SIXTH AMENDMENT TO
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT


     THIS SIXTH  AMENDMENT TO WAREHOUSING  CREDIT AND SECURITY  AGREEMENT
(this
"Amendment")  is entered  into as of this 23rd day of July 1997,  by and
between
MONUMENT   MORTGAGE,   INC.,  a  California   corporation  (the  "Company")
and
RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (the "Lender").

     WHEREAS,  the  Company  and the Lender have  entered  into a single
family
revolving warehouse facility with a present Warehousing Commitment Amount
of Ten
Million  Dollars  ($10,000,000),  to finance the  origination and
acquisition of
Mortgage  Loans  as  evidenced  by a  First  Amended  and  Restated
Warehousing
Promissory Note in the principal sum of Ten Million Dollars ($10,000,000),
dated
as of February 29, 1996, a First Amended and Restated  Sublimit  Promissory
Note
in the principal sum of Five Million Dollars ($5,000,000),. 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
"Agreement");

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

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

     WHEREAS,  the Company has requested  the Lender to waive  certain
covenant
defaults  under the Agreement and to amend certain other terms of the
Agreement,
and the Lender has agreed to such waivers and amendment of the Agreement
subject
to the terms and conditions of this Amendment;

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

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

     2. The effective date  ("Effective  Date") of this Amendment shall be
April
30, 1997, provided 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
definition:
        "Parent" shall mean Finet Holdings Corporation, a Delaware
corporation.

     4. The  definitions of  "Warehousing  Maturity  Date" and "Working
Capital
Maturity Date" in Section 1.1 of the Agreement shall be amended by
inserting the
date "August 31, 1997" in place of  "December  31, 1997"  wherever it
appears in
such definitions.

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

        7.10 Minimum Servicing Portfolio. Permit the Adjusted Servicing
     Portfolio of the Company to be less than One Million Dollars
     ($100,000,000).

     6. Section 8.1(n) of the Agreement shall be deleted in its entirety
and the
following shall be substituted in lieu thereof:

        8.1(n) The Parent shall cease owning, directly or indirectly, all
of the
     capital stock of the Company; or

     7. On December  31,  1996,  the Company  merged with Finet
Corporation,  a
wholly-owned  subsidiary of Finet  Holdings  Corporation.  This merger
violated
Section 7.3 of the  Agreement,  and thus  constituted  an Event of Default
under
Section 8.1(c) of the Agreement.  In connection with that merger, James W.
Noack
and James A. Umphryes ceased owning, directly or indirectly,  all of the
capital
stock of the Company.  Accordingly,  upon the occurrence of such merger an
Event
of Default also  occurred  under  Section  8.1(n) of the  Agreement.  The
Lender
hereby agrees to waive its default rights with respect to the Company's
failure
to comply with the  requirements of Section 7.3 and 8.1(c) of the
Agreement.  In
addition, the Lender also agrees to waive its default rights with respect
to the
failure  of the  Company  to  comply  with  the  following  requirements
of the
Agreement:

          a. The Minimum  Tangible Net Worth  requirement  in Section 7.8
of the
          Agreement for the period from January 31, 1997 to and including
April
          30, 1997.

          b. The Minimum Adjusted  Tangible Net Worth requirement in
Section 7.9
          of the Agreement for the period from January 31, 1997 to and
including
          April 30, 1997.

          c. The Minimum Servicing Portfolio  requirement in Section 7.10
of the
          Agreement  for the period from January 31, 1997,  to and
including the
          Effective Date hereof.

The above waivers apply only to the specific instances described herein.
Nothing
in this  Amendment  shall  constitute a waiver of any  subsequent  breach
of the
provisions of the Agreement  described  above,  or a waiver of any breach
of any
other provision of the Agreement.  The Lender reserves all of the rights,
powers
and remedies  presently  available to the Lender under the Agreement,  the
Notes
and the Guaranties,  including the right to cease making Advances to the
Company
and the right to accelerate any of the  indebtedness  owing under the
Agreement,
if any other default occurs under the Agreement.

     8. Please be advised that unless the Agreement is renewed or extended,
all
Obligations  shall be due and payable on the Maturity Date. The Lender's
waiver
of certain  Defaults  under the Agreement is not to be construed as a
promise of
renewal or extension.

     9. Upon the Effective  Date,  each of the  Guaranties of JAMES W.
NOACK and
JAMES A.  UMPHYRES,  dated March 22,  1995,  shall be released and of no
further
force and effect and the Guarantors shall have no further liability
thereunder.

     10.  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.

     11. The Company  shall  deliver to the Lender (a) an  executed
original of
this  Amendment;  (b) the  executed  Guaranty  in the form of  Exhibit B
hereto,
executed by the parent;  (c) an executed  Certificate of Secretary of the
Parent
with  copies  of  its  articles  of  incorporation,  bylaws  and  good
standing
certificates,  an  incumbency  certificate  and  corporate  resolutions;
(d) an
executed  Certificate  of Secretary with  corporate  resolutions;  and (e)
a One
Thousand Five Hundred Dollar ($1,500) document production fee.

     12. The Company  represents,  warrants  and agrees that (a) there
exists no
Default or Event of Default  under the Loan  Documents,  except as
specified in
this  Amendment;  (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.

     13. 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.

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

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


                            MONUMENT MORTGAGE, INC.,
                            a California corporation


                            By:

                            Its:  Senior Vice President/CFO


                            RESIDENTIAL FUNDING CORPORATION,
                            a Delaware corporation


                            By:

                            Its:



STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On August 14, 1997,  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 , before me, a Notary Public,  personally appeared , 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)



<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(c) 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
Officer's
     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  ex:istence
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  operations  of the Company
(and,  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>


                                                        EXHIBIT B

                                    GUARANTY


     THIS GUARANTY,  made and entered into as of this 23rd day of July,
1997, by
FILET  HOLDINGS  CORPORATION,  a  Delaware  corporation  (the
"Guarantor"),  to
RESIDENTIAL FUNDING CORPORATION,  a Delaware corporation (the "Lender"),
having
its principal  office at 8400  Normandale  Lake Blvd.,  Suite 600,
Minneapolis,
Minnesota 55437. RECITALS

     A.   The Lender has  extended  to MONUMENT  MORTGAGE,  INC.,  a
California
          corporation ("Company"): (a) a warehouse line of credit in the
present
          principal amount of Ten Million Dollars ($10,000,000); (b) a term
loan
          facility  in the  original  principal  amount of One  Million
Dollars
          ($1,000,000);  and  (c) a  working  capital  facility  in the
present
          principal  amount of One Million Dollars  ($1,000,000)
(collectively,
          the "Loan") to finance the making and purchasing of Mortgage
Loans.

     B.   The Loan is  evidenced  by a First  Amended and  Restated
Warehousing
          Promissory  Note dated February 29, 1996, a First Amended and
Sublimit
          Promissory  Note dated February 29, 1996, a Term Loan  Promissory
Note
          dated March 22,  1995,  and a Working  Capital  Promissory  Note
dated
          February 29, 1996, from the Company to the Lender,  as the same
may be
          amended,  supplemented  or  otherwise  modified  from  time  to
time,
          including  any other  instruments  executed and  delivered in
renewal,
          extension,   rearrangement   or  otherwise  in   replacement  of
such
          Promissory  Notes  (collectively,  the "Notes")  and by a
Warehousing
          Credit and Security Agreement dated March 22, 1995, as the same
may be
          amended,  supplemented  or  otherwise  modified  from  time  to
time,
          including  any other  instruments  executed and  delivered in
renewal,
          extension, rearrangement or otherwise in replacement of such
agreement
          (the "Agreement").

     C.   The  Guarantor  is the Parent of the Company  and will derive
benefit
          from the Loan.

     D.   In order to educe the  Lender to accept  the Notes and the
Agreement,
          and as  additional  security for  Advances  under the  Agreement,
the
          Guarantor has agreed to give this Guaranty.

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

         [MISSING PAGES 2 AND 3]

          and/or the subordination of the payment of the Guaranteed Debt or
any
          part thereof to the payment of any other debts or claims which
may at
          any time be due and owing to the Lender and/or any other Person;
or
          (h) any other action or circumstance which (with or without
notice to
          or knowledge of the  Guarantor) may or  might in any  manner or
to any
          extent  vary  the  risks  of  the  Guarantor  hereunder  or
otherwise
          constitute  a legal  or  equitable  discharge  or  defense,  it
being
          understood and agreed by the Guarantor that the obligations under
this
          Guaranty  shall  not be  discharged  except  by the full  payment
and
          performance of the Guaranteed Debt.

     8.  The  Lender  shall  have  the  right to  determine  how,  when and
what
application of payments and credits, if any, whether derived from the
Company or
from any  other  source,  shall  be made on the  Guaranteed  Debt and any
other
indebtedness  owed by the Company  and/or any other  Obligor to the Lender.
The
Lender  shall be under no  obligation  to  marshal  any  assets  in favor
of the
Guarantor or in payment of all or any part of the Guaranteed Debt.

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

     10. The Guarantor hereby  irrevocably waives any claim or other rights
that
the Guarantor may now or hereafter  acquire against the Company that arises
from
the  existence,   payment,   performance  or  enforcement  of  the
Guarantor's
obligations  hereunder,  including  any  right  of  subrogation,
reimbursement,
exoneration,  contribution 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,  right to
take or
receive from the Company  directly 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 Guarantor 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  Guarantor for the benefit of, and
held
in trust  for,  the  Lender  and  shall  forthwith  be paid to the  Lender
to be
credited  and applied to the  Guaranteed  Debt,  whether  matured or
unmatured.
Notwithstanding the blanket waiver of subrogation rights as set forth
above, the
Guarantor hereby specifically acknowledges that any subrogation rights
which the
Guarantor may have against the Company or any collateral that the Lender
now has
or  hereafter  acquires may be destroyed  by a  nonjudicial  foreclosure
of the
collateral.  Without limiting the foregoing, the Guarantor waives all
rights and
defenses arising out of an election of remedies by the Lender,  even though
that
election of remedies, such as a nonjudicial foreclosure with respect to
security
for any Guaranteed Debt, has destroyed the Guarantor's rights of
subrogation and
reimbursement  against  the  Company by the  operation  of  Section  580d
of the
California Code of Civil Procedure or otherwise. The Guarantor acknowledges
that
the Guarantor will receive direct and indirect benefits from the
arrangements
contemplated  by the  Agreement  and the Notes and that the waivers set
forth in
this Section are knowingly made in contemplation of such benefits.

     11.  The  Guarantor  waives  any  and all  rights,  benefits  and
defenses
available to sureties and  creditors  which might  otherwise be available
to the
Guarantor under Sections 2787 to 2855 inclusive, 2899 and 3433 of the
California
Civil Code, as amended or recodified  from time to time,  and the benefit
of any
statute of limitations affecting the liability of the Guarantor hereunder
or the
enforcement  hereof,  including,  without  limitation  any rights  arising
under
Section  359.5 of the  California  Code of Civil  Procedure.  Additionally,
the
Guarantor  waives the right to require the Lender to comply with the
provisions
of Section 9504 of the California Commercial Code, as amended or remodified
from
time to time.  The  Guarantor  also  waives  all rights  and  defenses
that the
Guarantor may have because any Guaranteed Debt is secured by real property.
This
means, among other things: (1) the Lender may collect from the Guarantor
without
first  foreclosing on any real or personal  property  collateral  pledged
by the
Company or any other Obligor;  (2) if the Lender forecloses on any real
property
collateral  pledged by the Company or any other  Obligor:  (a) the amount
of the
Guaranteed  Debt may be reduced only by the price for which that
collateral  is
sold at the foreclosure sale, even if the collateral is worth more than the
sale
price; and (b) the Lender may collect from the Guarantor even if the
Lender,  by
foreclosing  on the real  property  collateral,  has  destroyed  any  right
the
Guarantor  may have to collect from the Company.  This is an  unconditional
and
irrevocable waiver of any rights and defenses the Guarantor may have
because the
Guaranteed Debt is secured by real property.  These rights and defenses
include,
but are not limited to, any rights or defenses  based upon Section  580a,
580b,
580d, or 726 of the California Code of Civil Procedure.

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

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

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

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

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

     (a)  Organization  and  Qualification.  The Guarantor is a corporation
duly
          organized, validly existing and in good standing under the laws
of its
          jurisdiction of  incorporation.  The Guarantor is duly qualified
to do
          business  as a  foreign  corporation  and  in  good  standing  in
all
          jurisdictions  in which the ownership of its  properties or the
nature
          of its activities, or both, makes such qualification necessary.

     (b)  Authority and  Authorization.  The Guarantor has full corporate
power
          and authority to execute, deliver and carry out the provisions of
this
          Guaranty and to perform its obligations hereunder, and all such
action
          has been  duly  and  validly  authorized  by all  necessary
corporate
          proceedings on its part.

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

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

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

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

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

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

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

     17.  Neither  the  death  nor the  release  of any  person or party to
this
Guaranty or any other  guaranties of the Agreement and the Notes shall
affect or
release  the  liability  of the  Guarantor.  The  obligations  of the
Guarantor
hereunder  shall be in addition to any  obligations  of the Guarantor
under any
other guaranties of the Guaranteed Debt and/or any obligations of the
Company or
any other Persons  heretofore given or hereafter to be given to the Lender,
and
this Guaranty  shall not affect or  invalidate  any such other  guaranties.
The
liability of the  Guarantor to the Lender shall at all times be deemed to
be the
aggregate liability of the Guarantor under the terms of this Guaranty and
of any
other guaranties heretofore or hereafter given by the Guarantor to the
Lender.

     18. No amendment or waiver of any provision of this Guaranty nor
consent to
any departure by the Guarantor  therefrom shall in any event be effective
unless
the same shall be in writing and signed by the  Lender,  and then such
waiver or
consent  shall be effective  only in the specific  instance and for the
specific
purpose for which given.  Nor Notice to or demand on the Guarantor  shall
in any
case  entitle  it to any other or  further  notice or demand in similar or
other
circumstances.

     19.  All  notices  that  may  be  required  o-  otherwise  provided
for or
contemplate under the terms of this Guaranty for any party to serve upon or
give
to any other  shall,  whether or not so state,  be in writing,  and if not
so in
writing shall not be deemed to have been given, and be either personally
served,
sent by  reputable  overnight  courier  service,  or sent  with  return
receipt
requested by registered or certified mail with postage  (including
registration
or certification charges) prepaid, sent to the following address:

     (a)  If to the Guarantor,  addressed to the address  indicated
immediately
          following the Guarantor's signature;

     (b)  If to the Lender, addressed to the Lender at its address at 1646
North
          California   Blvd.,   Suite  400,  Walnut  Creek,   California
94596,
          Attention: Graham Shipman, Director.

Such  addresses may be changed from time to time by written  notice to the
other
parties  given in the same  manner.  Any  matter so  served  upon or sent
to the
Guarantor  or the Lender in the manner  aforesaid  shall be deemed
sufficiently
given for all purposes  hereunder  (i) upon  personal  delivery,  if
personally
delivered,  (ii) on the date following delivery to the courier service,  if
sent
by courier service,  (iii) upon electronic  confirmation of receipt,  if
sent by
telecopier,  and (iv) on the date of receipt as noted on the return
receipt,  if
sent by registered or certified mail,  except that notices of changes of
address
shall not be effective until actual receipt.

     20. Any  indebtedness of the Company now or hereafter held by the
Guarantor
is hereby  subordinated to the  indebtedness  of the Company to the Lender,
and
such  indebtedness  of the  Company  to the  Guarantor  shall,  if the
Lender so
requests,  be  collected,  enforced and received by the Guarantor as
trustee for
the Lender and be paid over to the Lender on account of the  indebtedness
of the
Company to the  Lender,  but  without  reducing  or  limiting  in any
manner the
liability of the  Guarantor  under the other  provisions  of the  Guaranty.
The
Guarantor  acknowledges  that,  with  respect  to  the  indebtedness
guaranteed
hereunder,  the  Guarantor  has  irrevocably  waived all rights to
subrogation,
reimbursement, and/or indemnification against the Company.

     21. This Guaranty is intended as a final  expression  of this
agreement of
guaranty and is intended also as a complete and exclusive statement of the
terms
of this agreement.  No agreement or understanding entered into prior to the
date
hereof  with  respect to the subject  matter  hereof  shall be binding
upon the
Guarantor  unless  expressed  herein.  No course of prior  dealings
between the
Guarantor  and the  Lender,  no usage or the trade,  and no parole or
extrinsic
evidence of any nature,  shall be used or be  relevant to  supplement,
explain,
contradict or modify the terms and/or provisions of this Guaranty.

     22. Time is of the essence hereof.

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

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

                           FINET HOLDINGS CORPORATION,
                           a Delaware corporation


                           By:______________________________

                           Its:_____________________________

                           Address:_________________________

                           Telephone No.:___________________
                           Telecopier No.___________________



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>


                                   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 valid power and authority to execute and deliver to the
Lender
          the Sixth Amendment to Warehousing Credit and Security Agreement.

     3.   The  resolutions  attached to this  Certificate as Exhibit A were
duly
          adopted by either:  (a) by  unanimous  written  action of the
Board of
          Directors  of the  Company;  or  (b) at a  meeting  of  the
Board  of
          Directors of the Company held on the 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 14th day of August, 1997.


                                      ________________________________
                                      Secretary


<PAGE>


                                    EXHIBIT A
                        RESOLUTIONS OF BOARD OF DIRECTORS


     WHEREAS, MONUMENT MORTGAGE, INC., a California corporation (the
"Company"),
has entered into a single family revolving  warehouse facility (the
"Warehousing
Commitment"),   with  a  present   commitment  amount  of  Ten  Million
Dollars
($10,000,000) (the `"Warehousing  Commitment Amount"),  with RESIDENTIAL
FUNDING
CORPORATION,  a Delaware  corporation  (the  "Lender"),  as evidenced by a
First
Amended and Restated  Warehousing  Promissory  Note in the  principal sum
of Ten
Million  Dollars  ($10,000,000),  dated as of February 29, 1996, a First
Amended
and  Restated  Sublimit  Promissory  Note in the  principal  sum of Five
Million
Dollars ($5,000,000), 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 "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 2-, 1995, 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) (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
Agreement;
     WHEREAS,  the Company has requested  the Lender to waive  certain
covenant
defaults  under the Agreement and to amend certain other terms of the
Agreement;
and

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

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

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

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

     FURTHER RESOLVED,  that the Amendment in the form presented to the
Board of
Directors  of this Company 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 rifles or positions of offers of the Company: President.
Executive
Vice President, Senior Vice President,  Assistant Vice President,
Secretary, or
Assistant Secretary (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  in the form  approved by the Board of  Directors  of this
Company as
aforesaid,  with such changes therein as may be acceptable to such
officers,  as
conclusively evidenced by their execution thereof.

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



<PAGE>



                                    GUARANTY


     THIS GUARANTY,  made and entered into as of this 23rd day of July,
1997, by
FINET  HOLDINGS  CORPORATION,  a  Delaware  corporation  (the
"Guarantor"),  to
RESIDENTIAL FUNDING CORPORATION,  a Delaware corporation (the "Lender"),
having
its principal  office at 8400  Normandale  Lake Blvd.,  Suite 600,
Minneapolis,
Minnesota 55437.

                                    RECITALS
     A.   The Lender has  extended  to MONUMENT  MORTGAGE,  INC.,  a
California
          corporation ("Company"): (a) a warehouse line of credit in the
present
          principal amount of Ten Million Dollars ($10,000,000); (b) a term
loan
          facility  in the  original  principal  amount of One  Million
Dollars
          ($1,000,000);  and  (c) a  working  capital  facility  in the
present
          principal  amount of One Million Dollars  ($1,000,000)
(collectively,
          the "Loan") to finance the making and purchasing of Mortgage
Loans.

     B.   The Loan is  evidenced  by a First  Amended and  Restated
Warehousing
          Promissory  Note dated February 29, 1996, a First Amended and
Sublimit
          Promissory  Note dated February 29, 1996, a Term Loan  Promissory
Note
          dated March 22,  1995,  and a Working  Capital  Promissory  Note
dated
          February 29, 1996, from the Company to the Lender,  as the same
may be
          amended,  supplemented  or  otherwise  modified  from  time  to
time,
          including  any other  instruments  executed and  delivered in
renewal,
          extension,   rearrangement   or  otherwise  in   replacement  of
such
          Promissory  Notes  (collectively,  the "Notes ") and by a
Warehousing
          Credit and Security Agreement dated March 22, 1995, as the same
may be
          amended,  supplemented  or  otherwise  modified  from  time  to
time,
          including  any other  instruments  executed and  delivered in
renewal,
          extension, rearrangement or otherwise in replacement of such
agreement
          (the "Agreement").
     C.   The  Guarantor  is the Parent of the Company  and will derive
benefit
          from the Loan.

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

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



<PAGE>


                                    AGREEMENT

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

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

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

     3. The Guarantor further hereby irrevocably, unconditionally and
absolutely
guarantees  to the Lender the due and prompt  performance  by the Company
of all
duties, agreements and obligations of the Company contained in the Notes
and the
Agreement,  and the due and prompt  payment of all costs and expenses
incurred,
including,  without  limitation,  attorneys'  fees,  court  costs  and all
other
litigation  expenses  (including but not limited to expert witness fees,
exhibit
preparation, and courier, postage, communication and document copying
expenses),
in enforcing the payment and performance of the Notes and the Agreement and
this
Guaranty (the payment and performance of the items set forth in Paragraphs
2 and
3 of this Guaranty are collectively referred to as the "Guaranteed Debt").

     4. In the event the  Company  shall at any time fail to pay the
Lender any
principal of or interest on or other sums  constituting any Guaranteed Debt
when
due,  whether by acceleration or otherwise,  the Guarantor  promises to pay
such
amount to the Lender forthwith, together with all collection costs and
expenses,
including,  without  limitation,  attorneys'  fees,  court  costs  and all
other
litigation  expenses  (including but not limited to expert witness fees,
exhibit
preparation, and courier, postage, communication and document copying
expenses).
Any sum  required  to be paid by the  Guarantor  to the Lender  pursuant to
this
Guaranty  shall bear interest from the date such sum becomes due until paid
at a
per annum rate equal to the Default Rate.

     5. The Guarantor hereby authorizes the Lender,  following the
occurrence of
an Event of Default, without notice or demand, to apply any property,
balances,
credits,  accounts or moneys of the Guarantor  then in the possession of
Lender,
or standing  to the credit of the  Guarantor,  to the extent of such
Guaranteed
Debt.

     6. The Guarantor does hereby (a) agree to any modifications of any
terms or
conditions of any  Guaranteed  Debt and/or to any extensions or renewals of
time
of payment or performance by the Company; (by that it shall nor be
necessary for
the Lender Lo resort to legal  remedies  against the Company  before
proceeding
hereunder,  nor to take any  action  against  any  other  Person  obligated
(an
"Obligor")  for payment or  performance  of the  Guaranteed  Debt or
against any
collateral for the Guaranteed Debt before proceeding against the Guarantor;
(c)
agree that no release of the Company or any other  guarantor or Obligor,
and no
release,  exchange or  nonperfection  of any collateral for the Guaranteed
Debt,
whether by operation of law or by any act or failure to act by the Lender,
with
or without  notice to the  Guarantor,  shall  release the  Guarantor;  (d)
waive
presentment,  demand, notice of demand, dishonor,  notice of dishonor,
protest,
and notice of protest and any other notice with respect to any  Guaranteed
Debt
and this Guaranty,  and promptness in commencing  suit against any party
thereto
or liable  thereon  and/or in giving any notice to or making any claim or
demand
hereunder  upon the  Guarantor;  (e) waive any defense  arising by reason
of any
disability or other defense of the Company for payment of the Guaranteed
Debt or
any part thereof or by reason of the cessation from any cause  whatsoever
of the
liability  of the Company  therefor  other than full  payment of the
Guaranteed
Debt;  or (f) waive,  to the extent  permitted by law, all benefit of
valuation,
appraisement,  and  exemptions  under the laws of the State of  Minnesota
or any
other state or territory of the United States.

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

     8.  The  Lender  shall  have  the  right to  determine  how,  when and
what
application of payments and credits, if any, whether derived from the
Company or
from any  other  source,  shall  be made on the  Guaranteed  Debt and any
other
indebtedness  owed by the Company  and/or any other  Obligor to the Lender.
The
Lender  shall be under no  obligation  to  marshal  any  assets  in favor
of the
Guarantor or in payment of all or any part of the Guaranteed Debt.

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

     10. The Guarantor hereby  irrevocably waives any claim or other rights
tha.
the Guarantor may now or hereafter  acquire against the Company that arises
from
the  existence,   payment,   performance  or  enforcement  of  the
Guarantor's
obligations  hereunder,  including  any  right  of  subrogation,
reimbursement,
exoneration contribution, 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 Guarantor 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
Guarantor  for the  benefit  of,  and held in trust  for,  the  Lender and
shall
forthwith  be paid to the Lender to be credited  and  applied to the
Guaranteed
Debt,  whether  matured or  unmatured.  Notwithstanding  the  blanket
waiver of
subrogation  rights  as set  forth  above,  the  Guarantor  hereby
specifically
acknowledges  that any  subrogation  rights which the Guarantor may have
against
the Company or any collateral that the Lender now has or hereafter
acquires may
be destroyed by a nonjudicial  foreclosure of the collateral.  Without
limiting
the foregoing,  the Guarantor  waives all rights and defenses  arising out
of an
election of remedies by the Lender, even though that election of remedies,
such
as a nonjudicial  foreclosure  with respect to security for any Guaranteed
Debt,
has destroyed the Guarantor's  rights of subrogation and  reimbursement
against
the Company by the  operation  of Section 580d of the  California  Code of
Civil
Procedure or otherwise.  The  Guarantor  acknowledges  that the  Guarantor
will
receive direct and indirect  benefits from the arrangements  contemplated
by the
Agreement  and the Notes and that the  waivers  set  forth in this  Section
are
knowingly made in contemplation of such benefits.

     11.  The  Guarantor  waives  any  and all  rights,  benefits  and
defenses
available to sureties and  creditors  which might  otherwise be available
to the
Guarantor under Sections 2787 to 2855 inclusive, 2899 and 3433 of the
California
Civil Code, as amended or remodified  from time to time,  and the benefit
of any
statute of limitations affecting the liability of the Guarantor hereunder
or the
enforcement  hereof,  including,  without  limitation  any rights  arising
under
Section  3s9.5 of the  California  Code of Civil  Procedure.  Additionally,
the
Guarantor  waives the right to require the Lender to comply with the
provisions
of Section 9504 of the California Commercial Code, as amended or recodified
from
time to time.  The  Guarantor  also  waives  all rights  and  defenses
that the
Guarantor may have because any Guaranteed Debt is secured by real property.
This
means, among other things: (1) the Lender may collect from the Guarantor
without
first  foreclosing on any real or personal  property  collateral  pledged
by the
Company or any other Obligor;  (2) if the Lender forecloses on any real
property
collateral  pledged by the Company or any other  Obligor:  (a) the amount
of the
Guaranteed  Debt may be reduced only by the price for which that
collateral  is
sold at the foreclosure sale, even if the collateral is worth more than the
sale
price; and (b) the Lender may collect from the Guarantor even if the
Lender,  by
foreclosing  on the real  property  collateral,  has  destroyed  any  right
the
Guarantor  may have to collect from the Company.  This is an  unconditional
and
irrevocable waiver of any rights and defenses the Guarantor may have
because the
Guaranteed Debt is secured by real property.  These rights and defenses
include,
but are not limited to, any rights or defenses  based upon Section  580a,
580b,
580d, or 726 of the California Code of Civil Procedure.

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

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

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

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

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

          (a)  Organization  and  Qualification.  The Guarantor is a
corporation
               duly organized,  validly  existing and in good standing
under the
               laws of its jurisdiction of incorporation.  the Guarantor is
duly
               qualified  to do  business as a foreign  corporation  and in
good
               standing  in all  jurisdictions  In which  the  ownership
of its
               properties or the nature of its activities,  or both,  makes
such
               qualification necessary.

          (b)  Authority and  Authorization.  The  Guarantor has full
corporate
               power  and  authority  to  execute,  deliver  and  carry
out the
               provisions  of  this  Guaranty  and to  perform  its
obligations
               hereunder,  and  all  such  action  has  been  duly  and
validly
               authorized by all necessary corporate proceedings on its
part.

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

          (d)  Address.  The address of the Guarantor as specified below is
true
               and correct and until the Lender shall have  actually
received a
               written  notice  specifying a change of address and
specifically
               requesting  that notices be issued to such changed  address,
the
               Lender may rely on the address stated as being accurate.
          (e)  No Default.  The  Guarantor is not in default with respect
to any
               order, writ,  injunction,  decree or demand of any court or
other
               governmental  authority,  in the payment of any material
debt for
               borrowed  money or under any  material  agreement
evidencing  or
               securing any such debt.

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

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

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

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

     17.  Neither  the  death  nor the  release  of any  person or party to
this
Guaranty or any other  guaranties of the Agreement and the Notes shall
affect or
release  the  liability  of the  Guarantor.  The  obligations  of the
Guarantor
hereunder  shall be in addition to any  obligations  of the Guarantor
under any
other guaranties of the Guaranteed Debt and/or any obligations of the
Company or
any other Persons  heretofore given or hereafter to be given to the Lender,
and
this Guaranty  shall not affect or  invalidate  any such other  guaranties.
The
liability of the  Guarantor to the Lender shall at all times be deemed to
be the
aggregate liability of the Guarantor under the terms of this Guaranty and
of any
other guaranties heretofore or hereafter given by the Guarantor to the
Lender.

     18. No amendment or waiver of any provision of this Guaranty nor
consent to
any departure by the Guarantor  therefrom shall in any event be effective
unless
the same shall be in writing and signed by the  Lender,  and then such
waiver or
consent  shall be effective  only in the specific  instance and for the
specific
purpose for which given.  Nor notice no or demand on the Guarantor  shall
in any
case  entitle  it to any other or  further  notice or demand in similar or
other
circumstances.

     19.  All  notices  that  may  be  required  or  otherwise  provided
for or
contemplated  under the terms of this  Guaranty  for any party to serve
upon or
give to any other shall,  whether or not so state, be in writing,  and if
not so
in  writing  shall not be deemed to have been  given,  and be either
personally
served, sent by reputable overnight courier service, or sent with return
receipt
requested by registered or certified mail with postage  (including
registration
or certification charges) prepaid, sent to the following address:

          (a)  If  to  the  Guarantor,   addressed  to  the  address
indicated
               immediately following the Guarantor's signature;

          (b)  If to the Lender,  addressed to the Lender at its address at
1646
               North  California  Blvd.,  Suite 400,  Walnut  Creek,
California
               94596, Attention: Graham Shipman, Director.

Such  addresses may be changed from time to time by written  notice to the
other
parties  given in the same  manner.  Any  matter so  served  upon or sent
to the
Guarantor  or the Lender in the manner  aforesaid  shall be deemed
sufficiently
given for all purposes  hereunder  (i) upon  personal  delivery,  if
personally
delivered,  (ii) on the date following delivery to the courier service,  if
sent
by courier service,  (iii) upon electronic  confirmation of receipt,  if
sent by
telecopier,  and (iv) on the date of receipt as noted on the return
receipt,  if
sent by registered or certified mail,  except that notices of changes of
address
shall not be effective until actual receipt.

     20. Any  indebtedness of the Company now or hereafter held by the
Guarantor
is hereby  subordinated to the  indebtedness  of the Company to the Lender,
and
such  indebtedness  of the  Company  to the  Guarantor  shall,  if the
Lender so
requests,  be  collected,  enforced and received by the Guarantor as
trustee for
the Lender and be paid over to the Lender on account of tne  indebtedness
of the
Company to the  Lender,  but  without  reducing  or  limiting  in any
manner the
liability of the  Guarantor  under the other  provisions  of the  Guaranty.
The
Guarantor  acknowledges  that,  with  respect  to  the  indebtedness
guaranteed
hereunder,  the  Guarantor  has  irrevocably  waived all rights to
subrogation,
reimbursement, and/or indemnification against tee Company.

     21. This Guaranty is intended as a final expression of this agreement
of guaranty and is intended  also as a complete and  exclusive  statement
of the
terms of this agreement. No agreement or understanding entered into Prior
to the
date hereof with respect to the subject  matter hereof shall be binding
upon the
Guarantor  unless  expressed  herein.  No course or prior  dealings
between the
Guarantor  and the  Lender,  no usage of the trade,  and no parole or
extrinsic
evidence of any nature,  shall be used or be  relevant to  supplement,
explain,
contradict or modify the terms and/or provisions of this Guaranty.

     22. Time is of the essence hereof.

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

                           FINET HOLDINGS CORPORATION,
                           a Delaware corporation


                           By:__________________________________

                           Its:  President

                           Address:  3021 Citrus Circle, Suite 150
                                     Walnut Creed, CA 94598
                           Telephone No.:  (510) 988-6555
                           Telecopier No.  (510) 934-1296



STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On August 14, 1997, before me, a Notary Public, personally
appeared Jan
Hoeffel, the President of FINET HOLDINGS CORPORATION,  a California
corporation,
personally  known to me (or proved to me on the basis of satisfactory
evidence)
to be the  person  whose  name  is  subscribed  to  the  within  instrument
and
acknowledged to me that he/she executed the same in his/her authorized
capacity,
and that by his/her  signature on the instrument the person,  or the entity
upon
behalf of which the person acted, executed the instrument.

         WITNESS my hand and official seal.




                                Notary Public
                                My Commission Expires:
(SEAL)



<PAGE>


                            CERTIFICATE OF SECRETARY
                                       OF
                           FINET HOLDINGS CORPORATION

     I,  the  undersigned,  hereby  certify  that I am the  Secretary  of
FINET
HOLDINGS  CORPORATION,  a Delaware corporation  (hereinafter  referred to
as the
"Corporation" ), and have knowledge of the matters contained in this
Certificate
and hereby certify that:

     1.   The  Articles of  Incorporation  of the  Corporation  attached to
this
          Certificate as Exhibit "A", the Bylaws of the Corporation
attached to
          this  Certificate as Exhibit "B", and the Certificate of Good
Standing
          of the  Corporation  attached to this  Certificate  as Exhibit
"C" are
          true and  correct  copies of the current  Articles  of
Incorporation,
          Bylaws, and Certificate of Good Standing of the Corporation,
have not
          been  altered,  modified  or  amended  and are still in full
force and
          effect.

     2.   The Corporation is a corporation duly organized,  validly
existing and
          in good  standing  under  the laws of the  State of  Delaware
and has
          complied with all certifications,  filings and requirements
necessary
          to continue as a corporation in the State of Delaware. The
Corporation
          is duly  qualified to do business as a foreign  corporation  and
is in
          good standing in all jurisdictions where the ownership of its
property
          or the conduct of its business makes such qualification
necessary.

     3.   The Corporation is the sole shareholder of MONUMENT MORTGAGE,
INC., a
          California corporation (hereinafter referred to as the
"Company").  In
          connection  with a Ten  Million  Dollar  ($10,000,000)  single
family
          revolving warehouse  facility,  a One Million Dollar ($1,000,000)
term
          loan facility and a One Million Dollar  ($1,000,000)  working
capital
          facility  (collectively,  the  "Loan")  being  made to the
Company by
          RESIDENTIAL   FUNDING   CORPORATION,   a  Delaware   corporation
(the
          "Lender"),  the  Corporation  has the  valid  power and
authority  to
          execute and deliver to the Lender, a Guaranty (hereinafter
referred to
          as the  "Guaranty") of the Loan as required by the Lender
pursuant to
          the terms of that certain  Warehousing  Credit and Security
Agreement
          (Single-Family  Mortgage  Loans)  dated  March 22,  1995
(hereinafter
          referred to as the "Agreement").

     4.   Jan Hoeffel,  the President,  has the requisite authority on
behalf of
          the  Corporation  to execute and deliver to the Lender the
Guaranty as
          required by the Lender pursuant to the Agreement.

     5.   The  guaranteeing of the Loan by the  Corporation,  and the
execution,
          acknowledgment  and  delivery of the  Guaranty  required by the
Lender
          pursuant to the Agreement and the compliance by the  Corporation
with
          the  terms  thereof,  do not and  will  not  violate,
contravene,  or
          constitute  or result in a default  under any  provision  of law,
the
          Articles  of  Incorporation  or  By-Laws  of the  Corporation,
or any
          agreement with the shareholders of the  Corporation,  any
creditors of
          the  Corporation,  or any  mortgage,  indenture or other
agreement to
          which the Corporation or its properties are subject.

     6.   The names of the officers of the  Corporation  authorized to act
under
          the resolutions  attached hereto and their official  signatures
are as
          shown on the Certificate of Incumbency attached hereto as Exhibit
"D".

     7.   The resolutions  attached to this Certificate as Exhibit "E" were
duly
          adopted  either:  (a) by  unanimous  written  action  of the
Board of
          Directors  of the  Corporation;  or (b) at a  meeting  of the
Board of
          Directors of the Corporation held on the 28th day of August,
1997, at
          which meeting a quorum was present. I am the keeper of the Minute
Book
          of the Corporation  and said  resolutions  have been entered
therein,
          have not been altered,  amended, repealed or rescinded, and are
now in
          full force and effect.

     IN  WITNESS  WHEREOF,  I have  hereunto  set my hand  and  the  seal
of the
Corporation as of this 18 day of August, 1997.


                                 ______________________________
                                 Secretary

[SEAL]



<PAGE>


                                   EXHIBIT "A"
                            ARTICLES OF INCORPORATION



<PAGE>


                                   EXHIBIT "B"
                                     BY-LAWS



<PAGE>


                                   EXHIBIT "C"
                          CERTIFICATE OF GOOD STANDING



<PAGE>


                                   EXHIBIT "D"

                          CERTIFICATE AS TO INCUMBENCY

TO: RESIDENTIAL FUNDING CORPORATION

     I hereby certify to you that I am the duly elected and qualified
Secretary
of FINET HOLDINGS CORPORATION,  a Delaware corporation (the "Corporation"),
and
that,  as such, I am  authorized  to execute this  Certificate  on behalf
of the
Corporation.  I further  certify that the persons  named below are duly
elected,
qualified and acting officers of the Corporation, holding on the date
hereof the
respective  titles  set forth  opposite  their  respective  names,  and
that the
respective  signatures set forth opposite their names are their true and
genuine
signatures:


Name                      Title                      Signature

L. Daniel Rawitch         C.E.O.
________________________

Jan Hoeffel               President, Secretary
________________________


     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
18th day of August, 1997.


                                    _________________________________
                                    Secretary



<PAGE>


                                   EXHIBIT "E"

                           FINET HOLDINGS CORPORATION

                        RESOLUTIONS OF BOARD OF DIRECTORS


     WHEREAS,  FINET HOLDINGS CORPORATION,  a Delaware corporation
(hereinafter
referred to as the "Corporation"), is the sole shareholder of MONUMENT
MORTGAGE,
INC., a California corporation (hereinafter referred to as the "Company);
and

     WHEREAS,  the Company has requested  the Lender to waive  certain
covenant
defaults  under the Agreement and to amend certain other terms of the
Agreement;
and

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

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

     WHEREAS,  in  order to  induce  the  Lender  to amend  the  Agreement,
the
Corporation proposes to execute and deliver a Guaranty  (hereinafter
referred to
as the "Guaranty"), a copy of which has been presented to the Board of
Directors
of this Corporation; and

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

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

     FURTHER RESOLVED,  that any One (insert minimum number required to
sign) of
the  following  positions or titles of officers of the  Corporation:
President.
Senior Vice President, Senior Vice President,  Secretary or Vice President
(list
titles/positions of officers authorized, do not list individual name-),
shall be
and are  authorized,  empowered and directed in the name of and on behalf
of the
Corporation,  to  execute,  acknowledge  and  deliver  the  Guaranty in the
form
approved by the Board of Directors of the  Corporation  as aforesaid,  with
such
changes therein as may be acceptable to such officers, as conclusively
evidenced
by their execution thereof.

     FURTHER RESOLVED, that these Resolutions shall remain in full force
and
erect and the Lender shall be fully  protected in acting  thereon  until
written
notice of their change or revocation  has been duly given to and received
by the
Lender,  and the  Lender is  authorized  to  accept,  and the  Secretary
of the
Corporation  shall  from  time  to  time  provide,  signed  certificates
of the
Secretary  setting  forth any  change  of names of  officers  and other
persons
authorized to act  hereunder on behalf of the  Corporation,  which
certificates
shall become a part of these Resolutions.