Advances  hereunder up to the Working  Capital  Commitment
Amount,  is
         hereinafter referred to as the "Working Capital Commitment."
Within the
         Working Capital Commitment, the Company may borrow, repay and
reborrow.
         All Working Capital  Advances under this Agreement  shall
constitute a
         single  indebtedness,  and all of the Collateral  shall be
security for
         the Working Capital  Promissory Note and for the performance of
all the
         Obligations.

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

                  2.7 Notes.  The Company's  Obligations  in respect of
Ordinary
         Warehousing Advances and Nonconforming Advances shall be evidenced
by a
         Warehousing Promissory Note of the Company substantially in the
form of
         Exhibit A-1 attached  hereto.  The Company's  Obligations in
respect of
         Home Equity Advances,  Second Mortgage Advances and Repurchase
Advances
         shall  be  evidenced  by a  Sublimit  Promissory  Note  of the
Company
         substantially in the form of Exhibit A-2 attached hereto. The
Company's
         Obligations in respect of Working  Capital  Advances shall be
evidenced
         by a Working Capital  Promissory Note of the Company
substantially  in
         the form of Exhibit A-3 attached hereto.  The Company's
Obligations in
         respect  of Term  Loan  Advances  shall  be  evidenced  by a Term
Loan
         Promissory Note of the Company substantially in the form of
Exhibit A-4
         attached  hereto.  Each note shall be dated as of the date hereof.
The
         Warehousing  Promissory Note, the Sublimit Promissory Note, the
Working
         Capital   Promissory  Note  and  the  Term  Loan  Promissory  Note
are
         collectively  referred  to  as  the  "Notes".  The  terms
"Warehousing
         Promissory   Note,"  "Sublimit   Promissory   Note,"  "Working
Capital
         Promissory  Note," "Term Loan Promissory Note," "Note" or "Notes"
shall
         include all extensions, renewals and modifications of the Notes
and all
         substitutions  therefor.  All  terms  and  provisions  of the
Notes are
         hereby incorporated herein.

         16.  Sections  2.8(d),  (e),  (f),  and (g) of the  Agreement
shall be
renumbered as Sections 2.8(e), (f), (g) and (h) and the following shall be
added
as Section 2.8(d):

                  2.8(d)  Prior to the  occurrence  of an Event of Default,
the
         unpaid amount of each Repurchase Advance shall bear interest,
from the
         date of such Advance until paid in full, at the Repurchase Rate.

         17.  Section  9.8(e) of the  Agreement (as  renumbered  pursuant
to the
provisions of Section 16 of this  Amendment)  shall be deleted in their
entirety
and the following shall be substituted in lieu thereof:

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

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

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

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

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

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

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

                  2.9(b)  The  outstanding  principal  amount  of the Term
Loan
         Advances  as of the Term  Loan  Commitment  Termination  Date
shall be
         payable in  forty-eight  (48) equal  monthly  installments,  due
on the
         twenty-second  (22nd) day of each month beginning on the  twenty-
second
         (22nd) day of April 1996. Any remaining  principal  balance of the
Term
         Loan Advances shall be payable on the Term Loan Maturity Date.

         19.  Sections  2.9(f)(4) and (6) of the  Agreement  shall be
deleted in
their entirety and the following shall be substituted in lieu thereof:

                           (4) Seven (7)  Business  Days  elapse from the
date a
                  Wet Settlement  Advance was made without receipt by the
Lender
                  of all Collateral Documents relating to such Pledged
Mortgage,
                  or such Collateral Documents,  upon examination by the
Lender,
                  are found not to be in  compliance  with the
requirements  of
                  this Agreement or the related Purchase  Commitment;
provided,
                  however,  if the Wet  Settlement  Advance  was made
against a
                  Repurchased  Mortgage  Loan,  twenty (20) days elapse
from the
                  date of such  Advance  without  receipt  by the  Lender
of all
                  Collateral  Documents  relating to such Pledged
Mortgage,  or
                  such Collateral Documents, upon examination by the
Lender, are
                  found not to be in compliance  with the  requirements  of
this
                  Agreement.

                           (6) On the  date  on  which  a  Pledged
Mortgage  is
                  determined to have been originated based on untrue,
incomplete
                  or  inaccurate  information,  whether or not the  Company
had
                  knowledge of such  misrepresentation or incorrect
information,
                  or the  Pledged  Mortgage  is  defaulted  and has
remained in
                  default for a period of thirty (30) days or more.

          20. Section  2.9(f)  of the  Agreement  shall be  amended  to add
the
following sections immediately after Section 2.9(f)(11):

                           (13) One (1) Business Day  immediately
preceding the
                  date  scheduled  for the  foreclosure  or trustee  sale
of the
                  premises  securing a  Rejected  Mortgage  Loan or
Repurchased
                  Mortgage Loan.

          21. Section.  2.9(h)  shall be amended to add the  following
section
immediately after Section 2.9(h)(2):

          22. Section 2.11 of the Agreement shall be deleted in its
entirety and
the following shall be substituted in lieu thereof:

         2.11     Method of Making Payments.

                  2.11(a) 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.

                  2.11(b) Upon an Event of Default, and without the
necessity of
         prior  demand or notice from the Lender,  the  Company  authorizes
the
         Lender to cause the Funding  Bank to charge the  Company's
account for
         any Obligations due and owing the Lender.

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

         24. Sections 3.2(c) and (e) of the Agreement shall be deleted in
their
entirety and the following shall be substituted in lieu thereof:

                  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
         Mortgage-backed  Security,  which  shall  be a  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(e)  Prior to the  occurrence  of an Event of Default,
the
         Company  may redeem a Pledged  Mortgage  or Pledged  Security
from the
         Lender's  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 Notes,
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 Warehousing Advances.

         25.  Section  5.15(c)(1)  of the  Agreement  shall be  deleted  in
its
entirety and the following shall be substituted in lieu thereof:

                           (1)  other  than a  Repurchased  Mortgage  Loan
or a
                  Rejected  Mortgage  Loan, 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  Advance  Request  for
such
                  Mortgage Loan,

         26. Section  5.15(d) of the Agreement shall be deleted in its
entirety
and the following shall be substituted in lieu thereof:

                  5.15(d)  Except  as set  forth  in  the  loan  history
of any
         Rejected  Mortgage  Loan or  Repurchaed  Mortgage  Loan, no
default has
         occurred  and is  continuing  for more than  thirty (30) days
under any
         Mortgage  Loan  included in the Pledged  Mortgages  without the
Advance
         against such Pledged  Mortgage  having been repaid in  accordance
with
         Section  2.9(f)(6)  hereof,  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.

         27.  Section  5.15(g) of the  Agreement  shall be amended to
delete the
words  "Secretary  of HUD" and  replace  them  with the words  "Director
of the
Federal Emergency Management Agency" where they appear therein.

         28.  Sections 7.8 and 7.9 of the  Agreement  shall be deleted in
their
entirety and the following shall be substituted in lieu thereof:

                  7.8 Minimum  Tangible Net Worth.  Permit Tangible Net
Worth of
         the Company (and its Subsidiaries, on a consolidated basis) at any
time
         to be less than One Million Five Hundred Thousand Dollars
($1,500,000).

         29. Sections 8.2(d) and (e) of the Agreement shall be deleted in
their
entirety and the following shall be substituted in lieu thereof:

                  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,
         or any other disposition of Collateral arranged by the Company,
whether
         before or after the occurrence of an Event of Default,  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,  and agrees that the Lender may purchase any
Pledged
         Mortgages or Pledged Securities at a private sale of such
Collateral.

         30.  Exhibits A-1, A-2 and A-3 to the  Agreement are hereby
deleted in
their  entirety and replaced  with the new Exhibits A-1, A-2 and A-3
attached to
this  Amendment.  All  references  in the Agreement to Exhibits A-1, A-2
and A-3
shall be deemed to refer to the new Exhibits A-1, A-2 and A-3.

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

         32.  Exhibits  C-REP and D-REP are hereby added to the Agreement
in the
forms of Exhibits C-REP and D-REP attached to this Amendment.

         33.  Exhibit  I-SF to the  Agreement  is  deleted in its  entirety
and
replaced with the new Exhibit I-SF attached to this Amendment. All
references in
this Amendment and the Agreement to Exhibit I-SF shall be deemed to refer
to the
new Exhibit I-SF.

         34. Upon execution of this Amendment,  the Company agrees to pay
to the
Lender the pro rata  Commitment Fee on the portion of the Commitment
Amount for
the time period from the Effective Date to and including March 31, 1996.

         35. The  Warehousing  Promissory  Note is amended  and  restated
in its
entirety as set forth in the First Amended and Restated  Warehousing
Promissory
Note, in the form of Exhibit A-1 attached to this  Amendment.  All
references in
this Amendment and in the Agreement to the Warehousing  Promissory Note
shall be
deemed to refer to the First Amended and Restated  Warehousing  Promissory
Note
delivered in connection with this Amendment.

         36.  The  Sublimit  Promissory  Note is  amended  and  restated
in its
entirety as set forth in the First  Amended  and  Restated  Sublimit
Promissory
Note, in the form of Exhibit A-2 attached to this  Amendment.  All
references in
this Amendment and in the Agreement to the Warehousing  Promissory Note
shall be
deemed  to refer to the First  mender  and  Restated  Sublimit  Promissory
Note
delivered in connection with this Amendment.

         37. The Working Capital  Promissory Note is amended and restated
in its
entirety  as set  forth  in the  First  Amended  and  Restated  Working
Capital
Promissory  Note,  in the form of Exhibit A-3  attached to this  Amendment.
All
references  in  this  Amendment  and in the  Agreement  to the  Working
Capital
Promissory  Note  shall be  deemed to refer to the First  Amended  and
Restated
Working Capital Promissory Note delivered in connection with this
Amendment.

         38. The Company shall deliver to the Lender (a) an executed
original of
this  Amendment;  (b) an  executed  original of the First  Amended and
Restated
Warehousing  Promissory Note; (c) an executed  original of the First
Amended and
Restated Sublimit Promissory Note; (d) an executed original of the First
Amended
and Restated Working Capital  Promissory Note; (e) a current certified tax,
lien
and judgment  search of the  appropriate  public records for the Company
and the
Guarantors,  including a search of Uniform Commercial Code financing
statements,
which search  shall not have  disclosed  the  existence of any prior Lien
on the
Collateral  other than in favor of the  Lender or as  permitted  hereunder;
(f)
current  Certificates  of Good  Standing of the Company;  (g) current
insurance
information;  (h) the  Commitment Fee for the month of March 1996; and (i)
a Two
Hundred Fifty Dollar ($250) document production fee.

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

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

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

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

         IN WITNESS  WHEREOF,  the  Company  and the  Lender  have  caused
this
Amendment to be duly executed on their behalf by their duly authorized
officers
as of the day and year above written.

                             MONUMENT MORTGAGE, INC.,
                             a California corporation


                             By:____________________________________
                                         Paul R. Garrigues
                             Its:  Senior Vice President/CFO


                             RESIDENTIAL FUNDING CORPORATION,
                             a Delaware corporation


                             By:____________________________________

                             Its:  Director



STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On March 8, 1996, before me, a Notary Public,  personally appeared
Paul
Garrigues,   the  Senior  Vice  President/CFO  of  MONUMENT  MORTGAGE,
INC.,  a
California corporation,  personally known to me (or proved to me on the
basis of
satisfactory  evidence) to be the person whose name is  subscribed to the
within
instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.

         WITNESS my hand and official seal.




                              Notary Public____________________________
                              My Commission Expires:___________________
(SEAL)


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On March 13, 1996, before me, a Notary Public,  personally
appeared D.
Graham Shipman,  the Director of RESIDENTIAL FUNDING  CORPORATION,  a
California
corporation,  personally  known  to  me  (or  proved  to  me  on  the
basis  of
satisfactory  evidence) to be the person whose name is  subscribed to the
within
instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.

         WITNESS my hand and official seal.




                               Notary Public__________________________
                               My Commission Expires:_________________
(SEAL)


                              CONSENT OF GUARANTORS

         The  undersigned,  being a Guarantor  under their  respective
Guaranty
dated as of March 22, 1995,  hereby  consent to the foregoing  Amendment
and the
transactions   contemplated   thereby  and  hereby  modify  and  reaffirm
their
obligations  under their  respective  Guaranty so as to include  within the
term
"Guaranteed Debt" the  indebtedness,  obligations and liabilities of the
Company
under this Amendment and the Notes.  Each Guarantor  hereby reaffirms that
their
obligations  under their respective  Guaranty are separate and distinct
from the
Company's  obligations  to the Lender,  and that their  obligations  under
their
respective  Guaranty  are in full force and effect,  and each hereby
waives and
agrees  not to  assert  any  anti-deficiency  protections  or other  rights
as a
defense to their obligations under their respective Guaranty,  all as more
fully
set forth in such Guaranty,  the terms of each of which are incorporated
herein
as if fully set forth herein.

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

         Each Guarantor further agrees,  upon Lender's  request,  to
execute for
the benefit of Lender an additional  guaranty in form and content
acceptable to
Lender and  conforming  to their  respective  Guaranty  in  connection
with the
foregoing Amendment.

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

                                  GUARANTORS:



                                  __________________________________
                                  JAMES W. NOACK



                                  __________________________________
                                  JAMES A. UMPHRYES


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On March 8, 1996, before me, a Notary Public, personally appeared
JAMES
W. NOACK,  personally  known to me (or proved to me on the basis of
satisfactory
evidence) to be the person whose name is subscribed to the within
instrument and
acknowledged to me that he/she executed the same in his/her authorized
capacity,
and that by his/her  signature on the instrument the person,  or the entity
upon
behalf of which the person acted, executed the instrument.

         WITNESS my hand and official seal.




                                  Notary Public____________________________
                                  My Commission Expires:___________________
(SEAL)


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On March 8, 1996, before me, a Notary Public, personally appeared
JAMES
A.  UMPHRYES,  personally  known  to  me  (or  proved  to  me on  the
basis  of
satisfactory  evidence) to be the person whose name is  subscribed to the
within
instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.

         WITNESS my hand and official seal.




                                   Notary Public__________________________
                                   My Commission Expires:_________________
(SEAL)

         GUARANTORS:




<PAGE>


                                                     EXHIBIT C-REP
            REQUEST FOR ADVANCE REJECTED OR REPURCHASED MORTGAGE LOAN

Mortgage Company: MONUMENT MORTGAGE, INC.

Mortgagor:__________________      Loan Number:_______________________
          __________________      Reviewed By:_______________________
Address:  __________________      Warehouse Date:____________________
          __________________      Effective Date:____________________
                                  Foreclosure Date:__________________

Status: Rejected_________   Loan Type: Conforming____________________
        Received_________              Nonconforming_____Alternet____
        Repurchased______              VA_____________FHA____________
        Wet Settlement                 Fixed__________Term___________
        3rd Party                      ARM____________Type___________
          Originated_____              Balloon________Type___________
Mortgage Note Amount:________     Interest Rate:_____________________
Mortgage Note Date:__________     Requested Warehouse Amt:___________

                                METHOD OF ADVANCE
( )      Wire Transfer
         Amount of Wire:___________   Date of Wire:__________________
         Credit Acct. No.__________   Credit Acct. Name:_____________
         ABA No.:__________________   Bank Name:_____________________
                                      City & State:
         Account to Debit:_________
         Ref:_____________  Advise:__________  Phone:________________

                             REQUIRED DOCUMENTATION

Attached  please  find the  following  documents  in  connection  with the
above
request (Please check attached documents below):

Right
( )      *Copy of Mortgage Note (Repurchased Mortgage Loan only)
( )      Original Mortgage Note and one copy of Mortgage Note
( )      Original or certified copy of recorded Mortgage
( )      Original ALTA Mortgagee's Policy of Title Insurance or equivalent
( )      Original VA Loan Guaranty Certificate Commitment
         or FHA Mortgage Insurance Certificate (if any),
         or copy of PHI Certificate (Conventional Loans, if applicable)

Left
( )      *Request for Advance (original and one (1) copy)
( )      Recordable assignment of Mortgage
( )      Certified copies of interim assignments of Mortgage (if
applicable)
( )      *Bailed Pledge Agreement
( )      *Investor repurchase demand letter (Repurchased Mortgage Loans
only)
( )      *Summary of Mortgage Loan documentation or Investor problems,
expected
         cure period and current payment history.

Please Note: Items designated with the "*" are required prior to a Wet
Settlement Advance which is applicable to Repurchased Mortgage Loans only.

Authorized Signature:

____________________________

         _______________________________________________________________
        [                                                               ]
        [               FOR RFC INTERNAL USE ONLY                       ]
        [                                                               ]
        [Repetitive Code:________________    Date:____________________  ]
        [                                                               ]
        [Wire Initiator's Initials:______ Wire Verifier's Initials:___  ]
        [_______________________________________________________________]



<PAGE>


                                                 EXHIBIT C-SF
Mortgage Company: MONUMENT MORTGAGE, INC.

Mortgagor:____________________  Loan Number:___________________________
          ____________________  Reviewed By:___________________________
Address:  ____________________  Warehouse Date:________________________
          ____________________  Effective Date:________________________
                                Foreclosure Date:______________________

Status: Rejected___________  Loan Type:  Conforming____________________
        Received___________              Nonconforming_____Alternet____
        Repurchased________              VA___________FHA______________
        Wet Settlement_____              Fixed________Term_____________
        3rd Party                        ARM__________Type_____________
             Originated____              Balloon______Type_____________

Mortgage Note Amount:______              Interest Rate:________________
Mortgage Note Date:________              Requested Warehouse Amt:______


                                METHOD OF ADVANCE
( )     Wire Transfer
        Amount of Wire:___________   Date of Wire:_____________________
        Credit Acct. No.__________   Credit Acct. Name:________________
        ABA No.:__________________   Bank Name:________________________
                                     City & State:
        Account to Debit:_________
        Ref:___________    Advise:______________  Phone:_______________

                             REQUIRED DOCUMENTATION

Attached  please  find the  following  documents  in  connection  with the
above
request (Please check attached documents below):

Right
( )      Original and one copy of Mortgage Note
( )      Certified copy of Mortgage
( )      *Copy of Investor Purchase Commitment(or satisfactory evidence
thereof)
( )      *Copy of D -1 Settlement Statement or equivalent
         (Home Equity Loans and Title I Mortgage Loans only)
( )      *HUD 203(K) Maximum Mortgage Worksheet (203(k) Mortgage Loans
only)

Left
( )      *Request for Advance (original and one (1) copy)
( )      *Copy of settlement or funding check (if applicable)
( )      Recordable assignment of Mortgage
( )      Certified copies of interim assignments of Mortgage (if
applicable)
( )      *Bailee Pledge Agreement (only required for Wet Settlement
Advance)

Please Note: Items designated with the "*" are required prior to a Wet
Settlement Advance.

Authorized Signature:

_____________________________


             ___________________________________________________________
            [               FOR RFC INTERNAL USE ONLY                   ]
            [                                                           ]
            [ Repetitive Code:_____________ Date:_______________________]
            [                                                           ]
            [ Wire Initiator's Initials:___ Wire Verifier's Initials:___]
            [___________________________________________________________]


<PAGE>


                                                           EXHIBIT D-REP

                  PROCEDURES AND DOCUMENTATION FOR WAREHOUSING
                     REJECTED OR REPURCHASED MORTGAGE LOANS

     The following procedures and documentation requirements must be
observed in
all respects by the Company. All documents must be satisfactory to the
Lender in
its sole discretion.  Terms used below, which are not otherwise  defined,
shall
have the  meanings  given them in the  Agreement.  The HUD,  FNMA and FHLMC
form
numbers  referred to herein are for  convenience  only and the Company
shall use
the  equivalent  forms required at the time of delivery of the Mortgage
Loans or
Mortgage-backed  Securities.  All  Requests  for  Advance  (Exhibit  C-REP)
and
Collateral  Documents,  should be submitted to the Lender in a top tabbed,
legal
size manila file folder,  hole-punched and  acco-fastened in the order
specified
in the Request for Advance (Exhibit C-REP).  Each folder should be labelled
with
the mortgagor name(s), Company loan number and Company name. If a Wet
Settlement
Advance is being requested, the Request for Advance (Exhibit C-REP) and
required
Collateral   Documents   should  be  submitted  in  accordance  with  the
above
instructions.  The remaining  Collateral  Documents  should be submitted
with a
cover letter identifying the mortgagor name(s) and Company loan number.

I. Prior to making a Wet Settlement Advance against a Repurchased Mortgage
Loan,
   the Lender must receive the following:

     (1)  Estimate  of the amount of the  requested  Repurchase  Advance
one (1)
          Business Day prior to such Repurchase Advance.

     (2)  Original Request for Advance against Rejected or Repurchased
Mortgage
          Loans (Exhibit C-REP) and one (1) copy of same.

     (3)  Copy of Mortgage Note (Repurchased Mortgage Loan only).

     (4)  Bailee Pledge Agreement (Exhibit M).

     (5)  Investor repurchase demand letter (Repurchased Mortgage Loan
only).

     (6)  Summary of Mortgage Loan documentation or Investor problems,
expected
          cure period, and current payment history.

     The following must be received by the Lender within twenty (20) days
of the
date of the Wet Settlement Advance:

     (7)  Original signed  Mortgage Note,  endorsed by the Company in blank
with
          corresponding  interim endorsements,  if, applicable,  and one
copy of
          same.

     (8)  Original  or  certified  true  (by  recorder's  office)  copy  of
the
          Mortgage.

     (9)  Original  or  certified  true (by  recorder's  officer)  copies
of all
          interim assignments of the Mortgage. (If an interim assignment
has not
          been  recorded  or  sent  for   recordation,   such  original
interim
          assignment). Mortgage Note must bear corresponding endorsements.

     (10) An  assignment  of the Mortgage to the Lender in  recordable
form but
          unrecorded.

     (11) Original  ALTA  Mortgagee's  Policy of Title  Insurance or
equivalent
          thereto.

     (12) Original  VA  Loan  Guaranty   Certificate,   FHA  Mortgage
Insurance
          Certificate,   or  copy  of  Private  Mortgage  Insurance
Certificate
          (Conventional Loans, if applicable).

 II. Prior to the making of a Repurchase  Advance  (other than a Wet
Settlement
     Advance against a Repurchased  Mortgage Loan), the Lender must receive
all
     of the Collateral Documents listed in Section I above.

III. The Lender  exclusively shall deliver the Mortgage Notes and other
original
     Collateral Document  evidencing Pledged Mortgages or Pledged
Securities and
     related pool documents to the Investor, pool custodian or attorneys
     conducting foreclosure sales, unless otherwise agreed in writing.

A.   The following procedures are to be followed for deliveries of Pledged
     Mortgages:

     No later than one (1) Business Day prior to the requested shipment
date and
     no later  than one (1)  Business  Day prior to the  expiration  date
of the
     Purchase Commitment, the Lender must receive the following:

     (1)  Signed shipping instructions for the delivery of the Pledged
Mortgages
          including the following:

          (a)  Name and address of the office of the  Investor to which the
loan
               documents  are to be shipped,  the desired  shipping date
and the
               preferred method of delivery;

          (b)  Instructions for endorsement of the Mortgage Note;

          (c)  Names of mortgagor(s), Mortgage Note Amounts of Pledged
Mortgages
               to be shipped and the Company's loan number; and

          (d)  Commitment number and expiration date of the Purchase
Commitment.

     (2)  For  deliveries of Pledged  Mortgages to FNMA for cash  purchase,
the
          following additional documents are required:

          (a)  Copy of Loan  Schedule  (FNMA  Form  1068 or  1069)  showing
the
               Lender's  designated  FNMA  payee code as  recipient  of the
loan
               purchase proceeds.

     (3)  For deliveries of Pledged  Mortgages to FHLMC for cash  purchase,
the
          following additional documents are required:

          (a)  Original completed  Warehouse Lender Release of Security
Interest
               (FHLMC Form 996) to be executed  by the Lender,  designating
the
               Lender as the  Warehouse  Lender and showing the Cash
Collateral
               Account  designated  by the Lender as the  receiving
account for
               loan purchase proceeds.

          (b)  Copy of Wire Transfer Authorization for a Cash Warehouse
Delivery
               (FHLMC Form 987),  designating the Lender as the Warehouse
Lender
               and showing the Cash Collateral  Account designated by the
Lender
               as the receiving account for loan purchase proceeds.

 B. In the event Pledged  Mortgages are  delivered to a pool  custodian,
other
    than an  Approved  Custodian,  payment of the  related  Advance is
required
    within two (2) Business Days of shipment.

    The following  procedures  are to be  followed  for  deliveries  of
Pledged
    Mortgages to Approved Custodians:

    No later than one (1) Business Day prior to the  requested shipment
date and
    no later than one (1)  Business Day prior to required  delivery  date
to the
    Approved Custodian, the Lender must receive the following:

     (1)  Signed shipping instructions for the delivery of the Pledged
Mortgages
          to the Approved Custodian including the following:

          (a)  Name and address of the office of the Approved Custodian to
which
               the loan documents are to be shipped,  the desired  shipping
date
               and the preferred method of delivery;

          (b)  Instructions for endorsement of the Mortgage Note;

          (c)  Names of  mortgagor(s)  and  Mortgage  Note  Amounts  of
Pledged
               Mortgages to be shipped and the Company's loan number; and

          (d)  Commitment number and expiration date of the Purchase
Commitment
               for the Pledged Securities.

     (2)  For FMMA Mortgage-backed Securities issuance, the following
additional
          documents are required:

          (a)  Copy of Schedule of Mortgages (FNMA Form 2005 or 2025).

          (b)  Copy of Delivery  Schedule (FNMA Form 2014),  instructing
FNMA to
               issue the  Mortgage-backed  Securities in the name of the
Company
               with the Lender as pledges  and to  deliver  the  Mortgage-
backed
               Securities  to the Lender's  custody  account at Chemical
Bank NY
               (CHEMICAL   NYC/GEOCUST/MR9229490)   and  bearing  the
following
               instructions:  "These instructions may not be changed
without the
               prior written consent of Residential Funding Corporation,
Preston
               A. Lyvers, Director or Michele Troughton, Director."

     (3)  For  FHLMC   Mortgage-backed   Securities   issuance,   the
following
          additional documents are required:

          (a)  Copy of Settlement  Information and Delivery Authorization
(FHLMC
               Form 939),  designating  the Lender as the  Warehouse
Lender and
               instructing  FHLMC to deliver the  Mortgage-backed
Securities to
               the  Lender's  custody  account  at  Chemical  Bank NY
(CHEMICAL
               NYC/GEOCUST/MR9229490).

          (b)  Original  Warehouse  Lender Release of Security  Interest
(FHLMC
               Form 996) to be executed by the Lender, designating the
Lender as
               the  Warehouse  Lender  and  instructing  FHLMC  to  deliver
the
               Mortgage-backed  Securities  to the Lender's  custody
account at
               Chemical Bank NY (CHEMICAL NYC/GEOCUST/MR9229490).

     (4)  For GNMA Mortgage-backed Securities issuance, the following
additional
          documents are required:

          (a)  Signed original Schedule of Mortgages (HUD Form 11706).

          (b)  Signed  original   Schedule  of  Subscribers   (HUD  Form
11705)
               instructing GNMA to issue the  Mortgage-backed  Securities
in the
               name of the Company and  designating  Chemical  Bank as
Agent for
               the  Lender  as the  subscriber,  using the  following
language:
               CHEMICAL BANK AS AGENT FOR  RESIDENTIAL  FUNDING
CORPORATION SEG
               ACCT MANUF/CUST/MR9229490).  The following instructions must
also
               be included on the form:  "These  instructions may not be
changed
               without  the  prior  written   consent  of  Residential
Funding
               Corporation,  Preston A. Lyvers,  Director or Michele
Troughton,
               Director."

          (c)  Completed original Release of Security Interest (HUD Form
11711A)
               to be executed by the Lender.

     (5)  No later than two (2) Business Days prior to the  Settlement
Date for
          the  Mortgage-backed   Securities,  the  Lender  must  receive
signed
          Securities Delivery Instructions form attached hereto as Schedule
I.

C.   The  following procedures  are to be  followed  for  deliveries  of
Pledged
     Mortgages to attorneys conducting a foreclosure sale:

     No later than one (1) Business Day prior to the requested shipment
date and
     no later than one (1) Business Day prior to required  delivery  date
to the
     Attorney  conducting the  foreclosure  sale, the Lender must receive
signed
     shipping  instructions for the delivery of the Pledged Mortgages
including
     the following:

     (1)  Name and address of the office of the attorney to which the
Collateral
          Documents  are to be  shipped,  the  desired  shipping  date  and
the
          preferred method of delivery;

     (2)  Names of Mortgagor and Mortgage  Note Amounts of Pledged
Mortgages to
          be shipped; and

     (3)  Confirmation  that the  attorney  will  execute  and return the
bailee
          letter (acknowledged instructions from the Company to do so).

     Upon instruction by the Company, the Lender will complete the
endorsement
     of the Mortgage Note and make arrangements for the delivery of the
original
     Collateral Documents evidencing Pledged Mortgages or Pledged
Securities and
     related  original pool documents with the appropriate  bailee letter
to the
     Investor, Approved Custodian, other pool custodian or attorney
conducting a
     foreclosure sale. Upon receipt of  Mortgage-backed  Securities,  the
Lender
     will cause such Mortgage-backed  Securities to be delivered to the
Investor
     which issued the Purchase  Commitment.  Mortgage-backed  Securities
will be
     released to the Investor only upon payment of the purchase  proceeds
to the
     Lender.  Cash proceeds of sales of Pledged Mortgages and Pledged
Securities
     shall be applied  to  related  Repurchase  Advances  outstanding
under the
     Commitment.  Provided no Default exists, the Lender shall return any
excess
     proceeds of the sale of Mortgage Loans or Mortgage-backed Securities
to the
     Company, unless otherwise instructed in writing.



<PAGE>


                                                               SCHEDULE I
                         RESIDENTIAL FUNDING CORPORATION
                          WAREHOUSING LENDING DIVISION

                         Security Delivery Instructions

INSTRUCTIONS MUST BE RECEIVED TWO (2) BUSINESS DAYS IN ADVANCE OF
PICK-UP/DELIVERY

BOOK-ENTRY DATE:_____________   SETTLEMENT DATE:_______________________
ISSUER:______________________   SECURITY: $____________________________
NO. OF CERTIFICATES:_________   1)_____________________________________
                                2)_____________________________________
                                3)_____________________________________

CUSIP #________________
Pool #_________________  MI#________ Coupon Rate:______________________
Issue Date:(M/D/Y)__________________ Maturity Date: (M/D/Y)____________

POOL TYPE (circle one):

GNMA:    GNMA I      GNMA II
FHLMC:   FIXED       ARM         DISCOUNT NOTE
FNMA:    FIXED       ARM         DISCOUNT NOTE     DEBENTURES     REMIC

-----------------------------------------------------------------------
DELIVER TO:_______________________ ( ) Versus Payment
           _______________________ DVP AMT. $__________________________
           _______________________ ( ) Free Delivery
DELIVER TO:_______________________ ( ) Versus Payment
           _______________________ DVP AMT. $_________________________
           _______________________ ( ) Free Delivery
DELIVER TO:_______________________ ( ) Versus Payment
           _______________________ DVP AMT. $__________________________
           _______________________ ( ) Free Delivery

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

AUTHORIZED SIGNATURE:__________________________________________________

TITLE:_________________________________________________________________



<PAGE>


                                                             EXHIBIT D-SF

                  PROCEDURES AND DOCUMENTATION FOR WAREHOUSING
                          SINGLE FAMILY MORTGAGE LOANS

         The  following  procedures  and  documentation   requirements
must  be
observed in all respects by the Company.  All documents must be
satisfactory to
the Lender in its sole  discretion.  Terms used below,  which are not
otherwise
defined, shall have the meanings given them in the Agreement.  The HUD,
FNMA and
FHLMC form numbers  referred to herein are for convenience  only and the
Company
shall use the equivalent  forms required at the time of delivery of the
Mortgage
Loans or  Mortgage-backed  Securities.  All Requests for Advance and
Collateral
Documents,  should be submitted to the Lender in a top tabbed, legal size
manila
file  folder,  hole-punched  and  acco-fastened  in the order  specified
in the
Request for Advance.  Each folder should be labelled with the mortgagor
name(s),
Company  loan  number and Company  name.  If a Wet  Settlement  Advance is
being
requested,  the Request for Advance and required Collateral  Documents
should be
submitted in accordance with the above  instructions.  The remaining
Collateral
Documents should be submitted with a cover letter identifying the mortgagor
name
(A) and Company loan number.

I.   Prior to making a Wet Settlement Advance, the Lender must receive the
     following:

     (1)  Estimate of the amount of the  requested  Advance one (1)
Business Day
          prior to such Advance.

     (2)  Copy  of  settlement  or  funding  check  issued  to the
escrow/title
          company, if applicable.

     (3)  Original  Request for Advance  against  Single Family  Mortgage
Loans
          (Exhibit C-SF) and one (1) copy of same.

     (4)  Copy of the Purchase Commitment or satisfactory evidence thereof.

     (5)  Bailee Pledge  Agreement  (only required for Wet  Settlement
Advance)
          (Exhibit M).

     (6)  A copy of the HUD-1  Settlement  Statement or equivalent  (Home
Equity
          Mortgage Loans and Title I Mortgage Loans only).

     (7)  A copy of HUD 203(K) Maximum Mortgage Worksheet (203(k) Mortgage
Loans
          only).

     The  following must be received by the Lender within five (5) Business
Days
     of the date of the Wet Settlement Advance:

     (8)  Original signed  Mortgage Note,  endorsed by the Company in blank
with
          corresponding  interim  endorsements,  if applicable,  and one
copy of
          same.

     (9)  Copy of the Mortgage certified true by the escrow/title company.

     (10) Copies of all interim  assignments  of the Mortgage  certified
true by
          the escrow/title company (recorded or sent for recordation).
Mortgage
          Note must bear corresponding endorsements.

     (11) An  assignment  of the Mortgage to the Lender in  recordable
form but
          unrecorded.

II.  Prior to the making of an Advance  (other than a Wet  Settlement
Advance),
     the Lender must receive all of the Collateral Documents listed in
Section I
     above.

III. The Lender  exclusively shall deliver the Mortgage Notes and other
original
     Collateral Documents evidencing Pledged Mortgages or Pledged
Securities and
     related pool documents to the Investor or pool custodian,  unless
otherwise
     agreed in writing.

A.   The  following  procedures  are to be followed  for  deliveries  of
Pledged
     Mortgages:

     No later than one (1) Business Day prior to the requested shipment
date and
     no later  than one (1)  Business  Day prior to the  expiration  date
of the
     Purchase Commitment, the Lender must receive the following:

     (1)  Signed  shipping  instructions  for the  delivery  of the Pledged
          Mortgages including the following:

          (a)  Name and address of the office of the  Investor to which the
loan
               documents  are to be shipped,  the desired  shipping date
and the
               preferred method of delivery;

          (b)  Instructions for endorsement of the Mortgage Note;

          (c)  Names of mortgagor(s), Mortgage Note Amounts of Pledged
Mortgages
               to be shipped and the Company's loan number; and

          (d)  Commitment number and expiration date of the Purchase
Commitment.

     (2)  For  deliveries of Pledged  Mortgages to FNMA for cash  purchase,
the
          following additional documents are required:

          (a)  Copy of Loan  Schedule  (FNMA  Form  106B or  1069)  showing
the
               Lender's  designated  FNMA  payee code as  recipient  of the
loan
               purchase proceeds.

     (3)  For deliveries of Pledged  Mortgages to FHLMC for cash  purchase,
the
          following additional documents are required:

          (a)  Original completed  Warehouse Lender Release of Security
Interest
               (FHLMC Form 996) to be executed  by the Lender,  designating
the
               Lender as the  Warehouse  Lender and showing the Cash
Collateral
               Account  designated  by the Lender as the  receiving
account for
               loan purchase proceeds.

          (b)  Copy of Wire Transfer Authorization for a Cash Warehouse
Delivery
               (FHLMC Form 987),  designating the Lender as the Warehouse
Lender
               and showing the Cash Collateral  Account designated by the
Lender
               as the receiving account for loan purchase proceeds.

B.   In the event  ledged  Mortgages are  delivered to a pool custodian,
other
     than an Approved Custodian, payment of the related  Advance is
required
     within two (2) Business Days of shipment.

     The following  procedures  are to be followed for deliveries of
Pledged
     Mortgages to Approved Custodians:

     No later than one (1) Business Day prior to the requested shipment
date
     and no later than one (1) Business Day prior to required  delivery
date
     to the Approved Custodian, the Lender must receive the following:

     (1)  Signed shipping instructions for the delivery of the Pledged
Mortgages
          to the Approved Custodian including the following:

          (a)  Name and address of the office of the Approved Custodian to
which
               the loan documents are to be shipped,  the desired  shipping
date
               and the preferred method of delivery;

          (b)  Instructions for endorsement of the Mortgage Note;

          (c)  Names of  mortgagor(s)  and  Mortgage  Note  Amounts  of
Pledged
               Mortgages to be shipped and the Company's loan number; and

          (d)  Commitment number and expiration date of the Purchase
Commitment
               for the Pledged Securities.  For FNMA Mortgage-backed
Securities
               issuance,  the following additional  documents are required:
(a)
               Copy of Schedule of Mortgages (FNMA Form 2005 or 2025).

          (e)  Copy of Delivery  Schedule (ANNA Form 2014),  instructing
FNMA to
               issue the  Mortgage-backed  Securities in the name of the
Company
               with the Lender as pledges  and to  deliver  the  Mortgage-
backed
               Securities to the Lender's  custody  account a t Chemical
Bank NY
               (CHEMICAL   NYC/GEOCUST/MR9229490)   and  bearing  the
following
               instructions:  "These instructions may not be changed
without the
               prior written consent of Residential Funding Corporation,
Preston
               A. Lyvers,  Vice President or Michele  Troughton,  Assistant
Vice
               President."

     (2)  For FLHMC Mortgage-backed  Securities issuance,  the lowing
additional
          documents are required:

          (a)  Copy of Settlement  Information and Delivery Authorization
(FHLMC
               Form 939),  designating  the Lender as the  Warehouse
Lender and
               instructing  FHLMC to deliver the  Mortgage-backed
Securities to
               the  Lender's  custody  account  at  Chemical  Bank NY
(CHEMICAL
               NYC/GEOCUST/MR9229490)

          (b)  Original  Warehouse  Lender Release of Security  Interest
(FHLMC
               Form 996) to be executed by the Lender, designating the
Lender as
               the  Warehouse  Lender  and  instructing  FHLMC  to  deliver
the
               Mortgage-backed  Securities  to the Lender's  custody
account at
               Chemical Bank NY (CHEMICAL NYC/GEOCUST/MR9229490).

     (3)  For GNMA Mortgage-backed Securities issuance, the following
additional
          documents are required:

          (a)  Signed original Schedule of Mortgages (HUD Form 11706).

          (b)  Signed  original   Schedule  of  Subscribers   (HUD  Form
11705)
               instructing GNMA to issue the  Mortgage-backed  Securities
in the
               name of the Company and  designating  Chemical  Bank as
Agent for
               the  Lender  as the  subscriber,  using the  following
language:
               CHEMICAL BANK AS AGENT FOR  RESIDENTIAL  FUNDING
CORPORATION SEG
               ACCT MANUF/CUST/MR9229490).  The following instructions must
also
               be included on the form:  "These  instructions may not be
changed
               without  the  prior  written   consent  of  Residential
Funding
               Corporation,   Preston  A.  Lyvers,  Vice  President  or
Michele
               Troughton, Assistant Vice President."

          (c)  Completed  original  Release  of  Security  Interest  (lIUD
Form
               11711A) to be executed by the Lender.

     (5)  No later than two (2) Business Days prior to the  Settlement
Date for
          the  Mortgage-backed   Securities,  the  Lender  must  receive
signed
          Securities Delivery Instructions form attached hereto as Schedule
I.

Upon instruction by the Company, the Lender will complete the endorsement
of the
Mortgage Note and make arrangements for the delivery of the original
Collateral
Documents  evidencing  Pledged  Mortgages  or  Pledged  Securities  and
related
original  pool  documents  with the  appropriate  bailee letter to the
Investor,
Approved  Custodian,  or other pool custodian.  Upon receipt of  Mortgage-
backed
Securities,  the  Lender  will  cause  such  Mortgage-backed  Securities
to  be
delivered to the Investor which issued the Purchase Commitment.  Mortgage-
backed
Securities  will be released to the  Investor  only upon payment of the
purchase
proceeds to the Lender.  Cash proceeds of sales of Pledged Mortgages and
Pledged
Securities  shall  be  applied  to  related  Advances   outstanding   under
the
Commitment.  Provided  no Default  exists,  the Lender  shall  return any
excess
proceeds  of the sale of Mortgage  Loans or  Mortgage-backed  Securities
to the
Company, unless otherwise instructed in writing.



<PAGE>




                                                               SCHEDULE I
                         RESIDENTIAL FUNDING CORPORATION
                          WAREHOUSING LENDING DIVISION

                         Security Delivery Instructions

INSTRUCTIONS MUST BE RECEIVED TWO (2) BUSINESS DAYS IN ADVANCE OF
PICK-UP/DELIVERY

BOOK-ENTRY DATE:_____________   SETTLEMENT DATE:_______________________
ISSUER:______________________   SECURITY: $____________________________
NO. OF CERTIFICATES:_________   1)_____________________________________
                                2)_____________________________________
                                3)_____________________________________

CUSIP #________________
Pool #_________________  MI#________ Coupon Rate:______________________
Issue Date:(M/D/Y)__________________ Maturity Date: (M/D/Y)____________

POOL TYPE (circle one):

GNMA:    GNMA I      GNMA II
FHLMC:   FIXED       ARM         DISCOUNT NOTE
FNMA:    FIXED       ARM         DISCOUNT NOTE     DEBENTURES     REMIC

-----------------------------------------------------------------------
DELIVER TO:_______________________ ( ) Versus Payment
           _______________________ DVP AMT. $__________________________
           _______________________ ( ) Free Delivery
DELIVER TO:_______________________ ( ) Versus Payment
           _______________________ DVP AMT. $__________________________
           _______________________ ( ) Free Delivery
DELIVER TO:_______________________ ( ) Versus Payment
           _______________________ DVP AMT. $__________________________
           _______________________ ( ) Free Delivery

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

AUTHORIZED SIGNATURE:__________________________________________________

TITLE:_________________________________________________________________



<PAGE>


                                                                EXHIBIT A-1

             FIRST AMENDED AND RESTATED WAREHOUSING PROMISSORY NOTE

$10,000,000                                            Date: February 25,
1996


         FOR  VALUE  RECEIVED,  the  undersigned,  MONUMENT  MORTGAGE,
INC.,  a
California corporation, (herein called the "Company"), hereby promises to
pay to
the order of  RESIDENTIAL  FUNDING  CORPORATION,  a  Delaware  corporation
(the
"Lender" or,  together with its  successors  and assigns,  the  "Holder')
whose
principal  place  of  business  is  8400  Normandale  Lake  Blvd.,   Suite
600,
Minneapolis, Minnesota 55437, or at such other place as the Holder may
designate
from time to time, the principal sum of Ten Million Dollars  ($10,000,000)
or so
much thereof as may be outstanding from time to time pursuant to the
Warehousing
Credit and  Security  Agreement  described  below,  and to pay  interest on
said
principal  sum or such part  thereof as shall  remain  unpaid from time to
time,
from the date of each  Advance  until  repaid in full,  and all  other
fees and
charges due under the  Agreement,  at the rate and at the times set forth
in the
Agreement.  All payments  hereunder  shall be made in lawful money of the
United
States and in immediately available funds.

         This Note is given to  evidence  an actual  warehouse  facility
in the
above amount and is the Warehousing  Promissory Note referred to in that
certain
Warehousing  Credit and Security  Agreement  (the  "Agreement")  dated
March 22,
1995,  between  the  Company  and the  Lender,  as the  same may be
amended  or
supplemented  from  time to  time,  and is  entitled  to the  benefits
thereof.
Reference  is hereby  made to the  Agreement  (which is  incorporated
herein by
reference  as fully and with the same  effect as if set forth  herein at
length)
for  a  description  of  the  Collateral,  a  statement  of  the  covenants
and
agreements,  a statement  of the rights and  remedies  and  securities
afforded
thereby and other  matters  contained  therein.  Capitalized  terms used
herein,
unless  otherwise  defined  herein,  shall have the  meanings  given them
in the
Agreement.

         This Note is given in replacement for, and not in satisfaction of,
that
certain  Warehousing  Promissory  Note dated March 22,  1995,  and issued
by the
Company to evidence its obligations  under the Agreement (the "Existing
Note").
All amounts owed by the Company  under the  Existing  Note  (including,
without
limitation,  the unpaid principal thereunder,  interest accrued thereon and
fees
accrued  under the  Agreement,  whether or not yet due and owing) as of the
date
hereof, shall be owed hereunder.

         This  Note may be  prepaid  in  whole  or in part at any  time
without
premium or penalty.

         Should this Note be placed in the hands of  attorneys  for
collection,
the  Company  agrees to pay, in addition to  principal  and  interest,
fees and
charges  due under the  Agreement,  any and all costs of  collecting  this
Note,
including reasonable attorneys' fees and expenses.

         The Company hereby waives demand, notice, protest and presentment.

         This Note shall be construed and enforced in  accordance  with the
laws
of the State of Minnesota,  without  reference to its principles of
conflicts of
law.

         IN WITNESS  WHEREOF,  the Company has executed  this Note as of
the day
and year first above written.


                               MONUMENT MORTGAGE, INC.,
                               a California corporation


                               By:_______________________________________

                               Its:______________________________________


STATE OF                  )
                          )  ss
COUNTY OF                 )

         On , 1996,  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 A-2

               FIRST AMENDED AND RESTATED SUBLIMIT PROMISSORY NOTE

$5,000,000                                             Date: February 29,
1996

         FOR  VALUE  RECEIVED,  the  undersigned,  MONUMENT  MORTGAGE,
INC.,  a
California corporation, (herein called the "Company"), hereby promises to
pay to
the order of  RESIDENTIAL  FUNDING  CORPORATION,  a  Delaware  corporation
(the
"Lender' or,  together with its  successors  and assigns,  the  "Holder')
whose
principal  place  of  business  is  8400  Normandale  Lake  Blvd.,   Suite
600,
Minneapolis, Minnesota 55437, or at such other place as the Holder may
designate
from time to time, the principal sum of Five Million Dollars  ($5,000,000)
or so
much thereof as may be outstanding from time to time pursuant to the
Warehousing
Credit and  Security  Agreement  described  below,  and to pay  interest on
said
principal  sum or such part  thereof as shall  remain  unpaid from time to
time,
from the date of each  Advance  until  repaid in full,  and all  other
fees and
charges due under the  Agreement,  at the rate and at the times set forth
in the
Agreement.  All payments  hereunder  shall be made in lawful money of the
United
States and in immediately available funds.

         This Note is given to  evidence  an actual  warehouse  facility
in the
above amount and is the  Sublimit  Promissory  Note  referred to in that
certain
Warehousing  Credit and Security  Agreement  (the  "Agreement")  dated
March 22,
1995,  between  the  Company  and the  Lender,  as the  same may be
amended  or
supplemented  from  time to  time,  and is  entitled  to the  benefits
thereof.
Reference  is hereby  made to the  Agreement  (which is  incorporated
herein by
reference  as fully and with the same  effect as if set forth  herein at
length)
for  a  description  of  the  Collateral,  a  statement  of  the  covenants
and
agreements,  a statement  of the rights and  remedies  and  securities
afforded
thereby and other  matters  contained  therein.  Capitalized  terms used
herein,
unless  otherwise  defined  herein,  shall have the  meanings  given them
in the
Agreement.

         This Note is given in replacement for, and not in satisfaction of,
that
certain Sublimit Promissory Note dated March 22, 1995, and issued by the
Company
to evidence its  obligations  under the Agreement  (the  "Existing  Note').
All
amounts  owed  by the  Company  under  the  Existing  Note  (including,
without
limitation,  the unpaid principal thereunder,  interest accrued thereon and
fees
accrued  under the  Agreement,  whether or not yet due and owing) as of the
date
hereof, shall be owed hereunder.

         This  Note may be  prepaid  in  whole  or in part at any  time
without
premium or penalty.

         Should this Note be placed in the hands of  attorneys  for
collection,
the  Company  agrees to pay, in addition to  principal  and  interest,
fees and
charges  due under the  Agreement,  any and all costs of  collecting  this
Note,
including reasonable attorneys' fees and expenses.

         The Company hereby waives demand, notice, protest and presentment.

         This Note shall be construed and enforced in  accordance  with the
laws
of the State of Minnesota,  without  reference to its principles of
conflicts of
law.

         IN WITNESS  WHEREOF,  the Company has executed  this Note as of
the day
and year first above written.



                                   MONUMENT MORTGAGE, INC.,
                                   a California corporation


                                   By:_____________________________________

                                   Its:____________________________________

STATE OF                    )
                            )  ss
COUNTY OF                   )

         On , 1996,  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 A-3

           FIRST AMENDED AND RESTATED WORKING CAPITAL PROMISSORY NOTE

$1,000,000                                            Date: February 29,
1996

         FOR  VALUE  RECEIVED,  the  undersigned,  MONUMENT  MORTGAGE,
INC.,  a
California corporation, (herein called the "Company"), hereby promises to
pay to
the order of  RESIDENTIAL  FUNDING  CORPORATION,  a  Delaware  corporation
(the
Blenders' or,  together with its  successors  and assigns,  the "Holder")
whose
principal  place  of  business  is  8400  Normandale  Lake  Blvd.,   Suite
600,
Minneapolis, Minnesota 55437, or at such other place as the Holder may
designate
from time to time, the principal sum of One Million  Dollars  ($1,000,000)
or so
much thereof as may be outstanding from time to time pursuant to the
Warehousing
Credit and  Security  Agreement  described  below,  and to pay  interest on
said
principal  sum or such part  thereof as shall  remain  unpaid from time to
time,
from the date of each  Advance  until  repaid in full,  and all  other
fees and
charges due under the  Agreement,  at the rate and at the times set forth
in the
Agreement.  All payments  hereunder  shall be made in lawful money of the
United
States and in immediately available funds.

         This Note is given to evidence an actual  working  capital
facility in
the above amount and is the Working Capital  Promissory Note referred to in
that
certain  Warehousing Credit and Security Agreement (the "Agreement") dated
March
22,  1995,  between the  Company  and the Lender,  as the same may be
amended or
supplemented  from  time to  time,  and is  entitled  to the  benefits
thereof.
Reference  is hereby  made to the  Agreement  (which is  incorporated
herein by
reference  as fully and with the same  effect as if set forth  herein at
length)
for  a  description  of  the  Collateral,  a  statement  of  the  covenants
and
agreements,  a statement  of the rights and  remedies  and  securities
afforded
thereby and other  matters  contained  therein.  Capitalized  terms used
herein,
unless  otherwise  defined  herein,  shall have the  meanings  given them
in the
Agreement.

         This Note is given in replacement for, and not in satisfaction of,
that
certain Working Capital  Promissory Note dated March 22, 1995, and issued
by the
Company to evidence its obligations  under the Agreement (the "Existing
Note").
All amounts owed by the Company  under the  Existing  Note  (including,
without
limitation,  the unpaid principal thereunder,  interest accrued thereon and
fees
accrued  under the  Agreement,  whether or not yet due and owing) as of the
date
hereof, shall be owed hereunder.

         This  Note may be  prepaid  in  whole  or in part at any  time
without
premium or penalty.

         Should this Note be placed in the hands of  attorneys  for
collection,
the  Company  agrees to pay, in addition to  principal  and  interest,
fees and
charges  due under the  Agreement,  any and all costs of  collecting  this
Note,
including reasonable attorneys' fees and expenses.

         The Company hereby waives demand, notice, protest and presentment.

         This Note shall be construed and enforced in  accordance  with the
laws
of the State of Minnesota,  without  reference to its principles of
conflicts of
law.

         IN WITNESS  WHEREOF,  the Company has executed  this Note as of
the day
and year first above written.


                                   MONUMENT MORTGAGE, INC.,
                                   a California corporation


                                   By:__________________________________

                                   Its:_________________________________

STATE OF                 )
                         )  ss
COUNTY OF                )

         On , 1996,  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>


                            TERM LOAN PROMISSORY NOTE

$1,000,000                                          Date: March 22, 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
Menders or,  together  with its  successors  and assigns,  the  "Holder")
whose
principal  place  of  business  is  8400  Normandale  Lake  Blvd.,   Suite
600,
Minneapolis, Minnesota 55437, or at such other place as the Holder may
designate
from time to time, the principal sum of One Million  Dollars  ($1,000,000)
or so
much thereof as may be outstanding from time to time pursuant to the
Warehousing
Credit and  Security  Agreement  described  below,  and to pay  interest on
said
principal  sum or such part  thereof as shall  remain  unpaid from time to
time,
from the date of each  Advance  until  repaid in full,  and all  other
fees and
charges due under the  Agreement,  at the rate and at the times set forth
in the
Agreement.  All payments  hereunder  shall be made in lawful money of the
United
States and in immediately available funds

         This Note is given to  evidence  an actual  term loan  facility
in the
above  amount and is the Working  Capital  Promissory  Note  referred to in
that
certain  Warehousing  Credit and Security  Agreement (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  covenant"
and
agreements,  a statement  of the rights and  remedies  and  securities
afforded
thereby and other  matters  contained  therein.  Capitalized  terms used
herein,
unless  otherwise  defined  herein,  shall have the  meanings  given them
in the
Agreement.

         This  Note may be  prepaid  in  whole  or in part at any  time
without
premium or penalty.

         Should this Note be placed in the hands of  attorneys  for
collection,
the  Company  agrees to pay, in addition to  principal  and  interest,
fees and
charges  due under the  Agreement,  any and all costs of  collecting  this
Note,
including reasonable attorneys' fees and expenses.

         The Company hereby waives demand, notice, protest and presentment.

         This Note shall be construed and enforced in  accordance  with the
laws
of the State of Minnesota,  without  reference to its principles of
conflicts of
law.

         IN WITNESS  WHEREOF,  the Company has executed  this Note as of
the day
and year first above written.


                                    MONUMENT MORTGAGE, INC.,
                                    a California corporation


                                    By:___________________________________

                                    Its:  Senior V.P. / CFO

STATE OF               )
                       )  ss
COUNTY OF              )

         On March  22,  1995,  1996,  before  me, a  Notary  Public,
personally
appeared  {ai;  Garrogies,  the Sr. V.P. / 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)



<PAGE>


                                                      EXHIBIT I-SF

                              OFFICER'S CERTIFICATE


               Reference is made to that certain Warehousing Credit and
Security
          Agreement  (Single Family Mortgage Loans) between  MONUMENT
MORTGAGE,
          INC., a California corporation (the "Company") and RESIDENTIAL
FUNDING
          CORPORATION,  a Delaware corporation (the "Lender"), dated as of
March
          22, 1995 (as the same may be amended, modified, supplemented,
renewed
          or restated from time to time, the "Agreement"). All capitalized
terms
          used herein and all Section  numbers given herein refer to those
terms
          and Sections set forth in the Agreement. This Officer's
Certificate is
          submitted to the Lender pursuant to Section 6.2(d) of the
Agreement.

         The undersigned  hereby certifies to the Lender that as of the
close of
business on , 19__  ("Statement  Date",) and with respect to the Company
and its
Subsidiaries on a consolidated basis:

     1.   As illustrated in the attached  calculations  supporting this
Officers
          Certificate,  the Company met the covenants set forth in Sections
7.6,
          7.7, 7.8, 7.9, 7.10, 7.11 and 7.12, or if the Company did not
meet any
          of such covenants,  a detailed  explanation is attached  setting
forth
          the nature and period of the  existence  of the Default and the
action
          the Company has taken,  is taking,  and  proposes to take with
respect
          thereto.

     2.   No Servicing Contracts have been sold or pledged by the Company
except
          as permitted under the terms of the Agreement.

     3.   No recourse Servicing Contracts have been acquired by the
Company.

     4.   No payments in advance of the  scheduled  maturity date have been
made
          with  respect to any  Subordinated  Debt.  The Company has
incurred no
          Debt required to be subordinated pursuant to Section 6.10.

     5.   The  Company  was in  compliance  with  the  applicable  HUD,
GNMA or
          Investor net worth  requirements,  and in good  standing with VA,
HUD,
          GNMA and each Investor.

     6.   I have reviewed the terms of the Agreement and have made, or
caused to
          be made under my  supervision,  a review in  reasonable  detail
of the
          transactions  and conditions of the Company (and, if  applicable,
its
          Subsidiaries)  and such review has not disclosed the existence,
and I
          have no  knowledge  of the  existence,  of any  Default  or
Event  of
          Default,  or if any Default or Event of Default  existed or
exists,  a
          detailed  explanation is attached  specifying the nature and
period of
          the existence of the Default and the action the Company has
taken,  is
          taking and proposes to take with respect thereto.

     7.   Pursuant to Section 6.2 of the  Agreement,  enclosed are the
financial
          statements  of the Company as of the  Statement  Date.  The
financial
          statements  for the period ending on the Statement Date fairly
present
          the  financial  condition  and results of  opel^acions  of the
Company
          (ana, if applicable, its Subsidiaries) as at the Statement Date.


Dated:___________________

                            MONUMENT MORTGAGE, INC.,
                            a California corporation



                            By:_______________________________

                            Its:______________________________


<PAGE>


                  CALCULATIONS SUPPORTING OFFICER'S CERTIFICATE

Company Name: MONUMENT MORTGAGE, INC. and its Subsidiaries

Statement Date:____________________

All financial calculations set forth herein are as of the Statement Date.

I.  TANGIBLE NET WORTH

    A.  Tangible Net Worth of the Company is:

        Excess of total assets over total liabilities:        $____________
        Plus:    Loan loss reserves:                          $____________
        Plus:    Subordinated Debt not due within
                 one year of the Statement Date
                 (or any portion thereof):                    $____________
        Minus:   Advances to owners, officers or
                 Affiliates:                                  $____________
                 Minus:   Investments in Affiliates:          $____________
                 Minus:   Assets pledged to secure liabilities
                          not included in Debt:               $____________
                 Minus:   Intangible assets:                  $____________
                 Minus:   Any other HUD nonacceptable assets: $____________
                 Minus:   Other assets unacceptable to the
                          Lender:                             $____________

                 TANGIBLE NET WORTH                       $________________

     B. Requirements of Section 7.8 of the Agreement:

        MINIMUM TANGIBLE NET WORTH OF $1,500,000.

     C. Covenant Satisfied:___________   Covenant Not
Satisfied:____________

II.  ADJUSTED TANGIBLE NET WORTH

     A. Adjusted Tangible Net Worth of the Company is:

        Tangible Net Worth (from IA above)
$_____________
        Minus:   Capitalized excess servicing fees
$_____________
        Minus:   Capitalized excess servicing rights
$_____________
        Plus:    Deferred taxes arising from
                 capitalized excess servicing fees:
$_____________
        Plus:    1% of Adjusted Servicing Portfolio
                 (from IIIA below):
$_____________

        ADJUSTED TANGIBLE NET WORTH
$__________________

     B. Requirements of Section 7.9 of the Agreement:

        MINIMUM ADJUSTED TANGIBLE NET WORTH OF $4,500,000.

     C. Covenant Satisfied:___________   Covenant Not
Satisfied:____________

III. ADJUSTED SERVICING PORTFOLIO

     A. Adjusted Servicing Portfolio of the Company is:

        Servicing Portfolio owned by the Company is:
$_____________
        Minus:   The unpaid principal balance of
                 Mortgage Loans:
$_____________
                           Past due 60 days or more:
$_____________
                           Sold with recourse:
$_____________
                           For which the Servicing Contracts
                           are pledged:
$_____________
                           Serviced by Company for others under
                           subservicing arrangements:
$_____________

        ADJUSTED SERVICING PORTFOLIO
$__________________

     B. Requirements of Section 7.10 of the Agreement:

        ADJUSTED SERVICING PORTFOLIO OF $250,000,000.

     C. Covenant Satisfied:______ Covenant Not Satisfied:________

IV.  DEBT OF THE COMPANY

     Total liabilities
$_____________
         Minus: Loan loss reserves:
$_____________
         Minus: Subordinated Debt not due within one year
                of the Statement Date (or any portion
                thereof):
$_____________
         Minus: Deferred taxes arising from
                capitalized excess servicing fees:
$_____________

                  DEBT
$_________________

V.   RATIO OF DEBT TO ADJUSTED TANGIBLE NET WORTH

     A. The ratio of Debt to Adjusted Tangible Net Worth (IV to
                  II.A) is:                      ______ to 1

     B. Requirements of Section 7.7 of the Agreement:

        The ratio of Debt to Adjusted Tangible Net Worth shall not
        exceed 15 to 1.

     C. Covenant Satisfied:_______ Covenant Not Satisfied:__________

VI.  DIVIDENDS

     A. The dividends declared or paid by the Company during the current
fiscal
        year was:                                        $__________

     B. Requirements of Section 7.11 of the Agreement:

        No   dividends   shall  be  declared  or  paid  in  excess  of
        twenty-five percent (25%) of the Company's net after-tax income.

     C. Covenant Satisfied:_________ Covenant Not Satisfied:__________

VII. CURRENT RATIO OF THE COMPANY

     A. Consolidated current assets of the Company:       $__________

     B. Consolidated current liabilities of the Company:  $__________

     C. Consolidated current ratio (VII.A to VII.B) is:   _____ to 1.0

     D. Requirements of Section 7.6 of the Agreement:

        The  ratio of  consolidated  current  assets  to  consolidated
        current liabilities shall not be less than 1.01 to 1.

     E. Covenant Satisfied:________  Covenant Not Satisfied:__________

VIII. TRANSACTIONS WITH AFFILIATES

     A. Loans, advances, and extensions of credit made by the Company to
its
        Affiliates total:                                  $__________

     B. Capital contributions made by the Company to its Affiliates
        total:                                             $__________

     C. Management fees paid to Affiliates during the current
        fiscal year total:                                 $__________

     D. Requirements of Section 7.12 of the Agreement:

          1.   No loans,  advances or  extensions of credit shall be made
by the
               Company to Affiliates.

               Covenant Satisfied:_______ Covenant Not Satisfied:_______

          2.   No  capital  contributions  shall be made by the  Company
to any
               Affiliate.

               Covenant Satisfied:_______ Covenant Not Satisfied:_________

          3.   No Management fees shall be paid by the Company to
Affiliates.

               Covenant Satisfied:_______ Covenant Not Satisfied:_________



<PAGE>


             FIRST AMENDED AND RESTATED WAREHOUSING PROMISSORY NOTE

$10,000,000                                            Date: February 29,
1996


         FOR  VALUE  RECEIVED,  the  undersigned,  MONUMENT  MORTGAGE,
INC.,  a
California corporation, (herein called the "Company"), hereby promises to
pay to
the order of  RESIDENTIAL  FUNDING  CORPORATION,  a  Delaware  corporation
(the
"Lender" or,  together with its  successors  and assigns,  the  "Holder")
whose
principal  place  of  business  is  8400  Normandale  Lake  Blvd.,   Suite
600,
Minneapolis, Minnesota 55437, or at such other place as the Holder may
designate
from time to time, the principal sum of Ten Million Dollars  ($10,000,000)
or so
much thereof as may be outstanding from time to time pursuant to the
Warehousing
Credit and  Security  Agreement  described  below,  and to pay  interest on
said
principal  sum or such part  thereof as shall  remain  unpaid from time to
time,
from the date of each  Advance  until  repaid in full,  and all  other
fees and
charges due under the  Agreement,  at the rate and at the times set forth
in the
Agreement.  All payments  hereunder  shall be made in lawful money of the
United
States and in immediately available funds.

         This Note is given to  evidence  an actual  warehouse  facility
in the
above amount and is the Warehousing  Promissory Note referred to in that
certain
Warehousing  Credit and Security  Agreement  (the  "Agreement")  dated
March 22,
1995,  between  the  Company  and the  Lender,  as the  same may be
amended  or
supplemented  from  time to  time,  and is  entitled  to the  benefits
thereof.
Reference  is hereby  made to the  Agreement  (which is  incorporated
herein by
reference  as fully and with the same  effect as if set forth  herein at
length)
for  a  description  of  the  Collateral,  a  statement  of  the  covenants
and
agreements,  a statement  of the rights and  remedies  and  securities
afforded
thereby and other  matters  contained  therein.  Capitalized  terms used
herein,
unless  otherwise  defined  herein,  shall have the  meanings  given them
in the
Agreement.

         This Note is given in replacement for, and not in satisfaction of,
that
certain  Warehousing  Promissory  Note dated March 22,  1995,  and issued
by the
Company to evidence its obligations  under the Agreement (the "Existing
Note").
All amounts owed by the Company  under the  Existing  Note  (including,
without
limitation,  the unpaid principal thereunder,  interest accrued thereon and
fees
accrued  under the  Agreement,  whether or not yet due and owing) as of the
date
hereof, shall be owed hereunder.

         This  Note may be  prepaid  in  whole  or in part at any  time
without
premium or penalty.

         Should this Note be placed in the hands of  attorneys  for
collection,
the  Company  agrees to pay, in addition to  principal  and  interest,
fees and
charges  due under the  Agreement,  any and all costs of  collecting  this
Note,
including reasonable attorneys' fees and expenses.

         The Company hereby waives demand, notice, protest and presentment.

         This Note shall be construed and enforced in  accordance  with the
laws
of the State of Minnesota,  without  reference to its principles of
conflicts of
law.

         IN WITNESS  WHEREOF,  the Company has executed  this Note as of
the day
and year first above written.



                                      MONUMENT MORTGAGE, INC.,
                                      a California corporation


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

STATE OF               )
                       )  ss
COUNTY OF              )

         On March 8, 1996, 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)



<PAGE>


               FIRST AMENDED AND RESTATED SUBLIMIT PROMISSORY NOTE


$5,000,000                                             Date: February 29,
1996


         FOR  VALUE  RECEIVED,  the  undersigned,  MONUMENT  MORTGAGE,
INC.,  a
California corporation, (herein called the "Company"), hereby promises to
pay to
the order of  RESIDENTIAL  FUNDING  CORPORATION,  a  Delaware  corporation
(the
"Lender" or,  together with its  successors  and assigns,  the  "Holder")
whose
principal  place  of  business  is  8400  Normandale  Lake  Blvd.,   Suite
600,
Minneapolis, Minnesota 55437, or at such other place as the Holder may
designate
from time to time, the principal sum of Five Million Dollars  ($5,000,000)
or so
much thereof as may be outstanding from time to time pursuant to the
Warehousing
Credit and  Security  Agreement  described  below,  and to pay  interest on
said
principal  sum or such part  thereof as shall  remain  unpaid from time to
time,
from the date of each  Advance  until  repaid in full,  and all  other
fees and
charges due under the  Agreement,  at the rate and at the times set forth
in the
Agreement.  All payments  hereunder  shall be made in lawful money of the
United
States and in immediately available funds.

         This Note is given to  evidence  an actual  warehouse  facility
in the
above amount and is the  Sublimit  Promissory  Note  referred to in that
certain
Warehousing  Credit and Security  Agreement  (the  "Agreement")  dated
March 22,
1995,  between  the  Company  and the  Lender,  as the  same may be
amended  or
supplemented  from  time to  time,  and is  entitled  to the  benefits
thereof.
Reference  is hereby  made to the  Agreement  (which is  incorporated
herein by
reference  as fully and with the same  effect as if set forth  herein at
length)
for  a  description  of  the  Collateral,  a  statement  of  the  covenants
and
agreements,  a statement  of the rights and  remedies  and  securities
afforded
thereby and other  matters  contained  therein.  Capitalized  terms used
herein,
unless  otherwise  defined  herein,  shall have the  meanings  given them
in the
Agreement.

         This Note is given in replacement for, and not in satisfaction of,
that
certain Sublimit Promissory Note dated March 22, 1995, and issued by the
Company
to evidence its  obligations  under the Agreement  (the  "Existing  Note').
All
amounts  owed  by the  Company  under  the  Existing  Note  (including,
without
limitation,  the unpaid principal thereunder,  interest accrued thereon and
fees
accrued  under the  Agreement,  whether or not yet due and owing) as of the
date
hereof, shall be owed hereunder.

         This  Note may be  prepaid  in  whole  or in part at any  time
without
premium or penalty.

         Should this Note be placed in the hands of  attorneys  for
collection,
the  Company  agrees to pay, in addition to  principal  and  interest,
fees and
charges  due under the  Agreement,  any and all costs of  collecting  this
Note,
including reasonable attorneys' fees and expenses.

         The company hereby waives demand, notice, protest and presentment.

         This Note shall be construed and enforced in  accordance  with-the
laws
of the State of Minnesota,  without  reference to its principles of
conflicts of
law.

         IN WITNESS  WHEREOF,  the Company has executed  this Note as of
the day
and year first above written.


                                      MONUMENT MORTGAGE, INC.,
                                      a California corporation


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

STATE OF                    )
                            )  ss
COUNTY OF                   )

         On March 8, 1996, 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)



<PAGE>


           FIRST AMENDED AND RESTATED WORKING CAPITAL PROMISSORY NOTE


$1,000,000                                            Date: February 29,
1996

         FOR  VALUE  RECEIVED,  the  undersigned,  MONUMENT  MORTGAGE,
INC.,  a
California corporation, (herein called the "Company"), hereby promises to
pay to
the order of  RESIDENTIAL  FUNDING  CORPORATION,  a  Delaware  corporation
(the
"Lender" or,  together with its  successors  and assigns,  the  "Holder")
whose
principal  place  of  business  is  8400  Normandale  Lake  Blvd.,   Suite
600,
Minneapolis, Minnesota 55437, or at such other place as the Holder may
designate
from time to time, the principal sum of One Million  Dollars  ($1,000,000)
or so
much thereof as may be outstanding from time to time pursuant to the
Warehousing
Credit and  Security  Agreement  described  below,  and to pay  interest on
said
principal  sum or such part  thereof as shall  remain  unpaid from time to
time,
from the date of each  Advance  until  repaid in full,  and all  other
fees and
charges due under the  Agreement,  at the rate and at the times set forth
in the
Agreement.  All payments  hereunder  shall be made in lawful money of the
United
States and in immediately available funds.

         This Note is given to evidence an actual  working  capital
facility in
the above amount and is the Working Capital  Promissory Note referred to in
that
certain  Warehousing Credit and Security Agreement (the "Agreement") dated
March
22,  1995,  between the  Company  and the Lender,  as the same may be
amended or
supplemented  from  time to  time,  and is  entitled  to the  benefits
thereof.
Reference  is hereby  made to the  Agreement  (which is  incorporated
herein by
reference  as fully and with the same  effect as if set forth  herein at
length)
for  a  description  of  the  Collateral,  a  statement  of  the  covenants
and
agreements,  a statement  of the rights and  remedies  and  securities
afforded
thereby and other  matters  contained  therein.  Capitalized  terms used
herein,
unless  otherwise  defined  herein,  shall have the  meanings  given them
in the
Agreement.

         This Note is given in replacement for, and not in satisfaction of,
that
certain Working Capital  Promissory Note dated March 22, 1995, and issued
by the
Company to evidence its obligations  under the Agreement (the "Existing
Note").
All amounts owed by the Company  under the  Existing  Note  (including,
without
limitation,  the unpaid principal thereunder,  interest accrued thereon and
fees
accrued  under the  Agreement,  whether or not yet due and owing) as of the
date
hereof, shall be owed hereunder.

         This  Note may be  prepaid  in  whole  or in part at any  time
without
premium or penalty.

         Should this Note be placed in the hands of  attorneys  for
collection,
the  Company  agrees to pay, in addition to  principal  and  interest,
fees and
charges  due under the  Agreement,  any and all costs of  collecting  this
Note,
including reasonable attorneys' fees and expenses.

         The Company hereby waives demand, notice, protest and presentment.

         This Note shall be construed and enforced in  accordance  with the
laws
of the State of Minnesota,  without  reference to its principles of
conflicts of
law.

         IN WITNESS  WHEREOF,  the Company has executed  this Note as of
the day
and year first above written.



                                     MONUMENT MORTGAGE, INC.,
                                     a California corporation


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

STATE OF                   )
                           )  ss
COUNTY OF                  )

         On March 8, 1996, 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)



<PAGE>


                                   CERTIFICATE
                                       OF
                                  SECRETARY OF
                             MONUMENT MORTGAGE. INC.

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

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

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

     3.   The  Certificate  of  Incumbency  delivered  in  connection  with
the
          Agreement is hereby  deleted in its entirety and replaced with
the new
          Certificate of Incumbency attached to this Certificate of
Secretary as
          Exhibit B.

     4.   The  resolutions  attached to this  Certificate as Exhibit A were
duly
          adopted by either:  (a) by  unanimous  written  action of the
Board of
          Directors  of the  Company;  or  (b) at a  meeting  of  the
Board  of
          Directors  of the Company held on the 8th day of  February,
1996,  at
          which meeting a quorum was present. I am the keeper of the Minute
Book
          of the Company and said resolutions  have been entered  therein,
have
          not been altered,  amended, repealed or rescinded, and are now in
full
          force and effect.

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

     IN WITNESS  WHEREOF,  I have  hereunto set my hand and the seal Of
this
corporation this 8th day of March, 1996.

                                        _______________________________
                                        Secretary


<PAGE>


                                    EXHIBIT A
                        RESOLUTIONS OF BOARD OF DIRECTORS

         WHEREAS,   MONUMENT  MORTGAGE,  INC.,  a  California  corporation
(the
"Company"),  has entered into a single family revolving  warehouse facility
(the
"Warehousing  Commitment"),  with a present commandment amour.. of Ten
Millie:-!
Dollars  ($10,000,000) (the "Warehousing  Commitment Amount"),  with
RESIDENTIAL
FUNDING CORPORATION,  a Delaware  corporation (the "Lender"),  as evidenced
by a
Warehousing  Promissory  Note  in  the  principal  sum of  Ten  Million
Dollars
($10,000,000),  dated as of March 22,  1995, a Sublimit  Promissory  Note
in the
principal sum of Six Million Dollars  ($6,000,000),  dated as of March 22,
1995,
and by a Warehousing  Credit and Security  Agreement dated as of March 22,
1995,
as the same may have been amended or supplemented (the "Agreement"); and

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

         WHEREAS,  the Company and the Lender have also  entered  into a
working
capital facility with a present Working Capital Commitment Amount of One
Million
Dollars ($1,000,000)  ("Working Capital Commitment"),  as evidenced by a
Working
Capital   Promissory   Note  in  the  principal  sum  of  One  Million
Dollars
($1,000,000),  dated as of March 22, 1995 (the "`Working Capital Note"),
and the
Agreement (the Warehousing  Promissory  Note, the Sublimit  Promissory
Note, the
Term  Loan  Promissory  Note  and the  Working  Capital  Promissory  Note
shall
collectively be referred to as the "Notes");

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

         WHEREAS, to evidence the extension of such Commitments and
amendment of
the Agreement,  the Company proposes to execute and deliver a Third
Amendment to
Warehousing Credit and Security Agreement (the "Amendment"), a First
Amended and
Restated  Warehousing  Promissory  Note, a First  Amended and Restated
Sublimit
Promissory Note and a First Amended and Restated Working Capital Promissory
Note
(all such amended and restated  notes,  the `"Amended  Notes"),  copies of
which
have been presented to the Board of Directors of this Company; and

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

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

         FURTHER  RESOLVED,  that the Company shall extend the  Commitments
and
amend the Agreement to be evidenced by the Amendment and the Amended Notes.

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

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

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

         FURTHER  RESOLVED,  that the Company  hereby  authorizes  the
Lender to
accept the  Company's  bailee  pledge  agreements,  advance  requests,
shipping
requests,   wire  transfer   instructions  and  security  delivery
instructions
transmitted  to the Lender via  facsimile or electronic  transmission,  and
that
said documents, when transmitted by facsimile or electronic transmission,
shall
have the same force and erect as the originals.

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



<PAGE>


                                   EXHIBIT "B"

                          CERTIFICATE AS TO INCUMBENCY

TO: RESIDENTIAL FUNDING CORPORATION

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


Name                     Title                       Signature

James A. Umphryes        Executive Vice Pres.
__________________________

James W. Noack           President
__________________________

Paul Garrigues           Chief Financial Officer
__________________________
                         Sr. Vice Pres.

Lee Decker               Sr. Vice Pres.
__________________________

Robert Kamm              Sr. Vice Pres.
__________________________

Jennv Pusich             Secretary
__________________________

Deshon Chambers          Asst. Sec.
__________________________

Jill Lewis               Asst. Sec.
__________________________

Regina E. Kimura         Asst. Sec.
__________________________

Abigail A. Bally         Asst. Sec.
__________________________

Katey Carroll            Vice President
__________________________

         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
8th day of March, 1996.



_________________________________
                                           Secretary


<PAGE>


Residential Funding Corporation
1646 North California Boulevard
Suite 400
Walnut Creek. CA 94596
510-935-0614

February 29, 1996

Monument Mortgage, Inc.
3021 Citrus Circle #150
Walnut Creek, California 94598
Attention: Paul R. Garrigues, SVP/CFO

Re:      Gestation  Warehousing  Credit and Security Agreement (Shipped
Mortgage
         Loans) dated March 22, 1995 (the "Gestation Agreement"), by and
between
         MONUMENT MORTGAGE, INC., a California corporation (the "Company"),
and
         RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (the
"Lender"),
         as the same may be or has been amended or supplemented.

Gentlemen:

         Reference is hereby made to the Gestation  Agreement.  The
capitalized
terms used herein shall have the same meaning defined in the Gestation
Agreement
unless otherwise defined herein.

         The Company has requested the Lender to increase the maximum
amount of
the Advances that may be  outstanding  at any time under the Agreement
from Ten
Million Dollars  ($10,000,000)  to Twenty-Five  Million  Dollars
($25,000,000).
Accordingly,  enclosed please find a First Amended and Restated  Promissory
Note
in the  amount of  Twenty-Five  Million  Dollars  ($25,000,000)  in favor
of the
Lender to be executed by the  Company  (the  "Promissory  Note").  The
increase
described  above does not limit the Lender's  discretion  to make or not to
make
Advances, as set forth in the Gestation Agreement.

         This  increase  shall be  effective  on the earliest day upon
which the
Company has delivered to the Lender an executed copy of the enclosed
Promissory
Note,  together  with a copy of this  letter  acknowledged  and  accepted
by the
Company.

                                     Very truly yours,

                                     RESIDENTIAL FUNDING CORPORATION,
                                     a Delaware corporation


                                     By:_________________________________

                                     Its:  Director

ACCEPTED AND AGREED TO THIS
29th DAY OF FEBRUARY 1996:

MONUMENT MORTGAGE, INC.,
a California Corporation


By:______________________________
         Paul R. Garrigues

Its:  Senior VP / Chief Financial Officer



<PAGE>


                   FIRST AMENDED AND RESTATED PROMISSORY NOTE


$25,000,000                                        Date: February 29, 1996


         FOR  VALUE  RECEIVED,  the  undersigned,  MONUMENT  MORTGAGE,
INC.,  a
California corporation, (herein called the "Company"), hereby promises to
pay to
the order of  RESIDENTIAL  FUNDING  CORPORATION,  a  Delaware  corporation
(the
"Lender" or,  together with its  successors  and assigns,  the  "Holder")
whose
principal  place  of  business  is  8400  Normandale  Lake  Blvd.,   Suite
600,
Minneapolis, Minnesota 55437, or at such other place as the Holder may
designate
from  time  to  time,   the  principal  sum  of  Twenty-Five   Million
Dollars
($25,000,000)  or so  much  thereof  as may be  outstanding  from  time  to
time
pursuant to the Warehousing Credit and Security  Agreement  described
below, and
to pay  interest  on said  principal  sum or such part  thereof as shall
remain
unpaid from time to time,  from the date of each  Advance  until repaid in
full,
and all other fees and charges due under the  Agreement,  at the rate and
at the
times set forth in the Agreement. All payments hereunder shall be made in
lawful
money of the United States and in immediately available funds.

         This Note is given to evidence an actual 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 March 22, 1995,  between the Company and the Lender,
as the
same may be amended or  supplemented  from time to time,  and is entitled
to the
benefits  thereof.   Reference  is  hereby  made  to  the  Agreement
(which  is
incorporated  herein by  reference  as fully and with the same  effect as
if set
forth herein at length) for a description of the Collateral,  a statement
of the
covenants and agreements,  a statement of the rights and remedies and
securities
afforded thereby and other matters  contained  therein.  Capitalized  terms
used
herein,  unless otherwise defined herein,  shall have the meanings given
them in
the Agreement.

         This Note is given in replacement for, and not in satisfaction of,
that
certain  Promissory  Note dated  March 23,  1995,  and issued by the
Company to
evidence its obligations under the Agreement (the "Existing Note").  All
amounts
owed by the Company under the Existing Note (including,  without
limitation, the
unpaid principal thereunder, interest accrued thereon and fees accrued
under the
Agreement'  whether  or not yet due and owing) as of the date  hereof,
shall be
owed hereunder.

         This  Note may be  prepaid  in  whole  or in part at any  time
without
premium or penalty.

         Should this Note be placed in the hands of  attorneys  for
collection,
the  Company  agrees to pay, in addition to  principal  and  interest,
fees and
charges  due under the  Agreement,  any and all costs of  collecting  this
Note,
including reasonable attorneys, fees and expenses.

         The Company hereby waives demand, notice, protest and presentment.

         This Note shall be construed and enforced in  accordance  with the
laws
of the State of Minnesota,  without  reference to its principles of
conflicts of
law.

         IN WITNESS  WHEREOF,  the Company has executed  this Note as of
the day
and year first above written.



                                    MONUMENT MORTGAGE, INC.,
                                    a California corporation


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

STATE OF                     )
                             )  ss
COUNTY OF                    )

         On March 8, 1996, 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)



Residential Funding Corporation1646 North California BoulevardSuite
400Walnut Creek.  CA 94596 510-935-0614

February 29, 1996

Monument Mortgage, Inc.
3021 Citrus Circle #150
Walnut Creek, California 94598
Attention: Paul R. Garrigues, SVP/CFO

Re:      Gestation  Warehousing  Credit and Security Agreement (Shipped
Mortgage
         Loans) dated March 22, 1995 (the "Gestation Agreement"), by and
between
         MONUMENT MORTGAGE, INC., a California corporation (the "Company"),
and
         RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (the
"Lender"),
         as the same may be or has been amended or supplemented.

Gentlemen:

     Reference is hereby made to the Gestation Agreement.  The capitalized
terms
used  herein  shall have the same  meaning  defined in the  Gestation
Agreement
unless otherwise defined herein.

     The Company has requested the Lender to increase the maximum  amount
of the
Advances  that may be  outstanding  at any time  under  the  Agreement
from Ten
Million Dollars  ($10,000,000)  to Twenty-Five  Million  Dollars
($25,000,000).
Accordingly,  enclosed please find a First Amended and Restated  Promissory
Note
in the  amount of  Twenty-Five  Million  Dollars  ($25,000,000)  in favor
of the
Lender to be executed by the  Company  (the  "Promissory  Note").  The
increase
described  above does not limit the Lender's  discretion  to make or not to
make
Advances, as set forth in the Gestation Agreement.

     This increase shall be effective on the earliest day upon which the
Company
has  delivered to the Lender an executed copy of the enclosed  Promissory
Note,
together with a copy of this letter acknowledged and accepted by the
Company.


                                            Very truly yours,

                                            RESIDENTIAL.FUNDING
CQRPORATION,
                                            a Delaware corporation


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


ACCEPTED AND AGREED TO THIS
29th DAY OF FEBRUARY 1996:

MONUMENT MORTGAGE, INC.,
a California corporation


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


<PAGE>

                   FIRST AMENDED AND RESTATED PROMISSORY NOTE


Date: February 29, 1996
$25,000,000


     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 Blvd., Suite 600, Minneapolis, Minnesota
55437,
or at such  other  place as the  Holder  may  designate  from time to time,
the
principal sum of Twenty-Five Million Dollars ($25,000,000) or so much
thereof as
may be  outstanding  from time to time  pursuant to the  Warehousing
Credit and
Security Agreement described below, and to pay interest on said principal
sum or
such part  thereof as shall  remain  unpaid from time to time,  from the
date of
each Advance until repaid in full,  and all other fees and charges due
under the
Agreement, at the rate and at the times set forth in the Agreement. All
payments
hereunder  shall be made in lawful money of the United States and in
immediately
available funds.

     This Note is given to evidence an actual  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 March 22, 1995,  between the Company and the Lender,
as the
same may be amended or  supplemented  from time to time,  and is entitled
to the
benefits  thereof.   Reference  is  hereby  made  to  the  Agreement
(which  is
incorporated  herein by  reference  as fully and with the same  effect as
if set
forth herein at length) for a description of the Collateral,  a statement
of the
covenants and agreements,  a statement of the rights and remedies and
securities
afforded thereby and other matters  contained  therein.  Capitalized  terms
used
herein,  unless otherwise defined herein,  shall have the meanings given
them in
the Agreement.

     This Note is given in  replacement  for, and not in  satisfaction  of,
that
certain  Promissory  Note dated  March 23,  1995,  and issued by the
Company to
evidence its obligations under the Agreement (the "Existing Note").  All
amounts
owed by the Company under the Existing Note (including,  without
limitation, the
unpaid principal thereunder, interest accrued thereon and fees accrued
under the
Agreement,  whether  or not yet due and owing) as of the date  hereof,
shall be
owed hereunder.

     This Note may be prepaid in whole or in part at any time without
premium or
penalty.

     Should this Note be placed in the hands of attorneys  for  collection,
the
Company  agrees to pay, in addition to principal and interest,  fees and
charges
due under the Agreement,  any and all costs of collecting  this Note,
including
reasonable attorneys' fees and expenses.

     The Company hereby waives demand, notice, protest and presentment.

     This Note shall be construed  and enforced in  accordance  with the
laws of
the State of Minnesota, without reference to its principles of conflicts of
law.

     IN WITNESS  WHEREOF,  the Company has executed  this Note as of the
day and
year first above written.


                                       MONUMENT MORTGAGE, INC.,
                                       a California corporation


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


STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )

     On March 8 , 1996, 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)