FIRST AMENDMENT TO
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT


         THIS FIRST AMENDMENT TO WAREHOUSING CREDIT AND SECURITY AGREEMENT
(this
"Amendment")  is entered  into as of this 27th day of July,  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  and  term  loan  facility  as  evidenced
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 by
certain
Notes as described in the Agreement; and

         WHEREAS,  the Company has  requested  the Lender amend certain
terms of
the Agreement,  and the Lender has agreed to such amend 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. Section 1.1 of the Agreement shall be amended by adding the
following
definitions:

                  "Excess Working Capital Collateral Value" means as of the
date
         of  determination,  the  Working  Capital  Collateral  Value
minus the
         outstanding principal balance of all Working Capital Advances.

                  "Term  Loan  Collateral   Value"  means  as  of  the
date  of
         determination,  the lesser of: (a)  seventy  percent  (70%) of the
most
         recent Appraised Value of the FNMA Servicing  Contracts included
in the
         Servicing  Collateral,  or (b)  one  percent  (1%)  of the
outstanding
         principal  balance of the  Mortgage  Loans  serviced  pursuant  to
FNMA
         Servicing  Contracts  included in the Servicing  Collateral;
provided,
         that for purposes of calculating  the Term Loan Collateral  Value,
the
         following Mortgage Loans shall be excluded: (i) Mortgage Loans
excluded
         in calculating the Adjusted Servicing Portfolio, (ii) Mortgage
Loans in
         respect of which the Company has commenced foreclosure
proceedings, and
         (iii)  Mortgage Loans in respect of which any obligor is the
subject of
         a bankruptcy proceeding.

                  "Working  Capital  Collateral  Value"  means as of the
date of
         determination,  the lesser of: (a)  seventy  percent  (70%) of the
most
         recent Appraised Value of the FHLMC Servicing Contracts included
in the
         Servicing  Collateral,  or (b)  one  percent  (1%)  of the
outstanding
         principal  balance of the  Mortgage  Loans  serviced  pursuant to
FHLMC
         Servicing  Contracts  included in the Servicing  Collateral;
provided,
         that for purposes of calculating the Working Capital  Collateral
Value,
         the  following  Mortgage  Loans shall be excluded:  (i) Mortgage
Loans
         excluded in calculating the Adjusted Servicing Portfolio, (ii)
Mortgage
         Loans in  respect  of  which  the  Company  has  commenced
foreclosure
         proceedings,  and (iii)  Mortgage Loans in respect of which any
obliger
         is the subject of a bankruptcy proceeding.

     3. Section  2.3(b)(1) of the Agreement shall be deleted in its
entirety and
the following shall be substituted in lieu thereof:

                           (1) No Term  Loan  Advance  shall be made  if,
after
                  giving effect  thereto,  the aggregate  outstanding
principal
                  balance of all Term Loan  Advances  would exceed the Term
Loan
                  Collateral  Value plus the Excess Working  Capital
Collateral
                  Value as of the date of such Term Loan Advance.

     4. Section  2.5(b)(1) of the Agreement shall be deleted in its
entirety and
the following shall be substituted in lieu thereof:

                           (1) No  Working  Capital  Advance  shall  be
made if,
                  after giving effect  thereto,  (1) the  outstanding
principal
                  balance  of all  Working  Capital  Advances  would
exceed the
                  Working  Capital  Collateral  Value,  or (2)  the
outstanding
                  principal  balance of all Term Loan Advances  would
exceed the
                  Term Loan  Collateral  Value plus the Excess  Working
Capital
                  Collateral Value, in each case, as of the date of such
Working
                  Capital Advance.

     5. Section  2.9(h)(1) of the Agreement shall be deleted in its
entirety and
the following shall be substituted in lieu thereof:

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

     6. This Amendment shall become effective on the date ("Effective
Date") on
which, the Company shall deliver to the Lender (a) an executed  original of
this
Amendment; and (b) a Two Hundred Fifty Dollar ($250) document production
fee.

     7. 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.

     8. 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.

     9. 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: Vice President





<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 Vice  President  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 and the Notes.  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.

         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  and  term  loan  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 First  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 20th
day of
                  June,  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 7th day of August, 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
with a
present  commitment amount of Ten Million Dollars  ($10,000,000) and a term
loan
facility with a present  commitment  amount of One Million Dollars
($1,000,000)
with RESIDENTIAL FUNDING CORPORATION,  a Delaware corporation (the
"Lender"), as
evidenced  by a  Warehousing  Promissory  Note in the  principal  amount
of Ten
Million  Dollars  ($10,000,000),  a Sublimit  Promissory  Note in the
principal
amount of Six Million Dollars ($6,000,000), a Working Capital Promissory
Note in
the  principal  amount  of One  Million  Dollars  ($1,000,000),  and a Term
Loan
Promissory  Note in the principal  amount of One Million  Dollars
($1,000,000),
each  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 amend certain terms of Agreement;
and

         WHEREAS,  to evidence  such  amendment  of the  Agreement,  the
Company
proposes to execute  and deliver a First  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
amend the
Agreement.

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

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

         FURTHER RESOLVED, that the Amendment in the form presented to the
Board
of Directors  of this Company 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:  Chief Financial  Officer,
Executive
Vice President, or President (list titles of officers authorized),  shall
be and
are  authorized,  empowered  anal  directed in the name of and on behalf of
this
Company, to execute,  acknowledge and deliver the Amendment in the form
approved
by the Board of  Directors  of this  Company  as  aforesaid,  with such
changes
therein as may be  acceptable to such  officers,  as  conclusively
evidenced by
their execution thereof.

         FURTHER   RESOLVED,   that  such  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  Agreement
and to
carry out the purport and intent of the foregoing Resolutions.