SECOND AMENDMENT TO
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT

     THIS SECOND  AMENDMENT TO WAREHOUSING  CREDIT AND SECURITY  AGREEMENT
(this
"Amendment")  is  entered  into as of this 15th day of  December,  1995,
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  Commitment  Amount of Ten
Million
Dollars  ($10,000,000),  to finance the  origination and acquisition of
Mortgage
Loans as evidenced by a Warehousing  Promissory Note in the principal sum
of Ten
Million Dollars ($10,000,000), dated as of March 22, 1995, a Sublimit
Promissory
Note in the principal sum of Six Million Dollars ($6,000,000), dated as of
March
22, 1995, a Working Capital  Promissory Note in the principal sum of One
Million
Dollars  ($1,000,000),  dated as of March 22, 1995,  and a Term Loan
Promissory
Note in the principal sum of One Million Dollars ($1,000,000), dated as of
March
22, 1995,  (the  "Notes"),  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  has  requested  the Lender to extend the
period for
which the  Commitment  under the  Agreement  has been  made,  and the
Lender has
agreed to such extension 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 of this  Amendment  shall be December 31, 1995,
the
date on which the Company has complied with all the terms and conditions of
this
Amendment.

     3.  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 "January 31, 1996" in place of "December  31, 1995"  wherever it
appears in
such definitions.

     4. The Company shall deliver to the Lender (a) an executed original of
this
Amendment; and (b) a $250 Document Production Fee.

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

     6. 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.

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

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


                                 MONUMENT MORTGAGE, INC.,
                                 a California corporation


                                 By:________________________________
                                 Its:  Senior Vice President/CFO


                                 RESIDENTIAL FUNDING CORPORATION,
                                 a Delaware corporation


                                 By:________________________________
                                 Its:  Director



<PAGE>


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On August 7, 1995, 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 July 27, 1995,  before me, a Notary Public,  personally
appeared D.
Graham Shipman,  the Director of RESIDENTIAL FUNDING  CORPORATION,  a
California
corporation,  personally  known  to  me  (or  proved  to  me  on  the
basis  of
satisfactory  evidence) to be the person whose name is  subscribed to the
within
instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.

         WITNESS my hand and official seal.


                                   Notary Public_________________________
                                   My Commission Expires:________________
(SEAL)




<PAGE>


                              CONSENT OF GUARANTORS


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

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

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

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


                                 GUARANTORS:


                                 ___________________________________
                                 JAMES W. NOACK


                                 ___________________________________
                                 JAMES A. UMPHRYES


<PAGE>


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On August 7, 1995,  before  me, a Notary  Public,  personally
appeared
JAMES  W.  NOACK,  personally  known  to me (or  proved  to me on the
basis  of
satisfactory  evidence) to be the person whose name is  subscribed to the
within
instrument  and  acknowledged  to me that  he/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 July 27, 1995, before me, a Notary Public, personally appeared
JAMES
A.  UMPHRYES,  personally  known  to  me  (or  proved  to  me on  the
basis  of
satisfactory  evidence) to be the person whose name is  subscribed to the
within
instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.

         WITNESS my hand and official seal.


                                  Notary Public___________________________
                                  My Commission Expires:__________________
(SEAL)



<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 Second  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 8th day of December,  1995, at which  meeting a quorum was present.
I am
the keeper of the Minute  Book of the  Company  and said  resolutions  have
been
entered therein, have not been altered,  amended, repealed or rescinded,
and are
now in full force and effect.

     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 19th day of December , 1995.


                                   ______________________________
                                   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
"Commitment"),   with  a  present  commitment  amount  of  Ten  Million
Dollars
($10,000,000) (the "Commitment Amount"), with RESIDENTIAL FUNDING
CORPORATION, a
Delaware  corporation (the "Lender"),  as evidenced by a Warehousing
Promissory
Note in the  principal  sum of Ten Million  Dollars  ($10,000,000),  dated
as of
March 22, 1995, a Sublimit  Promissory  Note in the principal sum of Six
Million
Dollars  ($6,000,000),  dated as of March 22, 1995, a Working Capital
Promissory
Note in the principal sum of One Million Dollars ($1,000,000), dated as of
March
22, 1995,  and a Term Loan  Promissory  Note in the principal sum of One
Million
Dollars  ($1,000,000),  dated as of March 22, 1995, and by a Warehousing
Credit
and Security  Agreement  dated as of March 22,  1995,  as the same may have
been
amended or supplemented (the "Agreement"); and

     WHEREAS, the Company proposes to extend the period for which the
Commitment
has been made;

     WHEREAS, to evidence such extension of the Commitment, the Company
proposes
to execute and deliver a Second  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 have  determined
that it
will be in the best  interests  of this  Company  for the  Company to
extend the
Commitment.

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

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

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

     FURTHER RESOLVED,  that any One (insert minimum number required to
sign) of
the following  officers of the Company:  President,  Executive  Vice
President,
Senior Vice  President,  Assistant Vice  President,  Secretary,  Vice
President,
Assistant  Sec.  (list  titles of officers  authorized,  do not list
individual
names),  shal1 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 the Company hereby authorizes the Lender to
accept
the Company's bailee pledge  agreements,  advance requests,  shipping
requests,
wire transfer instructions and security delivery instructions transmitted
to the
Lender via facsimile or electronic transmission,  and that said documents,
when
transmitted by facsimile or electronic  transmission,  shall have the same
force
and effect as the originals.

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