FEDERAL HOME LOAN MORTGAGE CORPORATION

                            ACKNOWLEDGEMENT AGREEMENT

         This Acknowledgement  Agreement,  entered into effective as of the
23rd
day of March , 1995[1] (the  "Agreement"), by and among the  Federal  Home
Loan
Mortgage Corporation, a corporate instrumentality of the United States
("Freddie
Mac"), MONUMENT  MORTGAGE, INC.,[2] organized and existing under the laws
of the
STATE OF  CALIFORNIA,[3] whose chief  executive office is located at 3091
CITRUS
CIRCLE,  SUITE 150.  WALNUT CREEK, CA 94598[4](the "Servicer"),  and
RESIDENTIAL
FUNDING  CORPORATION,[5] organized  and existing  under the laws of the
STATE OF
DELAWARE,[6]whose chief executive office is located at 8400 NORMANDALE LAKE
BLVD.
SUITE 600, MINNEAPOLIS, MINNESOTA 55437[7] (the "Secured Party");

                              W I T N E S S E T H:

         WHEREAS,  the Servicer and the Secured  Party have  entered  into,
or,
contemporaneous  with the execution of this  Agreement,  intend to enter
into, a
security agreement (the "Security  Agreement")  whereby the Servicer
granted, or
will grant, to the Secured Party a security interest in, among other
things, (a)
part or all of the conditional,  non-delegable  right of the Servicer to
service
certain  single-family  mortgages for Freddie Mac, which mortgages are
described
with  particularity  in  Addendum  A to this  Agreement  (the
"Mortgages"),  in
exchange for the right to retain certain payments  otherwise due to Freddie
Mac,
pursuant to the terms of the unitary, indivisible master servicing contract
(the
"Servicing  Contract"`,  a; described in the Freddie Mac Sellers' and
Servicers'
Guide,  as it may be  amended  from  time to  time  (the  "Guide"),  and
(b) any
proceeds  resulting from the sale of such right to service mortgages for
Freddie
Mac (the  Servicing  Contract and such proceeds  hereinafter  referred to
as the
"Servicing  Collateral;" the security interest in the Servicing  Collateral
held
by  the  Secured  Party  hereinafter  referred  to as  the  "Servicing
Security
Interest"); and
___________________
[1]  Type day, month and year on which Agreement is executed by Servicer.
[2]  Type complete legal name of Servicer.
[3]  If Servicer is a corporation or a depository institution organized
under
state law, type name of state in which the corporation or depository
institution
was organized, as follows "state of CALIFORNIA (name of state)."  If
Servicer is
a depository institution organized under the laws of the United States
(such as
a federally-chartered commercial bank or savings and loan association),
type
"United States."
[4]  Type street address (including any office, suite or floor number),
city and
state or Servicer's chief executive office.
[5]  Type complete legal name of Secured Party.
[6]  If the Secured Party is a corporation or a depository institution
organized
under state law, type name of state in which the corporation or depository
institution was organized, as follows:  "state of DELAWARE (name of
state)."  If
the Secured Party is a depository institution organized under the laws of
the
United States (such as a federally-chartered commercial bank or savings and
loan
association) type "United States."
[7]  Type street address (including any office, suite or floor number),
city and
state of Secured Party's chief executive office.

<PAGE>

         WHEREAS,  the Servicer's  grant of the Servicing  Security
Interest is
prohibited under the terms of the Guide, unless Freddie Mac shall consent
to the
grant of such security interest by entering into this Agreement; and

         WHEREAS, the Servicer and the Secured Party have requested that
Freddie
Mac consent to the grant of the Servicing Security Interest,  and Freddie
Mac is
agreeable to so doing,  on the terms and conditions set forth in this
Agreement,
in consideration of the acknowledgments,  promises, undertakings,
warranties and
representations  on the part of the Servicer and the Secured  Party set
forth in
this Agreement.

         NOW, THEREFORE,  for good and valuable  consideration,  the
receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto
agree as
follows:

     1. Extent of Servicing  Security Interest.  Based upon the
representations
and  warranties  of the  Servicer  and  the  Secured  Party  set  forth  in
this
Agreement,  and subject to the terms and conditions  stated herein,
Freddie Mac
consents to the grant by the Servicer of the Servicing  Security Interest
in the
Servicing  Collateral,  but does not consent to the grant of any other
security
interest in collateral not included in the Servicing Collateral.

     2.  Purpose  of  Servicing  Security   Interest;   Loan  Participation
and
Assignment of a Loan; No Additional  Interests in Servicing  Security
Interest.
The  Servicer  represents  and  warrants  that it has  granted or will
grant the
Servicing Security Interest,  and the Secured Party represents and warrants
that
it has taken or will take the  Servicing  Security  Interest,  as
collateral to
secure an  extension  of credit  for a purpose  permitted  by Freddie  Mac.
The
Secured  Party  also  represents  and  warrants  that,  if it sells  one or
more
participations  in a loan, or assigns a loan, made to the Servicer in
connection
with the Security Agreement,  each participant or the assignee shall be
bound by
a written  agreement  with the Secured  Party (a) to benefit  under the
Security
Agreement and this Agreement  exclusively by and through the Secured Party,
(b)
to  authorize  the  Secured  Party  or its  agent  to act  exclusively  for
each
participant  or the assignee with respect to this Agreement and Freddie
Mac, and
(c) to  agree  that all  terms  of this  Agreement  shall  be  binding
upon the
participant or the assignee as if it had executed the same. The Servicer
and the
Secured Party each further  represents and warrants  that,  besides the
grant of
the  Servicing  Security  Interest  by the  Servicer,  and/or  a sale  of a
loan
participation  or  assignment  of a loan  (as  provided  for in the
immediately
preceding  sentence) by the Secured  Party,  it has not, and it will not,
sell,
grant or convey to any other person any interest  whatsoever in this
Agreement,
the Servicing Security Interest, the Servicing Collateral,  and/or the
Servicing
Contract.

     3. Filing of Financing  Statement.  If, under the Security  Agreement,
the
Servicer grants to the Secured Party the Servicing Security  Interest,  but
does
not grant to the  Secured  Party a security  `merest in other  rights
which are
similar to the Servicing  Collateral and which are owned by the Federal
National
Mortgage   Association   ("Fannie  Mae"),  the  Government   National
Mortgage
Association  ("Ginnie Mae"), or another investor,  the Secured Party agrees
that
it will write,  or cause to be written,  the following  language in, or
attached
to,  each  financing  statement  which it shall file,  or cause to be
filed,  in
connection with the Security Agreement:

         "The security interest referred to in this financing statement
         is subject and subordinate in each and every respect (a) to all
rights,
         powers and  prerogatives  of Freddie Mac under and in  connection
with
         Purchase Documents, as that term is defined in the Freddie Mac
Sellers'
         & Servicers' Guide, which rights include, without limitation, the
right
         of Freddie Mac to  disqualify  the debtor  named  herein as an
approved
         Freddie Mac  seller/servicer,  with or without cause,  and the
right to
         terminate the unitary,  indivisible  master  servicing  contract
and to
         transfer  and sell all or any portion of said  servicing
contract,  as
         provided in the  Purchase  Documents;  and (b) to all claims of
Freddie
         Mac arising out of any and all defaults and outstanding
obligations of
         the debtor to Freddie Mac."

If, in  contrast  to the facts  set  forth in the  immediate  preceding
paragraph,  the  Servicer,  in addition  to  granting  to the Secured
Party the
Servicing  Security  Interest,  also  grants  to the  Secured  Party a
security
interest in other rights which are similar to the Servicing Collateral and
which
are owned by Fannie  Mae,  Ginnie Mae, or another  investor,  the Secured
Party
agrees that it will write, or cause to be written, the following language
in, or
attached to, each financing statement which it shall file, or cause to be
filed,
in connection with the Security Agreement:

         "The  security  interest  referred to in this  financing
statement  is
         subject and  subordinate  in each and every  respect (a) to all
rights,
         powers and  prerogatives  of one or more of the following:  the
Federal
         Home Loan Mortgage  Corporation  ("Freddie  Mac"), the Federal
National
         Mortgage  Association  ("Fannie Mae"), the Government National
Mortgage
         Corporation  ("Ginnie  Mae"), or such other investors that own
mortgage
         loans, or which guaranty  payments on securities based on and
backed by
         pools of mortgage  loans,  identified on the  exhibit(s) or
schedule(s)
         attached to this financing statement (the "Investors");  and (b)
to all
         claims  of an  Investor  arising  out  of  any  and  all  defaults
and
         outstanding  obligations  of the debtor to the  Investor.  Such
rights,
         powers  and   prerogatives  of  the  Investors  may  include,
without
         limitation,  one or more of the following:  the right of an
Investor to
         disqualify  the debtor  from  participating  in a  mortgage
selling or
         servicing  program or a securities  guaranty program with the
Investor;
         the right to terminate contract rights of the debtor relating to
such a
         mortgage selling or servicing  program or securities  guaranty
program;
         and the right to transfer and sell all or any portion of such
contract
         rights following the termination of those rights."

     4. Subordination of Servicing Security Interest.  The Secured Party
and the
Servicer hereby  acknowledge that the Servicing Security Interest is
subject and
subordinate in each and every respect (a) to all rights,  powers and
perogatives
of Freddie Mac under and in connection with the Purchase Documents, as that
term
is defined in the Freddie Mac Sellers' & Servicers' Guide, which rights
include,
without  limitation,  the right of Freddie Mac to disqualify  the Servicer
as an
approved  Freddie Mac  seller/servicer,  with or without cause, and the
right to
terminate the Servicing  Contract with the Servicer and to transfer and
sell all
or any portion of the Servicing Contract, as provided in the Purchase
Documents;
and (b) to payment of all of Freddie  Mac's Claims and Freddie  Mac's
Servicing
Transfer  Costs,  as  defined  below in  Sections  8(a)(1)  and  8(a)(2) of
this
Agreement.

     5.  Non-Applicability of Security Agreement and of UCC. Each of the
parties
agrees, and expressly acknowledges its understanding, that Freddie Mac
shall not
be bound  in any way  whatsoever  by any  terms or  provisions  of the
Security
Agreement,  and that in the event of an actual or apparent  conflict
between the
provisions of the Security  Agreement and the  provisions of this Agreement
with
respect to the rights or obligations  of the Servicer or the Secured Party,
the
provisions of this Agreement shall govern.  Each of the parties also
agrees, and
expressly  acknowledges  its  understanding,   that  Freddie  Mac's  rights
and
obligations  under this  Agreement  will in no way be derived from or
subject to
Article  9 of the UCC,  as it may have  been  adopted  in any  state or
federal
district or territory; provided, however, that the foregoing provision
shall not
affect  the  applicability  of Article 9 to the  creation  and  validity
of the
Servicing  Security Interest and the  enforceability  of the Servicing
Security
Interest against the Servicer or third parties other than Freddie Mac.

     6.  Continuation  of  Security  Interest in  Proceeds.  Each of the
parties
agrees, and expressly acknowledges its understanding,  that if Freddie Mac
shall
exercise its right to terminate  the  Servicing  Contract,  the Secured
Party's
Servicing Security Interest shall continue with respect to any Surplus
Proceeds,
as that term is defined in Section  8(a)(11) below,  subject to all of the
terms
and conditions of Sections 8(a) through 8(9) below.

     7. Covenant to Cooperate  and Not to Interfere;  Waiver of Standing to
Sue.
The  Servicer  and the Secured  Party (to the extent that the Secured
Party may
directly  or  indirectly  be in  possession  or control of any of the
Servicing
Collateral  or any  documentation,  agreements,  data,  information  or
proceeds
related in any way to the Servicing  Collateral or the Servicing  Contract)
each
covenants  that it will cooperate with Freddie Mac in all respects in
connection
with any  termination  of, or  transfer  or sale of, the  Servicing
Contract by
Freddie Mac. The Secured Party hereby waives any and all right or standing
which
it may have, directly or indirectly,  as a secured creditor of the
Servicer,  or
in any other  capacity,  to protest a  disqualification  of the  Servicer
as an
approved  Freddie Mac  seller/servicer  or a  termination  by Freddie Mac
of the
Servicing  Contract,  and  agrees  not to  interfere  in any  way,
directly  or
indirectly,  with any  termination  by Freddie Mac of the Servicing
Contract or
with Freddie Mac's  exercise of any of its rights  relating  thereto,
including
Freddie Mac's right to effectuate an Interim  Servicing  Transfer or a
Permanent
Servicing  Transfer,  as defined  below in  Sections  8(a)(3) and  8(a)(4).
The
Secured Party also hereby waives any right or standing which it might
otherwise
have to bring suit, and hereby  covenants that it All not bring suit to
restrain
or enjoin any termination of, or transfer or sale of, the Servicing
Contract by
Freddie  Mac,  or any  exercise  by Freddie  Mac of any of its  rights
relating
thereto,  including  Freddie  Mac's  right to  effectuate  an Interim
Servicing
Transfer or a Permanent Servicing Transfer;  provided, however, that the
Secured
Party does not  hereby  waive its right to bring suit  against  Freddie
Mac for
damages arising out a breach of this Agreement by Freddie Mac.

     8.  Permanent  Servicing  Transfer  by  Freddie  Mac;  Payment  of
Surplus
Proceeds.

          (a) Definitions.  For the purposes of this Agreement,  the
following
terms shall have the meanings ascribed to them in the paragraphs below.

               1.  "Freddie  Mac's  Claims"  means  the  amounts  of any
and all
defaults and  outstanding  obligations  of the Servicer due and owing to
Freddie
Mac,  including  Freddie Mac's attorneys' fees and costs,  whether arising
under
the Purchase  Documents or any agreement or instrument  constituting part
of, or
entered into or given in connection with, a purchase  contract  (including,
but
not  limited  to, a  guaranty,  a  letter  of  credit  agreement,  an
indemnity
agreement,  or a spread account  agreement);  or associated with the
purchase or
sale of securities  from or to Freddie Mac  (including,  but not limited
to, any
transactions  entered  into  between the  Servicer  and the  Security
Sales and
Trading Group ("SS&TG") of Freddie Mac, or any  organizational  units of
Freddie
Mac which may, at any time hereafter,  perform any or all of the functions
which
are presently  performed by SS&TG);  or  associated  with  repurchase
agreement
transactions  with Freddie Mac; or arising under any other agreement
between the
Servicer and Freddie Mac.

               2. "Freddie Mac's  Servicing  Transfer Costs" means all
costs and
expenses  incurred by Freddie Mac relating to or arising from a Termination
With
Cause or a Termination  Without  Cause;  all payments made or costs
incurred by
Freddie Mac with  respect to an Interim  Servicing  Transfer;  and all
costs and
expenses  incurred  by  Freddie  Mac in  connection  with an actual or
proposed
Permanent  Servicing  Transfer;  and including Freddie Mac's attorneys'
fees and
costs.

               3.  "Interim  Servicing  Transfer"  means  the  appointment
of a
servicer by Freddie Mac to service  the  Mortgages,  usually for a period
not to
exceed 180 days,  following a Termination  With Cause or a  Termination
Without
Cause  and  prior  to the  effective  date of a  Permanent  Servicing
Transfer,
effectuated in accordance with the Servicing Transfer Procedures.

               4.  "Permanent  Servicing  Transfer"  means  a  transfer  of
the
Servicing  Contract to a new servicer,  following a Termination  With Cause
or a
Termination  Without Cause and, if  applicable,  following an Interim
Servicing
Transfer, all effectuated in accordance with the Servicing Transfer
Procedures.

               5. "Secured  Party's  Claims" means all defaults and
outstanding
obligations  of the Servicer to the Secured Party under the Security
Agreement,
and any related loan agreements or other agreements between the Servicer
and the
Secured Party.

               6. "Secured Party's Servicing Transfer Costs" means all
costs and
expenses  incurred by the Secured Party in connection with an actual or
proposed
Permanent Servicing Transfer.

               7.  "Servicing  Transfer With  Assumption of Warranties"
means a
Permanent  Servicing  Transfer  in which  the new  servicer  assumes  all
of the
warranties and obligations of the Servicer under the Purchase Documents
relating
to the sale of the Mortgages to, or the servicing of the Mortgages for,
Freddie
Mac, regardless of whether such warranties and obligations were made and
assumed
by the Servicer  upon the sale of the Mortgages to Freddie Mac or assumed
by the
Servicer thereafter.

               8. "Servicing  Transfer Without Assumption of Warranties"
means a
Permanent  Servicing  Transfer in which the new servicer  does not assume
all of
the  warranties and  obligations  of the Servicer  under the Purchase
Documents
relating to the sale of the Mortgages to, or the servicing of the Mortgages
for,
Freddie Mac, regardless of whether such warranties and obligations were
made and
assumed by the Servicer upon the sale of the Mortgages to Freddie Mac or
assumed
by the Servicer thereafter.

               9. "Servicing  Transfer Proceeds" means the consideration
paid by
a new servicer to Freddie Mac in a Permanent Servicing Transfer
transaction.

               10. "Servicing  Transfer  Procedures" means the provisions
of the
Purchase  Documents  which  prescribe the terms and  conditions  under
which the
Seryicing  Contract may be terminated and  transferred and sold, as
supplemented
by Freddie Mac corporate policies relating to servicing transfer
procedures,  as
the same may be revised  from time to time,  which shall at all times apply
with
equal force and effect to all Interim  Servicing  Transfers and to all
Permanent
Servicing  Transfers  effectuated by Freddie Mac, whether occurring
pursuant to
this Agreement or not.

               11. "Surplus  Proceeds" means any monies available for
payment to
the Secured Party and to the Servicer,  equal to the balance of monies
remaining
from the Servicing  Transfer  Proceeds or the  Termination  Fee after
deduction
therefrom  of the amounts of Freddie  Mac's Claims and Freddie  Mac's
Servicing
Transfer Costs.

               12.  "Termination  Fee"  means the fee  payable  by  Freddie
Mac
resulting  from a Termination  Without Cause,  as determined  under the
Purchase
Documents.

               13. "Termination With Cause" means a termination of the
Servicing
Contract  between  Freddie Mac and the  Servicer  for cause  under the
Purchase
Documents.

               14.  "Termination  Cause" means a  termination  of the
Servicing
Contract  between Freddie Mac and the Servicer  without cause under the
Purchase
Documents, pursuant to which a Termination Fee is payable by Freddie Mac.

          (b) Notice to Secured Party of  Termination  With Cause or
Termination
Without Cause;  Interim Servicing Transfer.  Freddie Mac shall have at all
times
the  unqualified  right to  effect a  Termination  With  Cause or a
Termination
Without Cause and to transfer and sell the Servicing Contract in accordance
with
the  Servicing  Transfer  Procedures.  If Freddie Mac shall effect a
Termination
With  Cause  or a  Termination  Without  Cause  with  respect  to the
Servicing
Contract,  Freddie  Mac will give the  Secured  Party  notice  of the
same,  in
accordance with the provisions of Section 8(b)(1) below.

               1.  Notice to Secured  Party.  Freddie  Mac will give notice
of a
Termination  With Cause or a  Termination  Without  Cause to the  Secured
Party
within  ten (10) days after the date of the  notice of  termination.  The
notice
shall  be in the  form of a copy of the  notice  of  Termination  With
Cause or
Termination Without Cause sent to the Servicer. Notwithstanding the terms
of the
first sentence of this Section 8(b)(1),  the Secured Party agrees, and
expressly
acknowledges  its  understanding  that (A) Freddie Mac will not be liable
to the
Secured  Party for failure to provide  such notice on a timely basis and
(B) the
Secured  Party may contract with the Servicer to require the Servicer to
provide
such notice on a timely basis.

Following  receipt  of notice of the  termination,  the  Secured  Party may
then
contact  Freddie Mac to determine (A) whether the  termination was a
Termination
With Cause or a Termination  Without Cause;  and (B) whether the
termination has
been followed by an immediate  Interim  Servicing  Transfer.  Freddie Mac
agrees
that, within fifteen (15) days after giving the notice provided for in the
first
paragraph  of this  Section  8(b)(1),  and within  each thirty  (30)-day
period
thereafter until a Permanent  Servicing  Transfer has been effectuated,  it
will
provide the Secured  Party with  estimates  of Freddie  Maces Claims and
Freddie
Mac's Servicing Transfer Costs.  Freddie Mac will also provide the Secured
Party
with the final  amounts of Freddie  Mac's  Claims and  Freddie  Mac's
Servicing
Costs, as provided in Sections 8(c) and 8(f) below.

               2.  Interim  Servicing  Transfer  Immediate  Effectuateded.
If,
following the  termination,  Freddie Mac shall have  immediately
effectuated an
Interim Servicing Transfer, the Secured Party may exercise its option to
seek to
arrange a Permanent Servicing Transfer, as set forth in Section 8(c) below.

               3. Impracticality of Interim Servicing Transfer.  Freddie
Mac and
the Secured Party agree, and expressly  acknowledge  their  understanding,
that
incurring  the  cost  of an  Interim  Servicing  Transfer  may  be
impractical,
particularly  if it shall  appear  likely that the cost of an Interim
Servicing
Transfer  may  exceed  the amount of Freddie  Mac's  Claims  and  Freddie
Mac's
Servicing  Transfer  Costs.  If,  following  a  termination,  Freddie  Mac
shall
determine that  effectuating an Interim  Servicing is  impractical,
Freddie Mac
shall immediately  notify the Secured Party of that  determination.  The
Secured
Party expressly  acknowledges its understanding  that, in such case, the
Secured
Party likely would not elect to seek to arrange a Permanent  Servicing
Transfer
under  Section  8(c)  below,   and  Freddie  Mac  would   instead   assume
sole
responsibility  for  effectuating a Permanent  Servicing  Transfer in
accordance
with the  provisions of Section 8(d) below.  If,  however,  after
reviewing the
first  estimates of Freddie  Mac's Claims and Freddie Mac's  Servicing
Transfer
Costs provided under Section  8(b)(1),  the Secured Party  nevertheless  in
good
faith  disagrees  with  Freddie  Mac's  determination   regarding  the
economic
impracticality  of an Interim Servicing  Transfer,  the Secured Party shall
have
the right to arrange an Interim Servicing  Transfer with a Freddie  Mac-
approved
servicer.  Such an  Interim  Servicing  Transfer  shall only be on terms no
less
favorable to Freddie Mac than those negotiable by Freddie Mac.

If the Secured  Party shall  decide to exercise  its right to arrange an
Interim
Servicing  Transfer,  it shall  give  Freddie  Mac notice of its latent to
do so
within a reasonable period of time after receiving Freddie Mac's notice
provided
for in the immediately  preceding paragraph.  If the Secured Party gives
Freddie
Mac such notice,  the Secured  Party shall have a  reasonable  period of
time to
arrange for the Interim Servicing  Transfer.  If the Secured Party shall
arrange
for an  Interim  Servicing  Transfer  on the terms set forth in the
immediately
preceding  paragraph,  Freddie Mac and the Secured  Party shall then
proceed to
arrange for a Permanent  Servicing Transfer in accordance with the
provisions of
Sections 8(c) and 8(d) below  (excluding  the notice  provision set forth
in the
first clause of the first sentence of Section 8(c)).

If it shall eventually occur that the amount of the Servicing  Transfer
Proceeds
are less than the amount of the sum of Freddie  Mac's  Claims and Freddie
Mac's
Servicing Transfer Costs, the Secured Party hereby expressly agrees to
indemnify
Freddie Mac for the amount of the difference; provided, however, that the
amount
of indemnification  shall under no circumstances be greater than the cost
of the
Interim  Servicing  Transfer  arranged by the Secured  Party under this
Section
8(b)(3).  Freddie Mac may request of the Secured Party reasonable
assurances of
the Secured Party's ability to pay a prospective claim for  indemnification
(as
reasonably estimated by the parties) before Freddie Mac shall permit the
Secured
Party to arrange for an Interim Servicing  Transfer.  In determining
whether or
not to  request  such  reasonable  assurances,  and in  determining  the
nature
thereof,  Freddie Mac may consider the totality of circumstances relating
to the
Secured Party's  financial,  management,  and regulatory  status at the
time the
Secured Party requests to arrange an Interim Servicing Transfer.

If the  Secured  Party  (A)  shall not give the  notice  specified  in the
first
paragraph  of this  Section  8(b)(3) on a timely  basis,  or (B) shall give
such
notice, but shall not arrange for an Interim Servicing Transfer on the
terms and
conditions  specified  in this  section,  or (C)  shall not  provide
reasonable
assurances  requested by Freddie Mac, then the Secured Party's rights under
this
Section  (b)(3)  shall  expire.  In such case,  Freddie  Mac shall  assume
sole
responsibility  for  arranging a Permanent  Servicing  Transfer  pursuant
to the
provisions of Section 8(d) below.

          (c) Secured  Party's  Request to Arrange  Servicing With
Assumption of
Warranties.  The  Secured  Party  may,  within  ten (10) days  after the
date of
Freddie Mac's notice  provided for under Section  8(b)(1) request to
enforce its
Servicing  Security  interest  by giving  Freddie  Mac notice  stating
that the
Secured Party so elects and that the Secured Party  understands and
acknowledges
that its right to  enforce  its  security  interest  is and  shall be
expressly
conditioned upon Freddie Mac's approval of any proposed new servicer
(including
the  Secured   Party,   if  the  Secured  Party  is  an  approved   Freddie
Mac
seller/servicer)  and upon such a servicer's  being  actually able to
satisfy or
discharge all of Freddie Mac's Claims and Freddie Mac's Servicing Transfer
Costs
and consummate a Servicing Transfer With Assumption of Warranties.

               1.   Effectuation  of  Servicing   Transfer  With
Assumption  Of
Warranties.  If Freddie Mac shall  receive a notice from the Secured Party
which
compiles with the terms of the immediately preceding sentence,  Freddie Mac
will
reasonably  cooperate  with the  Secured  Party in seeking to effect a
Servicing
Transfer with Assumption of Warranties, in accordance with the provisions
of the
Servicing  Transfer  Procedures,  to an  approved  Freddie  Mac
seller/servicer
(including  the Secured Party,  if the Secured Party is an approved
Freddie Mac
seller/servicer)  which,  in the  determination  of Freddie Mac, is
competent to
service  the  Mortgages,  and any other  mortgages  then being  serviced
by the
Servicer,  in  accordance  with the terms of the Purchase  Documents;
provided,
however,  that such a transfer must be effectuated within 180 days from the
date
of the notice received by Freddie Mac in accordance with the requirements
of the
first sentence of this Section 8(c) and shall be expressly  conditioned
upon the
satisfaction  or discharge by any proposed new servicer of all of Freddie
Mac's
Claims and Freddie Mac's Servicing  Transfer Costs; and, further provided,
that
the Secured Party shall have compiled with all the provisions of this
Agreement.
If a Servicing  Transfer with  Assumption of Warranties  arranged by the
Secured
Part and  approved by Freddie Mac shall be  effectuated,  the Secured
Party and
Freddie Mac shall  proceed in  accordance  with the  provisions of Sections
8(e)
through 8(g) below.

In addition to the  estimates  provided for under Section  8(b)(1),
Freddie Mac
agrees to make its best  effort to  provide  the  Secured  Party  with the
final
amounts of Freddie  Mac's  Claims and Freddie  Mac's  Servicing  Transfer
Costs
within  150  days  from  the  date of the  notice  received  by  Freddie
Mac in
accordance with the requirements of the first sentence of this Section
8(c). If,
however,  Freddie  Mac is not able to furnish  such final  amounts  within
said
150-day period, then it shall make its best effort to do so within 180
days, and
the period for effectuating a transfer shall be extended to 210 days.
Additional
extensions  of  thirty  (30)  days  for  providing  the  final  amounts
and for
effectuating  a  transfer  may be agreed  upon by  amendment  to this
Agreement
pursuant to the provisions of Section 16 below.

               2. Secured Party's Inability to Arrange  Servicing  Transfer
with
Assumption of Warranties. If, within 180 days (or such greater period of
time as
may be applicable  pursuant to the provisions of Section  8(c)(l)) from the
Gate
of the notice received by Freddie Mac in accordance with the requirements
of the
first  sentence of this Section 8(c),  the Secured Party shall not have
arranged
for a Servicing  Transfer with  Assumption  of Warranties  acceptable to
Freddie
Mac, in accordance  with the  provisions of the Servicing  Transfer
Procedures,
Freddie  Mac will  assume  sole  responsibility  for  effectuating  a
Permanent
Servicing Transfer,  in accordance with the provisions of the Servicing
Transfer
Procedures and the provisions of Section 8(d) below.

               3. No Request by Secured Party. Freddie Mac shall also
effectuate
a Permanent  Servicing  Transfer if the Secured  Party shall not give to
Freddie
Mac a written notice which complies with the provisions of the first
sentence of
this Section  8(c).  In such case,  Freddie Mac will  effectuate  the
Permanent
Servicing  Transfer  within  180 days from the  expiration  of the ten
(10)-day
period set forth in the first sentence of this Section 8(c).

          (d)  Permanent  Servicing  Transfer  Arranged  By Freddie  Mac.
If the
Secured Party shall be unable to arrange a Servicing Transfer with
Assumption of
Warranties  acceptable  to Freddie Mac,  pursuant to the  provisions  of
Section
8(c),  Freddie  Mac will assume sole  responsibility  for  arranging a
Permanent
Servicing  Transfer.  Freddie  Mac will seek to  arrange a  Permanent
Servicing
Transfer, in order of preference,  in accordance with the provisions of
Sections
8(d)(1), 8(d)(2), and 8(d)(3) below.

               1. Consummation of Servicing Transfer with Assumption
Warranties.
If Freddie Mac is able to arrange for a Servicing  Transfer  with
Assumption of
Warranties,  it will do so and conclude the transfer  within 180 days of
the end
of the 180-day  period in which the Secured  Party  sought to arrange for
such a
transfer,  pursuant to the terms of Section 8(c). In such case, Freddie Mac
will
give the  Secured  Party  notice  of the  transfer  within  ten (10) days
of the
effective date. Within 30 days of the date of such notice, the Secured
Party may
submit a  statement  of the  Secured  Party's  Claims  and the  Secured
Party's
Servicing  Transfer  Costs,  in conformity  with the  provisions of Section
8(e)
below,  and the  parties  will  proceed in  accordance  with the
provisions  of
Sections 8(e) through 8(9) below.

               2. Secured  Party's  Election to Service.  If, at any time
during
the 180-day period provided for in Section 8(d)(1),  Freddie Mac shall
determine
that it will be unable to arrange for a Servicing  Transfer  With
Assumption of
Warranties,  Freddie Mac shall so notify the Secured Party. If the Secured
Party
shall be an approved  Freddie Mac  Seller/Servicer,  the Secured  Party may
give
Freddie  Mac notice  requesting  that the  Secured  Party be approved as
the new
servicer of the Mortgages and all other mortgages which had been serviced
by the
Servicer  for Freddie  Mac.  Such request may provide for the use by the
Secured
Party of a servicing  agent, as that term is defined in the Purchase
Documents.
If Freddie Mac shall receive such a notice from the Secured  Party,
Freddie Mac
will review the  request in  accordance  with the  provisions  of the
Servicing
Transfer  Procedures.  Freddie Maces  determination of whether or not to
approve
the request shall De  conditioned  upon (A) the Secured Party s having
complied
with all the  provisions  of this  Agreement;  (B.) the Secured  Party's
actual
satisfaction  or  discharge  of all of Freddie  Mac's  Claims and all of
Freddie
Mac's Transfer Costs;  (C) the Secured  Party's  agreement to effect a
Servicing
Transfer With Assumption  warranties:  (D) Freddie Mac's  determination
that the
Secured Party (and any proposed  servicing agent, if applicable) is
competent to
service the Mortgages,  and all other  mortgages which have been serviced
by the
Servicer,  in accordance with the terms of the Purchase  Documents;  and
(E) the
Secured Party's ability to consummate the Servicing  Transfer With
Assumption of
Warranties  with a reasonable  period of time,  as determined by Freddie
Mac, in
its sole and  absolute  discretion.  If Freddie  Mac shall  approve  the
Secured
Party's  request to be the new  servicer  of the  Mortgages,  and the
Servicing
Transfer  With  Assumption  of  Warranties  shall be  effectuated  on the
terms
described in this Section 8(d)(2),  the provisions of Sections 8(e) through
8(9)
shall not be applicable to the transfer.

               3. Servicing  Transfer Without  Assumption of Warranties.
If the
Secured  Party shall not request to be  approved as the new  Servicer,  or
if it
shall so request and Freddie Mac shall  disapprove  the request,  in
accordance
with the  Servicing  Transfer  Procedures,  Freddie Mac shall then
effectuate a
Servicing Transfer Without Assumption with Warranties. In such case, the
Secured
Party's  Servicing  Security Interest in Surplus Proceeds shall be
extinguished,
and the Secured  Party shall have no further  rights under this  Agreement.
The
Secured  Party  and  the  Servicer  agree,  and  expressly   acknowledge
their
understanding,  that because of the indeterminate  potential for monetary
losses
to Freddie Mac resulting from the liability to effect a Servicing  Transfer
With
Assumption of Warranties, there cannot be any Surplus Proceeds in the event
of a
Servicing Transfer Without Assumption of Warranties resulting from the
transfer,
and, therefore, they hereby waive any claim to any Surplus Proceeds in the
event
of a Servicing Transfer Without Assumption of Warranties.

          (e) Secured  Party's Claims and Servicing  Transfer  Costs.
Within 30
days after the date of a notice of the  effectuation  of a  Permanent
Servicing
Transfer by Freddie  Mac, or within 30 days of the  effectuation  of a
Permanent
Servicing Transfer which the Secured Party  participating in arranging
under the
provisions  of Section  8(c),  the  Secured  Party may  submit to Freddie
Mac a
statement  of the  Secured  Party's  Claims and the  Secured  Party's
Servicing
Transfer Costs.  Absent manifest error,  the statement  submitted by the
Secured
Party shall be deemed to be conclusive of the  correctness of the amount
payable
to the Secured Party out of Surplus  Proceeds,  if any,  under the
provisions of
Section 8(9) below.

          (f)  Determination of Freddie Mac's Claims and Freddie Mac's
Servicing
Transfer  Costs.  After the  effective  date of a Permanent  Servicing
Transfer
effectuated under the provisions of Section 8(d)(1), Freddie Mac shall
determine
the amounts of Freddie Mac's Claims and Freddie Mac's Servicing  Transfer
Costs.
Freddie Mac shall  complete  such  determination  within 120 days
following the
effective date of the Permanent Servicing Transfer.

          (g) Accounting and Distribution of Any Surplus  Proceeds.
Immediately
following  completion of the  determination  of Freddie Mac's Claims and
Freddie
Mac's  Servicing  Transfer  Costs,  Freddie  Mac shall pay to itself  the
sum of
Freddie  Mac's  Claims and Freddie  Mac's  Servicing  Transfer  Costs out
of the
amount of the Servicing  Transfer  Proceeds or the Termination Fee.
Immediately
thereafter,  Freddie Mac shall render an  accounting to the Secured Party
and to
the  Servicer by sending  them a notice which shall inform them of the
amount of
the Servicing  Transfer  Proceeds or the Termination  Fee; the sum which
Freddie
Mac has paid to itself to cover Freddie Mac's Claims and Freddie Maces
Servicing
Transfer Costs; the amount of the Surplus Proceeds,  if any; and the
amounts, if
any, of the Surplus  Proceeds  payable to the  Secured  Party and the
Servicer,
respectively.

Freddie Mac shall make disbursement of any Surplus Proceeds to the Secured
Party
and the Servicer  contemporaneously  with the sending of the notice
provided for
in the immediately  preceding  paragraph.  Distribution of any Surplus
Proceeds
shall be payable  as  follows:  first,  to the  Secured  Party on account
of the
Secured  Party's  Claims;  second,  to the  Secured  Party for the amount
of the
Secured Party's  Transfer Costs;  and third, to the Servicer.  Freddie Mac
shall
pay interest on the amount of any Surplus  Proceeds paid to the Secured
Party or
to the Servicer. Interest shall be payable at the rate of Freddie Mac's
costs of
funds, as determined by Freddie Mac, for the period  commencing on the
effective
date of the Permanent  Servicing  Transfer and ending on the day before the
date
of the notice provided for in the immediately preceding paragraph.

     9. Secured Party's Foreclosure of Servicing Security Interest.

          (a)  Request.  If the  Secured  Party  shall,  at any time,
declare a
default of the Servicer under the Security  Agreement,  and if Freddie Mac
shall
not previously  have given the Secured Party notice of a Termination  With
Cause
or a  Termination  Without  Cause,  the  Secured  Party may  request  that
it be
permitted to foreclose  its security  interest by seeking to arrange a
Permanent
Servicing  Transfer which is effectuated as a Servicing Transfer With
Assumption
of  Warranties.  The Secured  Party may make such request by giving
Freddie Mac
notice in accordance with the provisions of Section 8(c) of this
Agreement.  If
the  Secured  Party  shall  give  Freddie  Mac  notice  in  conformity
with the
requirements  of Section  8(c),  the  Secured  Party and  Freddie Mac shall
then
proceed in accordance with the balance of the provisions of Section 8(c)
and the
applicable provisions of Sections 8(d) through (9).

          (b) Secured Party's Power of Attorney. The Servicer hereby
irrevocably
appoints  the Secured  Party,  and any  designee of the  Secured  Party,
as its
attorney-in-fact  to request,  seek to arrange,  and  cooperate in
effecting any
Permanent Servicing Transfer,  including a sale of the Servicing Contract.
Said
power of attorney  shall be deemed to be in addition to, and shall not
limit the
scope  of,  any  power  of  attorney  granted  by the  Servicer  in the
Secured
Agreement. In connection with any such Permanent Servicing Transfer and any
such
sale of the Servicing  Contract which Freddie Mac may approve,  Freddie Mac
will
accept the power of attorney as authorizing  the Secured Party to act for
and on
behalf of the Servicer in performing  any and all acts  necessary to effect
such
transactions,  and will not consider or regard the Secured Party, when
acting as
such attorney-in-fact, as being the transferor of the Servicing Contract.

          (c)  Continuing   Right  to  Effectuate   Termination  With
Cause  or
Termination  Without  Cause.  Notwithstanding  the  provisions of Section-
9(a),
Freddie Mac shall, during the 180-day Period under Section 9(a) during
which the
Secured  Party may seek to arrange a Permanent  Servicing  Transfer,
retain its
right to effectuate a Termination With Cause or a Termination  Without
Cause, in
accordance with the provisions of the Servicing Transfer Procedures.  If
Freddie
Mac shall exercise this right during the 180-day period,  Freddie Mac shall
give
the Secured Party notice of the termination in conformity with the
requirements
of Section  8(b)(1),  and  Freddie  Mac and the  Secured  Party will
thereafter
proceed in  accordance  with all of the  applicable  provisions of Sections
8(a)
through  8(g) with  respect to any Interim  Servicing  Transfer,  the
Permanent
Servicing Transfer, and the payment of any Surplus Proceeds.  Freddie Mac
agrees
that it will not effectuate a Termination  With Cause solely because of the
fact
that the Secured  Party  declares a default of the  Servicer  under the
Security
Agreement;  provided,  however, that if the fact or occurrence
constituting the
basis for the Secured  Party's  declaration of a default shall also
constitute a
default or a breach of an  obligation  or  warranty  of the  Servicer
under the
Purchase  Documents,  Freddie Mac shall not be  precluded  from
effectuating  a
Termination with Cause based upon such fact or occurrence.

     10. Partial Servicing Security Interest. If the Servicing Security
Interest
of the  Security  Party only  relates to part of the  mortgages  serviced
by the
Servicer under the Servicing Contract (a "Partial Servicing Security
Interest"),
the provisions of Sections 8 and 9 hereof shall apply only to the limited
extent
stated in the  remainder  of this  Section  10,  and the rest of the
rights and
obligations  of the parties  shall be determined  under the  Servicing
Transfer
Procedures.  In the event that Freddie Mac shall effect a Termination With
Cause
or a  Termination  Without Cause of the  Servicer,  and the Servicer  shall
have
granted only a Partial Servicing Security Interest to the Secured Party,
Freddie
Mac shall give notice to the Secured Party in accordance  with the
provisions of
Section  8(b)(1),  and the parties  shall then  proceed in  accordance
with the
Servicing Transfer Procedures. In the event that the Secured Party shall
declare
a default of the Servicer under the Security  Agreement,  and the Servicer
shall
have granted only a Partial  Servicing  Security  Interest to the Secured
Party,
the  Secured  Party shall give  notice of the  default to Freddie  Mac,
and the
parties shall then proceed in accordance with the Servicing Transfer
Procedures.

     11. Reliance Upon Written Notices. The Secured Party and the Servicer
agree
that  Freddie Mac shall be entitled  to rely on any written  notice,
direction,
request or consent  received by Freddie Mac pursuant to the  provisions  of
this
Agreement which Freddie Mac reasonably believes to be genuine.

     12.  Indemnification  of Freddie  Mac. The Secured  Party hereby
agrees to
indemnify  and hold  Freddie  Mac  harmless  from and against any and all
actual
losses,  liabilities,  damages,  charges or expenses  (including  Freddie
Mac's
reasonable  attorneys'  fees)  incurred  by  Freddie  Mac as a result of
(a) the
material  breach of any provision of this  Agreement by the Secured Party
or (b)
the willful conduct of any other person  (including the Servicer)  acting
at the
specific direction of the Secured Party.

     13.  Indemnification  of  Secured  Party.  Freddie  Mac  hereby
agrees  to
indemnify  and hold the  Secured  Party  harmless  from and  against any
and all
actual losses,  liabilities,  amages, charges or expenses (including the
Secured
Party's reasonable attorneys' fees) incurred by the Secured Party as a
result of
(a) the material breach of any provision of this Agreement by Freddie Mac
or (b)
the willful  conduct of any other  person  acting at the  specific
direction of
Freddie Mac.

     14. Notices.

          (a) Addresses.  Any notice required or permitted to be given
under the
terms of this  Agreement  may be given by  delivering or mailing the same
to the
following addresses:

                           If to Freddie Mac:

                           Federal Home Loan Mortgage Corporation
                           8200 Jones Branch Drive
                           McLean, VA 22102

                           Attention: Vice President--Institutional Credit
Risk

                           If to the Servicer:[8]

                           MONUMENT MORTGAGE, INC.
                           3021 CITRUS CIRCLE. SUITE 150
                           WALNUT CHEEK. CA. 94598

                           Attention: PAUL GARRIGUES
                           Telephone No.: (510) 906-5868
                           Telecopier No.: (510) 944-7040

                           If to the Secured Party:[9]

                           RESIDENTIAL LENDING CORPORATION
                           1646 NORTH CALIFORNIA BLVD. SUITE 400
                           WALNUT CREEK. CA. 94596

                           Attention: D. GRAHAM SHIPMAN
                           Telephone No.: (510) 935-0614
                           Telecopier No.: (510) 935-6424

or to such other  addresses  and  persons as the  parties  hereto may in
writing
hereafter indicate by like notice.

          (b) Effectiveness. A notice shall be in writing unless
communicated by
telephone to the attention of the person  identified  above and confirmed
within
one  business  day  thereafter  by a  writing  sent to  such  person  by
telex,
telecopier or other direct written  electronic means,  charges prepaid. A
notice
may be (i) personally delivered (including delivery by a private mail or
courier
service) at the appropriate address stated  hereinabove;  or (ii) sent by
telex,
telecopier or other direct written electronic means,  charges prepaid;  or
(iii)
sent by United States registered,  certified,  or express mall, postage
prepaid.
Any  notice  personally  delivered  shall be  deemed to have  been  validly
and
effectively given on the day of such delivery.  Any notice  communicated
orally
and confirmed in writing the following business day shall be deemed to have
been
validly  and  effectively  given on the  date of such  oral  communication.
Any
________________
[8]  Type address to which nontices should be sent, and title or name of
person
to whom they should be addressed.
[9]  Type address to which notices should be sent, and title or name of
person
to whom they should be addressed.

<PAGE>

written  notice  transmitted  by  telex,  telecopier  or  other  direct
written
electronic  means shall be deemed to have been validly and effectively
given on
the day (if a business  day,  and, if not, on the next business day) on
which It
is  transmitted.  Any notice sent by United  States malt shall be deemed to
have
been validly and effectively  given on the fifth day (if a business day,
and, if
not, on the next business day) after it shall have been  deposited in the
United
States Mall.

     15. Entire Agreement.  This Agreement constitutes the entire Agreement
among the parties  concerning the subject matter hereof,  and supersedes
any and
all prior representations,  statements,  discussions and negotiations
concerning
this  Agreement and the subject  matter hereof which may have been made or
which
may  have  occurred  prior to or  contemporaneous  with  the  execution  of
this
Agreement.

     16.  Amendments.  This  Agreement may not be amended,  and none of its
terms  may be  waived,  except by a writing  which  specifically  refers to
this
Agreement,  which expressly states that it constitutes an amendment or
waiver to
this  Agreement,  and  which is  signed by the  party or  parties  against
whom
enforcement of the amendment or waiver is sought.

     17. Severability.  If any term or provision of this Agreement shall be
held to be unenforceable by a court of competent  jurisdiction,  the
validity of
all of the remaining provisions of this Agreement shaft not be affected,
and the
rights and obligations of the parties shall be construed and enforced as if
this
Agreement did not contain the particular term or provision held to be
invalid.

     18.  Rights  Cumulative.  All rights  granted to Freddie Mac hereunder
shall be  cumulative  and shall be in addition to any other rights which
Freddie
Mac may have under the Purchase  Documents or under  applicable law.
Nothing in
this  Agreement  is intended to or shall be  construed to amend or modify
any of
the terms or  provisions  of the  Purchase  Documents  or any  other
agreements
between the Servicer and Freddie Mac.

     19.  No  Waiver.  Neither  delay  on the  Part of  Freddie  Mac in the
exercise  any of its rights  hereunder,  nor any  partial  exercise  of any
such
right, shall constitute a waiver of such right or of any other rights of
Freddie
Mac under this Agreement.

     20. Successors and Assigns.  This Agreement shall be binding upon, and
shall  inure  to the  benefit  of,  the  parties  hereto  and  their
respective
successors and assigns.

     21.  Governing Law. This  Agreement and the rights and  obligations of
the parties  hereunder shall be construed in accordance with and governed
by the
laws of the United States. Insofar as there may be no applicable precedent,
and
insofar as to do so will not  frustrate  the  purposes of this  Agreement
or the
transactions  governed hereby,  the local laws of the State of New York
shall be
deemed reflective of the laws of the United States.

     N WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and  delivered by their duly  authorized  corporate  officers as
of the
date and year first written above.


                                       FEDERAL HOME LOAN MORTGAGE
CORPORATION


                                       By  (Signature)

                                         Leslie Crouch
                                       Typed Name

                                         Rick Analyst
                                       Typed Title


                                       RESIDENTIAL FUNDING CORPORATION[10]
10


                                       By  (Signature)

                                         D. GRAHAM SHIPMAN
                                       Typed Name

                                         VICE PRESIDENT
                                       Typed Title


                                         MONUMENT MORTGAGE, INC.[11]
11

                                         920209                 [12]
12
                                       ------------------------------------
----


                                       By  (Signature)

                                         PAUL GARRIGUES
                                       Typed Name

                                         SENIOR VICE PRESIDENT / CFO
                                       Typed Title

_______________
[10]  Type name of Secured Party.
[11]  Type name of Servicer.
[12]  Type Freddie Mac seller/servicer number.

<PAGE>

                     FEDERAL HOME LOAN MORTGAGE CORPORATION

                                   ADDENDUM A

                                       TO

                            ACKNOWLEDGEMENT AGREEMENT


The Mortgages,  as defined in the Acknowledgement  Agreement,  are the
following
(check applicable box):



[X]      All  single-family  mortgages which are now, or which hereafter
are, in
         the ordinary  course of business,  serviced by the Servicer for
Freddie
         Mac under the terms of the Servicing Contract.

[_]     The  single-family  mortgages listed below or on pages attached
hereto,
         which are now  serviced by the Servicer for Freddie Mac under the
terms
         of the  Servicing  Contract.  (List  each such  mortgage.  State,
at a
         minimum, the Freddie Mac loan number and name(s) of the
borrower(s) for
         each mortgage.)



<PAGE>


                                                         EXHIBIT G
EXHIBIT G


                                  SUBSIDIARIES


                                        States
                                        Qualified
                                        to do
Name             Incorporated           Business           Owned (%)


                           (to be completed by Company)




<PAGE>


                                  SUBSIDIARIES

            AT THIS TIME MONUMENT MORTGAGE, INC. HAS NO SUBSIDIARIES.



<PAGE>


                                                         EXHIBIT H
EXHIBIT H


                           FORM OF OPINION OF COUNSEL


Residential Funding Corporation
Attention: Sandra L. Oakes
8400 Normandale Lake Blvd., Suite 600
Minneapolis, Minnesota 55497

Re:      $12,000,000  Loan (the "Loan")  under  Warehousing  Credit and
Security
         Agreement  (the  "Agreements)  by  and  between   RESIDENTIAL
FUNDING
         CORPORATION,   a  Delaware  corporation  (the  "Lender")  and
MONUMENT
         MORTGAGE, INC., a California corporation (the "Company"),
guaranteed by
         JAMES  W.  NOACK   ("Noack")   and  JAMES  A.   UMPHRYES
("Umphryes")
         (hereinafter  collectively referred to as the "Guarantors") and
secured
         by the "Collateral" (as defined in the Agreement).

Gentlemen:

         We are  special  counsel  to the  Company  and  to  the
Guarantors  in
connection  with the Loan.[1] As counsel, we have prepared  and/or
examined the
following documents:

1.       Executed copy of the Warehousing  Promissory  Note, dated March ,
1995,
         made  by the  Company  payable  to the  order  of  the  Lender,
in the
         principal amount of Ten Million Dollars ($10,000,000).

2.       Executed copy of the Sublimit  Promissory  Note, dated March ___,
1995,
         made  by the  Company  payable  to the  order  of  the  Lender,
in the
         principal amount of Six Million Dollars ($6,000,000).

3.       Executed copy of the Working  Capital  Promissory  Note,  dated
March ,
         1995,  made by the Company  payable to the order of the Lender,
in the
         principal amount of One Million Dollars ($l,000,000).

4.       Executed copy of the Term Loan Promissory  Note, dated March ___,
1995,
         made  by the  Company  payable  to the  order  of  the  Lender,
in the
         principal amount of One Million Dollars ($l,000,000).

5.       Executed copy of the Warehousing  Credit and Security  Agreement
by and
         between  the  Company  and the  Lender,  dated  March  ___,  1995
(the
         "Agreement").

_____________
[1]  The form of opinion should be modified as necessary if separate
counsel is
employed for Company and for Guarantor.

<PAGE>
6.       Undated UCC Financing Statements perfecting a  security  interest
in
         collateral, tangible and intangible.

7.       Executed copy of the Guaranty, dated March ___, 1995 (the "Noack
         Guaranty"), made by JAMES W. NOACK to the Lender.

8.       Executed copy of the Guaranty, dated March ___, 1995 (the
"Umphryes
         Guaranty"), made by JAMES A. UMPHRYES to the Lender.

9.       The Articles of Incorporation of the Company,  together with
amendments
         thereto,  as  certified  by the  Secretary  of  State  of the
State of
         California.

10.      The Bylaws of the Company, as certified on ______________, 19___
by the
         Secretary of the Company as then being complete, accurate and in
         effect.

11.      Resolutions  of the Board of  Directors  of the  Company,  adopted
at a
         meeting held on , 19___,  as certified by the  Secretary of the
Company
         on , 19___ as then being complete,  accurate and in effect,
authorizing
         the  borrowing  of the  Loan  and the  execution  and  delivery
of and
         performance under the Agreement.

12.      Certificate of Good Standing for the Company, dated __________,
19___,
         issued by the Secretary of State of the State of California.[2]

         The  above  enumerated  items,  numbered  1,  2,  3,  4,  5  and
6 are
collectively referred to as the "Loan Documents."

         The  opinions  which follow are subject to the  following
assumptions,
limitations and qualifications:

A.       We have assumed the  genuineness of all  signatures,  other than
of the
         Company and the Guarantors, the authenticity of all documents
submitted
         to us as originals,  and the conformity with the original
documents of
         all  documents   submitted  to  us  as  reproduced   copies,   and
the
         authenticity of all such latter documents.

B.       We have assumed the organization, existence, good standing and
capacity
         of all persons and entities other than the Company and the
Guarantors,
         and that such parties, other than the Company and the Guarantors,
have
         the  right,  power  and  authority  to  execute  and  deliver  the
Loan
         Documents and to perform thereunder.

C.       We have assumed that the Lender's  obligations  under the
Agreement are
         within  the  powers  of the  Lender  and have  been  duly  and
validly
         authorized  and that the  Agreement  has been duly executed and
validly
         delivered by the Lender.

_______________
[2]  A certificate of good standing, dated as of a date within ninety (90)
days
of the date of the Agreement, for the state where the Company is
incorporated
and for each state where the Company is transacting business as a foreign
corporation should be listed.

<PAGE>

D.       As to various questions of fact material to this opinion,  we have
made
         such  factual  inquiries  of the Company and the  Guarantors,  and
have
         examined such other documents and made such  examinations of
applicable
         laws,  as we  have  deemed  necessary  for  purposes  of  the
opinions
         expressed herein.  However, where we state that a matter is to the
best
         of our  knowledge,  we have relied upon the written  statements
of the
         Guarantors  and the officers of the Company,  with no inquiry as
to the
         facts other than as  necessary  to  establish  that such  reliance
was
         reasonable on our part.

         Based  upon  such  examinations  and  investigations,  and  such
other
investigations  and examinations as we have deemed necessary for the
purposes of
the opinions  expressed herein,  and subject to the assumptions  stated
above in
paragraphs A through D,  inclusive,  and in our capacity as special
counsel for
the Company and the Guarantors, we are of the opinion that:

                          [Opinions Concerning Company]

1.       The Company and each  Subsidiary of the Company[3] is a
corporation  duly
         organized,  validly existing and in good standing under the laws
of the
         jurisdiction in which it is  incorporated  and has the full legal
power
         and  authority  to own its  property  and to carry on its
business  as
         currently conducted.

2.       The Company 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 Company has the power and authority to execute, deliver and
perform
         the Loan Documents. The execution, delivery and performance of the
Loan
         Documents by the Company,  including without limitation, the
borrowings
         under the  Agreement and the pledge of the  Collateral,  have been
duly
         and  validly  authorized  by all  necessary  actions on the part
of the
         Company.

4.       The Loan  Documents  have  been  duly  executed  and  delivered
by the
         Company.  The Loan Documents  constitute  the legal,  valid and
binding
         obligations of the Company and are enforceable in accordance with
their
         respective terms against the Company, except that enforceability
may be
         limited by applicable bankruptcy,  insolvency,  reorganization or
other
         similar laws affecting the rights of creditors,  and general
principles
         of equity.

 5.      Upon delivery to the Lender of those items of Collateral
consisting of
         promissory notes secured by mortgages or deeds of trust ("Pledged
         Mortgages")or mortgage-backed securities ("Pledged Securities"),
or in
         the case of Pledged  Securities issued in book-entry form or
issued in
         certificated form and delivered to a clearing corporation (as such
term
         is defined in the Uniform Commercial Code) or its nominee, upon
(a)
         registration of such Pledged Securities in the name of a financial
         intermediary (as such term is defined in the Uniform Commercial
Code)
         in  an account containing only customer securities, (b) the
notation of
         Lender's security interest in such Pledged Securities on the
records of
         such  financial intermediary, by book entry or otherwise, and (c)
the
         sending by such financial intermediary to the Lender of
confirmation of
         such  notation, the Lender will have a valid and perfected first
         security interest therein. We assume, in giving this opinion, that
such
         items of Collateral will be owned by the Company and that, at the
time
         the Lender's security interest is noted on the records of any
financial
         intermediary, such Pledged Securities will be free of any interest

______________
[3]  In the alternative, state that the Company has no Subsidiaries.

<PAGE>


         created through the Federal Reserve Bank, clearing corporation
and/or
         financial intermediary. With respect to Pledged Mortgages, the
laws of
         certain jurisdictions may require the recordation of an assignment
of
         such deeds of trust or mortgages in order to perfect a security
         interest in the deed of trust or mortgage (as opposed to the notes
         secured thereby). If the Lender does not record its assignment of
deeds
         of trust or mortgages in such  jurisdictions, we express no
opinion as
         to the Lender's perfected security interest in such deeds of trust
and
         mortgages (as opposed to the notes secured thereby) constituting
part
         of the Collateral.

6.       The execution, delivery and performance by the Company of the Loan
         Documents, will not (i) conflict with or violate any provision of
the
         Articles of Incorporation or By-laws of the Company; (ii) require
any
         license, approval or other action by any governmental authority
that
         has not been obtained; (iii) to the best of our knowledge, result
in
         the creation of any lien, charge or encumbrance upon any property
or
         assets of the Company other than in favor of the Lender; (iv) to
the
         best of our knowledge, result in a violation or breach of any term
or
         provision, constitute a default under or result in or require the
         acceleration of any indebtedness of the Company pursuant to, any
         agreement or other instrument to which the Company may be bound or
to
         which the Company or any of its property may be subject; or (v) to
the
         best of our knowledge, result in any violation of the provisions
of any
         law or, to the best of our knowledge, any order of any court or
any
         governmental agency, to which the Company may be bound or to which
the
         Company or any of its property may be subject.

7.       To  the  best  of  our  knowledge,  there  are no  actions,
suits,  or
         proceedings  pending or threatened against or affecting the
Company, in
         any court or before any arbitrator or governmental  authority
which, if
         adversely  determined,  may  reasonably  be  expected  to result
in any
         material  and adverse  change in the  business,  operations,
assets or
         financial condition of the Company as a whole.

8.       The making of the Advances as  contemplated  by the Agreement
will not
         violate  Regulation G of the Board of Governors of the Federal
Reserve
         System.

9.       The Company is not an "investment company" within the meaning  f
the
         Investment Company Act of 1940, as amended.

                      [Opinions Concerning the Guarantors]

10.      The Noack  Guaranty has been duly executed and delivered by Noack.
The
         Noack Guaranty  constitutes the legal,  valid and binding
obligation of
         Noack and is  enforceable  in accordance  with its terms against
Noack,
         except that  enforceability  may be limited by  applicable
bankruptcy,
         insolvency,  reorganization  or other similar laws affecting the
rights
         of creditors, and general principles of equity.

11.      The Umphryes Guaranty has been duly executed and delivered by
Umphryes.
         The  Umphryes  Guaranty   constitutes  the  legal,  valid  and
binding
         obligation of Umphryes and is enforceable in accordance  with its
terms
         against  Umphryes,   except  that  enforceability  may  be
limited  by
         applicable bankruptcy, insolvency, reorganization or other similar
laws
         affecting the rights of creditors, and general principles of
equity.

12.      The execution, delivery and performance by the Guarantors of their
         respective Guaranties will not (a) require any license, approval
or
         other action by any governmental authority that has not been
obtained;
         (b) to the best of our knowledge, result in the creation of any
lien,
         charge or encumbrance upon any property or assets of the
Guarantors
         other than in favor of the Lender; (c) to the best of our
knowledge,
         result in a violation or breach of any term or provision,
constitute
         a default under, or result in or require the acceleration of any
         indebtedness of the Guarantors pursuant to any agreement or other
         instrument to which the Guarantors may be bound or to which the
         Guarantors or any of their respective properties may be subject;
or
         (d) result in any violation of the provisions of any law or, to
the best
         of our knowledge, any order of any court or any governmental
agency,
         to which the Guarantors may be bound or to which the Guarantors or
any
         of their respective properties may be subject.

13.      To  the  best  of  our  knowledge,  there  are no  actions,
suite,  or
         proceedings  pending or threatened against or affecting the
Guarantors,
         in any court or before any arbitrator or governmental  authority
which,
         if adversely  determined,  may  reasonably be expected to result
in any
         material  adverse  change in the assets or  financial  condition
of the
         Guarantors.

         This opinion may be relied upon by you and your  successors and
assigns
and by any participant in the Loan.

         All capitalized terms used herein, not otherwise defined herein,
shall
have the meanings given such terms in the Agreement.


                                       Very truly yours,

                                       __________________________________

                                       By:_______________________________




<PAGE>


Gorelick & Bowman, attorneys

                                 April 11, 1995

Residential Funding Corporation
Attention: Sandra L. Oakes
8400 Normandale Lake Blvd., Suite 600
Minneapolis, Minnesota 55437

RE:      $12,000,000  Loan (the "Loan")  under  Warehousing  Credit and
Security
         Agreement  (the  "Agreement")  by  and  between   RESIDENTIAL
FUNDING
         CORPORATION,   a  Delaware  corporation  (the  "Lender")  and
MONUMENT
         MORTGAGE, INC., a California corporation (the "Company"),
guaranteed by
         JAMES  W.  NOACK   ("Noack")   and  JAMES  A.   UMPHRYES
("Umphryes")
         (hereinafter  collectively  referred to as the Guarantors") and
secured
         by the "Collateral" (as defined in the Agreement).

Gentlemen:

         We are  special  counsel  to the  Company  and  to  the
Guarantors  in
connection  with the Loan.  As counsel,  we have  prepared  and/or
examined the
following documents:

1.                Executed copy of the Warehousing  Promissory Note, dated
March
                  22,  1995,  made by the  Company  payable  to the order
of the
                  Lender,  in  the  principal  amount  of  Ten  Million
Dollars
                  ($10,000,000).

2.                Executed copy of the Sublimit Promissory Note, dated
March 22,
                  1995,  made by the Company payable to the order of the
Lender,
                  in the principal amount of Six Million Dollars
($6,000,000).

3.                Executed copy of the Working Capital  Promissory  Note,
dated
                  March 22,  1995,  made by the Company  payable to the
order of
                  the Lender,  in the  principal  amount of One Million
Dollars
                  ($1,000,000).

4.                Executed copy of the Term Loan  Promissory  Note,  dated
March
                  22,  1995,  made by the  Company  payable  to the order
of the
                  Lender,  in  the  principal  amount  of  One  Million
Dollars
                  ($1,000,000).

5.                Executed copy of the Warehousing Credit and Security
Agreement
                  by and between  the  Company  and the Lender,  dated
March 22,
                  1995 (the "Agreement").





<PAGE>


                      SCHEDULE OF EXISTING LINES OF CREDIT

LENDER NAME          COMMITMENT AMOUNT              EXPIRATION DATE


IMPERIAL BANK        5,000,000                      AUG. 4, 1995

DLJ                 15,000,000                      JUN 30, 1995



<PAGE>


                                                          EXHIBIT K
EXHIBIT K

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


March ___, 1995

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

Gentlemen:

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

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

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


                                            Very truly yours,

                                            MONUMENT MORTGAGE, INC.,
                                            a California corporation


                                            By:

                                            Its:


ACKNOWLEDGED AND AGREED THIS
_____ DAY OF ____________, 1995.

THE FIRST NATIONAL BANK OF CHICAGO

By:______________________________

Its:_____________________________



<PAGE>


                                                               EXHIBIT M
EXHIBIT M

                       SECURITY AGREEMENT AS PROVIDED FOR
                   BY THE UNIFORM COMMERCIAL CODE OF MINNESOTA
                        (Form of Bailee Pledge Agreement)


         For new value this day  received,  and as  collateral  security
for the
payment of any and all indebtedness and liability of MONUMENT MORTGAGE,
INC., a
California corporation (the "Company") under that certain Warehousing
Credit and
Security  Agreement  dated as of March ___, 1995, as may be amended from
time to
time,  by and  between  the Company and  RESIDENTIAL  FUNDING  CORPORATION
(the
"Lender"),  the  Company  creates and grants in favor and for the benefit
of the
Lender a security interest in and to the instruments and documents
described in
Exhibit C-SF attached to this Agreement.

                            (LIST OF MORTGAGE LOANS)

                [for each Mortgage Loan identified herein, attach
                            a completed Exhibit C-SF]


         The Company has given to (escrow or title company),  who has
possession
of such instruments and documents,  notice of the foregoing  described
security
interest  in  favor  of the  Lender  or  the  Company  has  possession  of
such
instruments  and documents and  acknowledges  the foregoing  described
security
interest in favor of the Lender.

         The Company  further  agrees to deliver the documents  described
in the
attached Exhibits C-SF to the Lender, immediately upon the request of the
Lender
(whether written or oral), but in any event, on or before five (5) days
from the
date hereof unless otherwise requested by the Lender.

         The Company  further agrees that this  Agreement  shall be binding
upon
and inure to the benefit of the legal representatives,  successors or
assigns of
the Lender.

         The  Company  further  agrees that all  rights,  interests,
duties and
liabilities  arising hereunder shall be determined  according to the laws
of the
State of Minnesota.
                        WAREHOUSING PROMISSORY NOTE


$10, 000, 000                                            Date:  March 22 ,
1995

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

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

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

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

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

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

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

                            MONUMENT MORTGAGE, INC.,
                            a California corporation


                            By:____________________________

                            Its:  President



STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On March 22,  1995,  before me, a Notary  Public,  personally
appeared
James  W.  Noack , the  President  of  MONUMENT  MORTGAGE,  INC.,  a
California
corporation,  personally  known  to  me  (or  proved  to  me  on  the
basis  of
satisfactory  evidence) to be the person whose name is  subscribed to the
within
instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.

         WITNESS my hand and official seal.




                             Notary Public___________________________
                             My Commission Expires:__________________
(SEAL)



<PAGE>



                            SUBLIMIT PROMISSORY NOTE


$6,000,000                                                Date: March 22 ,
1995

         FOR  VALUE  RECEIVED,  the  undersigned,  MONUMENT  MORTGAGE,
INC.,  a
California corporation,  (herein called the Company),  hereby promises to
pay to
the order of  RESIDENTIAL  FUNDING  CORPORATION,  a  Delaware  corporation
(the
"Lender" or,  together with its  successors  and assigns,  the  "Holder")
whose
principal  place  of  business  is  8400  Normandale  Wake  Blvd.,   Suits
600,
Minneapolis, Minnesota 55437, or at such other place as the Holder may
designate
from time to time, the principal sum of Six Million  Dollars  ($6,000,000)
or so
much thereof as may be outstanding from time to time pursuant to the
Warehousing
Credit and  Security  Agreement  described  below,  and to pay  interest on
said
principal  sum or such part  thereof as shall  remain  unpaid from time to
time,
from the date of each  Advance  until  repaid in full,  and all  other
fees and
charges due under the  Agreement,  at the rate and at the times set forth
in the
Agreement.  All payments  hereunder  shall be made in lawful money of the
United
States and in immediately available funds.

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

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

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

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

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

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

                            MONUMENT MORTGAGE, INC.,
                            a California corporation


                            By:_______________________________

                            Its:  President



STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On March 22,  1995,  before me, a Notary  Public,  personally
appeared
James  W.  Noack , the  President  of  MONUMENT  MORTGAGE,  INC.,  a
California
corporation,  personally  known  to  me  (or  proved  to  me  on  the
basis  of
satisfactory  evidence) to be the person whose name is  subscribed to the
within
instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.

         WITNESS my hand and official seal.




                            Notary Public_________________________________
                            My Commission Expires:________________________
(SEAL)



<PAGE>


                         WORKING CAPITAL PROMISSORY NOTE


$1,000,000                                                Date: March 22 ,
1995

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

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

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

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

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

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

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

                            MONUMENT MORTGAGE, INC.,
                            a California corporation


                            By:__________________________________

                            Its:  Senior V.P. / CFO



STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On March 22, 1995, before me, a Notary Public, personally appeared
Paul
Garrigues,  the  Sr.  V.P.  / CFO  of  MONUMENT  MORTGAGE,  INC.,  a
California
corporation,  personally  known  to  me  (or  proved  to  me  on  the
basis  of
satisfactory  evidence) to be the person whose name is  subscribed to the
within
instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.

         WITNESS my hand and official seal.




                             Notary Public___________________________
                             My Commission Expires:__________________
(SEAL)



<PAGE>


                            TERM LOAN PROMISSORY NOTE


$1,000,000                                                Date: March 22 ,
1995

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

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

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

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

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

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

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

                            MONUMENT MORTGAGE, INC.,
                            a California corporation

                            By:________________________
                            Its:  Senior V.P. / CFO



STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On March 22, 1995, before me, a Notary Public, personally appeared
Paul
Garrigues,  the  Sr.  V.P.  / CFO  of  MONUMENT  MORTGAGE,  INC.,  a
California
corporation,  personally  known  to  me  (or  proved  to  me  on  the
basis  of
satisfactory  evidence) to be the person whose name is  subscribed to the
within
instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.

         WITNESS my hand and official seal.




                            Notary Public_____________________________
                            My Commission Expires:____________________
(SEAL)