EIGHTH AMENDMENT TO
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT


     THIS EIGHTH  AMENDMENT TO WAREHOUSING  CREDIT AND SECURITY  AGREEMENT
(this
"Amendment")  is  entered  into as of this  20th day of  February  1998,
by and
between MONUMENT  MORTGAGE,  INC., a California  corporation (the
"Company") and
RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (the "Lenders).

     WHEREAS,  the  Company  and the Lender have  entered  into a single
family
revolving warehouse facility with a present Warehousing Commitment Amount
of Ten
Million  Dollars  ($10,000,000),  to finance the  origination and
acquisition of
Mortgage  Loans  as  evidenced  by a  First  Amended  and  Restated
Warehousing
Promissory Note in the principal sum of Ten Million Dollars ($10,000,000),
dated
February 29, 1996, (the  "Warehousing  Promissory  Note"),  and by a
Warehousing
Credit and Security  Agreement  dated March 22, 1995,  as the same may have
been
amended or supplemented (the "Warehousing Agreement");

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

     WHEREAS,  the  Company  and the  Lender  have also  entered  into a
working
capital facility with a present Working Capital Commitment Amount of One
Million
Dollars  ($1,000,000),  as  evidenced by a First  Amended and  Restated
Working
Capital   Promissory   Note  in  the  principal  sum  of  One  Million
Dollars
($1,000,000),  dated as of February 29, 1996 (the "Working  Capital Note"),
and
the Warehousing Agreement; and

     WHEREAS,  the Company has requested the Lender to increase the
Warehousing
Commitment  Amount and to amend certain terms of the  Warehousing
Agreement and
the Lender has agreed to such increase of the Warehousing  Commitment
Amount and
amendment of the  Warehousing  Agreement  subject to the terms and
conditions of
this Amendment;

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

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

     2.  The  effective  date  ("Effective  Date")  of this  Amendment
shall be
February 23, 1998, the date on which the Company has complied with all the
terms
and conditions of this Amendment.

     3. All references to "Knight-Ridder, Inc." shall hereby be amended to
refer
to "Bridge Information Services."

     4. Section 1.1 of the Warehousing  Agreement shall be amended to
delete the
definitions of "Warehousing  Commitment Amount," "Warehousing Maturity
Date" and
"Working Capital Maturity Date" in its entirety, replacing it with the
following
definition:

                  "Warehousing  Commitment  Amount"  means Ten  Million
Dollars
         $10,000,00).  Notwithstanding the foregoing, during the period
from the
         Effective Date to and including  August 31, 1998 the Commitment
Amount
         shall  be   temporarily   increased  to  Fifty-Five   Million
Dollars
         $55,000,000). On the first Business Day following the expiration
of the
         temporary increase of the Commitment Amount, the Company shall
repay to
         the  Lender  the amount by which the  outstanding  Advances
exceed the
         Commitment Amount.

                  "Warehousing  Maturity  Date"  means the  earlier  of:
(a) the
         close of business on December  31,  1998,  as such date may be
extended
         from time to time in writing by the Lender, in its sole
discretion, and
         (b) the date the  obligation  of the  Lender to make  further
Advances
         hereunder is terminated pursuant to Section 8.2 below.

                  "Working  Capital Maturity Date" means the earlier of:
(a) the
         close of business on December  31,  1998,  as such date may be
extended
         from time to time in writing by the Lender, in its sole
discretion, and
         (b) the date the  obligation  of the  Lender to make  further
Advances
         hereunder is terminated pursuant to Section 8.2 below.

     5.  Section  2.9 of the  Warehousing  Agreement  shall  be  deleted
in its
entirety and the following shall be substituted in lieu thereof:

         2.9  Principal Payments.

                  2.9(a) The  outstanding  principal  amount of all
Warehousing
         Advances shall be payable in full on the Warehousing Maturity
Date.

                  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.

                  2.9(c) The outstanding principal amount of all working
Capital
         Advances shall be payable in full on the working Capital Maturity
Date.

                  2.9(d)  The  Company  shall  have  the  right  to  prepay
the
         outstanding  Advances in whole or in part,  from time to time,
without
         premium  or  penalty;   provided,   that  no  voluntary
prepayment  of
         Warehousing  Advances  may be made in an amount less than Five
Hundred
         Thousand Dollars ($500,000).

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

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

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

                              (2) 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.

                              (3) If the  outstanding  Advances  against
Pledged
               Mortgages of a specific  Mortgage  Loan type exceed the
aggregate
               Purchase Commitments for such Mortgage Loan type.

                              (4) Payment of any Lien prior to a Second
Mortgage
               Loan is delinquent,  and remains delinquent for a period of
sixty
               (60) days or more.

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

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

                              (7) 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.

                              (8) On the date on which the Company knows,
or has
               reason to know, or receives  notice from the Lender,  that
one or
               more of the  representations  and warranties set forth in
Section
               5.15 were inaccurate or incomplete in any material respect
on any
               date when made or deemed made.

                  2.9(g) Upon  Notice to the Company by the Lender,  the
Company
         shall pay to the Lender, and the Company authorizes the Lender to
cause
         the Funding Bank to charge the Lender's  account for, the amount
of any
         outstanding  Advance  against  a  specific  Pledged  Mortgage
upon the
         earliest occurrence of any of the following events:

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

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

                              (3) One (1)  Business  Day elapses from the
date a
               Wet  Settlement  Advance was made and the Pledged  Mortgage
which
               was to have been  funded by such Wet  Settlement  Advance
is not
               closed and funded.

                              (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.

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

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

                  2.9(h) The outstanding  amount of any Advance made
pursuant to
         Section  2.2(f)  shall be payable in full within one (1)  Business
Day
         after the date of such Advance.

                  2.9(i)  In  addition  to the  payments  required
pursuant  to
         Sections  2.9(f) and 2.9(g),  the Company  shall be obligated to
pay to
         the Lender,  without the  necessity  of prio- demand or notice
from the
         Lender, and the Company authorizes the Lender to cause the Funding
Bank
         to charge the Company's  account for, the following  amounts in
respect
         of outstanding Advances in the following circumstance:

                              (1) If at any time (1) the  aggregate
outstanding
               principal  balance of all Term Loan  Advances is greater
than the
               Term Loan Collateral Value plus the Excess Working Capital
Value,
               or (2) the aggregate outstanding principal balance of all
Working
               Capital  Advances is greater than the Working Capital
Collateral
               Value,  the  Company  shall  prepay  the  outstanding  Term
Loan
               Advances or the outstanding Working Capital Advances, as
required
               to eliminate such excess.

                              (2)  If  the  principal   amount  of  any
Pledged
               Mortgage  is  prepaid  in  whole or in part  while a
Warehousing
               Advance is outstanding against such Pledged Mortgage,  the
amount
               of such prepayment, to be applied to such Advance.

                              (3) On  the  fifteenth  (15)  day  of  each
month
               occurring after the date a Long-term  Repurchase Advance is
made,
               unless the  Repurchased  Mortgage  Loan or the Rejected
Mortgage
               Loan against which such Long-term  Repurchase Advance was
made is
               included in an Eligible  Mortgage  Pool, the Company shall
reduce
               the  outstanding  Advance  against  such  Mortgage  Loan  by
five
               percent  (5%) of the original  face amount of the  Mortgage
Note
               evidencing  such  Repurchased   Mortgage  Loan  or  the
Rejected
               Mortgage Loan.

                  2.9(j) For a period of not less than five (5) consecutive
days
         in each Calendar  Quarter  (provided,  that no such five (5)-day
period
         shall begin fewer than  thirty-one  (31) days after the end of the
five
         (5)-day period for the preceding Calendar  Quarter),  there shall
be no
         Working Capital Advances  outstanding,  and the Company shall make
such
         prepayments  of the Working  Capital  Advances,  and shall refrain
from
         requesting  Working Capital  Advances,  as necessary to comply
with the
         foregoing requirement.

                  2.9(k) All amounts prepaid on the Term Loan Advances
after the
         Term Loan  Advances  after the Term Loan  Commitment  Termination
Date
         shall be  applied  to the  installments  required  pursuant  to
Section
         2.9(b)  in the  inverse  order of  their  maturities.  Amounts
paid or
         prepaid  on the Term  Loan  Advances  after  the Term  Loan
Commitment
         Termination Date may not be reborrowed hereunder.

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

     6. Upon  execution  of this  Amendment,  the  Company  agrees to pay
to the
Lender the pro rata  Commitment  Fee on the increase  portion of the
Commitment
Amount for the time period from the Effective  Date to and  including
March 31,
1998.

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

     8. The Company shall deliver to the Lender (a) an executed original of
this
Amendment;  (b)  an  executed  original  of  the  Second  Amended  and
Restated
Warehousing  Promissory  Note;  (c) an executed  Certificate  of Secretary
with
corporate  resolutions;  (d)  the  Warehousing  Commitment  Fee on the
increase
portion of the  Commitment  Amount;  and (e) a Two Hundred  Fifty Dollar
($250)
document production fee.

     9. 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
Warehousing
Agreement to the date of this Amendment.

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

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

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


                                MONUMENT MORTGAGE, INC.,
                                a California corporation


                                By:_________________________________

                                Its:  Senior Vice President


                                RESIDENTIAL FUNDING CORPORATION,
                                a Delaware corporation


                                By:_________________________________

                                Its:________________________________



STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On February 27, 1998, before me, a Notary Public,  personally
appeared
Paul  Garrigues,  the Senior  Vice  President  of  MONUMENT  MORTGAGE,
INC.,  a
California corporation,  personally known to me (or proved to me on the
basis of
satisfactory  evidence) to be the person whose name is  subscribed to the
within
instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.

         WITNESS my hand and official seal.




                               Notary Public
                               My Commission Expires:
(SEAL)


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On ,  before  me,  a  Notary  Public,  personally  appeared  ,
the  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)



<PAGE>


                              CONSENT OF GUARANTOR

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

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

                           GUARANTOR:

                           __________________________________
                           FINET HOLDINGS CORPORATION


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On February 27, 1998, before me, a Notary Public,  personally
appeared
George Winkel, the CFO of FINET HOLDINGS 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-1

             SECOND AMENDED AND RESTATED WAREHOUSING PROMISSORY NOTE


$55,000,000                                             Date: February __,
1998


         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 Fifty-Five Million Dollars
($55,000,000)
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  Warehousing  Agreement,  at the rate and at the
times set
forth in the  Warehousing  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 Note  referred  to in that  certain  Warehousing  Credit
and
Security  Agreement (the "Warehousing  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 Warehousing  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 Warehousing Agreement.

     This Note is given in  replacement  for, and not in  satisfaction  of,
that
certain First Amended and Restated  Warehousing  Promissory  Note dated
February
29,  1996,  and issued by the  Company to  evidence  its  Obligations
under the
Warehousing  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
Warehousing
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 Warehousing Agreement,  any and all costs of collecting this
Note,
including reasonable attorneys' fees and expenses.

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

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

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


                            MONUMENT MORTGAGE, INC.,
                            a California corporation


                            By:_______________________________

                            Its:______________________________


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

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

         WITNESS my hand and official seal.




                                 Notary Public
                                 My Commission Expires:
(SEAL)



<PAGE>


             SECOND AMENDED AND RESTATED WAREHOUSING PROMISSORY NOTE


$55,000,000                                            Date: February _ ,
1998


     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 Fifty-Five Million Dollars  ($55,000,000) 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
Warehousing Agreement, at the rate and at the times set forth in the
Warehousing
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 Note  referred  to in that  certain  Warehousing  Credit
and
Security  Agreement (the "Warehousing  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 Warehousing  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 Warehousing Agreement.

     This Note is given in  replacement  for, and not in  satisfaction  of,
that
certain First Amended and Restated  Warehousing  Promissory  Note dated
February
29,  1996,  and issued by the  Company to  evidence  its  Obligations
under the
Warehousing  Agreement  (the "Existing  Note").  All amounts owed by the
Company
under the Existing Note principal  thereunder,  under the  Warehousing as
of the
date hereof, (including, without limitation, the unpaid interest accrued
thereon
and fees accrued Agreement, whether or not yet due and owing) 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 Warehousing 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 Vice President


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On February 27, 1998, before me, a Notary Public,  personally
appeared
Paul  Garrigues,  the Senior  Vice  President  of  MONUMENT  MORTGAGE,
INC.,  a
California corporation,  personally known to me (or proved to me on the
basis of
satisfactory  evidence) to be the person whose name is  subscribed to the
within
instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.

         WITNESS my hand and official seal.




                                  Notary Public
                                  My Commission Expires:
(SEAL)




<PAGE>


                                   CERTIFICATE
                                       OF
                                  SECRETARY OF
                             MONUMENT MORTGAGE, INC.

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

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

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

     3.   The  resolutions  attached to this  Certificate as Exhibit A were
duly
          adopted by either:  (a) by  unanimous  written  action of the
Board of
          Directors  of the  Company;  or  (b) at a  meeting  of  the
Board  of
          Directors  of the Company  held on the _____ day of , 19___,  at
which
          meeting a quorum was  present.  I am the keeper of the Minute
Book of
          the Company and said resolutions  have been entered therein,
have not
          been  altered,  amended,  repealed or  rescinded,  and are now in
full
          force and effect .
     4.   There have been no  amendments  to the  Articles of
Incorporation  or
          bylaws  of the  Company  since the date of the most  recent
certified
          copies thereof delivered to the Lender .

     IN WITNESS  WHEREOF,  I have  hereunto set my hand and the seal of
this
corporation this 27th day of February, 1998.


                                  ___________________________
                                  Secretary



<PAGE>


                                    EXHIBIT A
                        RESOLUTIONS OF BOARD OF DIRECTORS


     WHEREAS, MONUMENT MORTGAGE, INC.; a California corporation (the
"Company"),
has entered into a single  family  revolving  warehouse  Facility with a
present
commitment  amount  of  Ten  Million  Dollars  ($10,000,000)  (the
"Warehousing
Commitment Amount") with RESIDENTIAL FUNDING CORPORATION, a Delaware
corporation
(the  "Lender"),  as  evidenced  by a First  Amended  and  Restated
Warehousing
Promissory Note in the principal sum of Ten Million Dollars ($10,000,000),
dated
as of February 29, 1996,  and by a  Warehousing  Credit and Security
Agreement,
dated as of March 22, 1995,  as the same may have been  amended or
supplemented
(the "Warehousing Agreement"); and

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

     WHEREAS,  the  Company  and the  Lender  have also  entered  into a
working
capital facility with a present Working Capital Commitment Amount of One
Million
Dollars ($1,000,000) (the "Working Capital Commitment"), as evidenced by a
First
Amended and Restated Working Capital Promissory Note in the principal sum
of One
Million Dollars ($1,000,000), dated as of February 29, 1996, and the
Warehousing
Agreement;

     WHEREAS,  the Company  proposes to  temporarily  increase  the
Warehousing
Commitment Amount and amend certain terms of the Warehousing Agreement; and

     WHEREAS, to evidence such increase of the Warehousing Commitment
Amount and
amendment  of the  Warehousing  Agreement,  the Company  proposes to
execute and
deliver an Eighth  Amendment to Warehousing  Credit and Security  Agreement
(the
"Amendment"),  and a Second  Amended and Restated  Warehousing  Promissory
Note
("Amended Note"),  copies of which have been presented to the Board of
Directors
of this Company; and

     WHEREAS, the Board of Directors of this Company has determined that it
will
be in the best  interests  of this  Company  for the  Company  to  increase
the
Commitment Amount and amend the Warehousing Agreement.

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

     FURTHER RESOLVED, that the Company shall amend the Warehousing
Agreement to
be evidenced by the Amendment and the Amended Note.

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

     FURTHER RESOLVED,  that any One (insert minimum number required to
sign) of
the following titles or positions of officers of the Company:  President,
Chief
Financial  Officer,  Senior Vice President  (list  titles/positions  of
officers
authorized,  do  not  list  individual  names),  shall  be and  are
authorized,
empowered and directed in the name of and on behalf of this Company, to
execute,
acknowledge and deliver the Amendment and the Amended Note 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 such officers shall be and are hereby
authorized,
empowered  and directed to do and perform each and every act and execute
any and
all documents and instruments in the name of this Company as may be
necessary or
desirable to enable this Company to amend the Warehousing Agreement and to
carry
out the purport and intent of the foregoing Resolutions.