WAREHOUSING CREDIT AND SECURITY AGREEMENT
                         (SINGLE-FAMILY MORTGAGE LOANS)

                                     BETWEEN

                MONUMENT MORTGAGE, INC., a California corporation

                                       AND

                        RESIDENTIAL FUNDING CORPORATION,
                             a Delaware corporation

                           Dated as of March 22 , 1995



---------------------------------------------------------------------------
----

---------------------------------------------------------------------------
----



<PAGE>



                                TABLE OF CONTENTS


PAGE
1. DEFINITIONS
 ...............................................................1
   1.1.Defined
Terms..........................................................1
   1.2.Other Definitional
Provisions.........................................15
2. THE
CREDIT................................................................15
   2.1.The Warehousing
Commitment............................................15
   2.2.Procedures for Obtaining Warehousing
Advances.........................17
   2.3.The Term Loan
Commitment..............................................19
   2.4.Procedures for Obtaining Term Loan
Advances...........................19
   2.5.The Working Capital
Commitment........................................21
   2.6.Procedures for Obtaining Working Capital
Advances.....................21

2.7.Notes.................................................................2
2

2.8.Interest..............................................................2
2
   2.9.Principal
Payments....................................................23
   2.10.Expiration of
Commitments............................................26
   2.11.Method of Making
Payments............................................27
   2.12.Warehousing Commitment
Fee...........................................27
   2.13.Working Capital Commitment
Fee.......................................27
   2.13. Working Capital Maturity
Date.......................................28
   2.14.Term Loan Commitment
Fee.............................................28
   2.15.Warehousing
Fees.....................................................28
   2.16.Miscellaneous
Charges................................................28
   2.17.Interest
Limitation..................................................29
   2.18.Increased Costs: Capital
Requirements................................29
3.
COLLATERAL................................................................3
0
   3.1.Grant of Security
Interest............................................30
   3.2.Release of Security Interest in
Collateral............................32
   3.3.Delivery of Additional Collateral or Mandatory
Prepaymt...............33
   3.4.Release of Warehousing
Collateral.....................................34
   3.5.Collection and Servicing
Rights.......................................34
   3.6.Return of Collateral at End of
Commitment.............................34
4. CONDITIONS
PRECEDENT......................................................35
   4.1.Initial
Advance.......................................................35
   4.2.Each
Advance..........................................................37
5. REPRESENTATIONS AND
WARRANTIES............................................38
   5.1.Organization: Good Standing;
Subsidiaries.............................38
   5.2.Authorization and
Enforceability......................................38

5.3.Approvals.............................................................3
9
   5.4.Financial
Condition...................................................39

5.5.Litigation............................................................3
9
   5.6.Compliance with
Laws..................................................40
   5.7.Regulations G and
U...................................................40
   5.8.Investment Company
Act................................................40
   5.9.Payment of
Taxes......................................................40

5.10.Agreements...........................................................4
0
   5.11.Title to
Properties..................................................41

5.12.ERISA................................................................4
1

5.13.Eligibility..........................................................4
1
   5.14.Place of
Business....................................................42
   5.15.Special Representations Concerning
Collateral........................42

5.16.Servicing............................................................4
4
   5.17.Special Representations Concerning Pledged Servicing
Contracts.......44
   5.18.Special Representations Concerning
Receivables.......................45
6. AFFIRMATIVE
COVENANTS.....................................................46
   6.1.Payment of
Notes......................................................46
   6.2.Financial Statements and Other
Reports................................46
   6.3.Maintenance of Existence; Conduct of
Business.........................48
   6.4.Compliance with Applicable
Laws.......................................48
   6.5.Inspection of Properties and
Books....................................48

6.6.Notice................................................................4
9
   6.7.Payment of Debt, Taxes,
etc...........................................49

6.8.Insurance.............................................................4
9
   6.9.Closing
Instructions..................................................50
   6.10.Subordination of Certain
Indebtedness................................50
   6.11.Other Loan
Obligations...............................................50
   6.12.Use of Proceeds of
Advances..........................................50
   6.13.Special Affirmative Covenants Concerning
Collateral..................50
7. NEGATIVE
COVENANTS........................................................51
   7.1.Contingent
Liabilities................................................52
   7.2.Sale or Pledge of Servicing
Contracts.................................52
   7.3.Merger; Sale of Assets;
Acquisitions..................................52
   7.4.Deferral of Subordinated
Debt.........................................52
   7.5.Loss of
Eligibility...................................................52
   7.6.Current
Ratio.........................................................52
   7.7.Debt to Adjusted Tangible Net Worth
Ratio.............................52
   7.8.Minimum Tangible Net
Worth............................................52
   7.9.Minimum Adjusted Tangible Net
Worth...................................52
   7.10.Minimum Servicing
Portfolio..........................................52

7.11.Dividends............................................................5
3
   7.12.Transactions with
Affiliates.........................................53
   7.13.Acquisition of Recourse Servicing
Contracts..........................53
   7.14.Special Negative Covenants Concerning
Collateral.....................53
8. DEFAULTS;
REMEDIES........................................................53
   8.1.Events of
Default.....................................................53

8.2.Remedies..............................................................5
6
   8.3.Application of
Proceeds...............................................59
   8.4.Lender Appointed Attorney-in-
Fact.....................................60
   8.5.Right of Set-
Off......................................................61
9.
NOTICES...................................................................6
1
10. REIMBURSEMENT OF EXPENSES;
INDEMNITY.....................................62
11. FINANCIAL
INFORMATION....................................................62
12.
MISCELLANEOUS............................................................63
   12.1.Terms Binding Upon Successors Survival of
Representations............63

12.2.Assignment...........................................................6
3

12.3.Amendments...........................................................6
3
   12.4.Governing
Law........................................................63

12.5.Participations.......................................................6
3
   12.6.Relationship of the
Parties..........................................63

12.7.Severability.........................................................6
4
   12.8.Operational
Reviews..................................................64
   12.9.Consent to Credit
References.........................................64
   12.10.Consent to
Jurisdiction.............................................64

12.11.Counterparts........................................................6
4
   12.12.Entire
Agreement....................................................65
   12.13.WAIVER OF JURY
TRIAL................................................65
<PAGE>


                                    EXHIBITS


Exhibit A-1                   Warehousing Promissory Note
Exhibit A-2                   Sublimit Promissory Note
Exhibit A-3                   Working Capital Promissory Note
Exhibit A-4                   Term Loan Promissory Note

Exhibit B-1                   Guaranty of James W.  Noack
Exhibit B-2                   Guaranty of James A.  Umphryes

Exhibit C-SF                  Request for Advance Against Single Family
Mortgage
                              Loans

Exhibit C-TL                  Term Loan Advance Request

Exhibit C-WC                  Working Capital Advance Request

Exhibit D-SF                  Procedures and Documentation for Warehousing
                              Single Family Mortgage Loans

Exhibit D-TL                  Procedures and Documentation for Requesting
Term
                              Loan Advances

Exhibit E                     Schedule of Servicing Contracts

Exhibit F                     Subordination of Debt Agreement

Exhibit G                     Subsidiaries

Exhibit H                     Legal Opinion

Exhibit I-SF                  Officer's Certificate

Exhibit J                     Schedule of Existing Warehouse Lines

Exhibit K                     Funding Bank Agreement (Wire)

Exhibit L                     Commitment Summary Report

Exhibit M                     Bailee Pledge Agreement




<PAGE>



     THIS  WAREHOUSING  CREDIT AND  SECURITY  AGREEMENT,  dated as of March
22 ,
1995,  between  MONUMENT  MORTGAGE,   INC.  ,  a  California   corporation
(the
"Company"), having its principal office at 3021 Citrus Circle, Suite 150,
Walnut
Creek,  California  94598  and  RESIDENTIAL  FUNDING  CORPORATION,   a
Delaware
corporation (the "Lendern),  having its principal office at 8400 Normandale
Lake
Blvd., Suite 600, Minneapolis, Minnesota 55437.

     WHEREAS,  the Company and the Lender  desire to set forth  herein the
terms
and conditions upon which the Lender shall provide warehouse financing,
related
working capital financing and term loan financing to the Company;

     NOW, THEREFORE, the parties hereto hereby agree as follows:

1.   DEFINITIONS .

     1.1.  Defined Terms.  Capitalized  terms defined below or elsewhere in
this
Agreement (including the Exhibits hereto) shall have the following
meanings:

          "Acknowledgment Agreement" has the meaning set forth in Section
8.2(i)
     hereof.

          "Adjustable  Rate Mortgage Loan" means a  Single-family  Mortgage
Loan
     that bears interest at a fluctuating rate and that is eligible for
purchase
     by an Investor.

          "Adjusted  Servicing  Portfolio" means, for any Person,  the
Servicing
     Portfolio of such Person,  but excluding the principal  balance of
Mortgage
     Loans  included in the Servicing  Portfolio at such date (a) which are
past
     due for principal of interest for sixty (60) days or more, (b) with
respect
     to which such Person is obligated to  repurchase or indemnify the
holder of
     the  Mortgage  Loans as a result of defaults on the  Mortgage  Loans
at any
     time during the term of such  Mortgage  Loans,  (c) for which the
Servicing
     Contracts  are not owned by such Person free and clear of all Liens
(other
     than in favor of the Lender),  or (d) which are serviced under
subservicing
     arrangements.(1)

          "Adjusted  Tangible Net Worth" means with respect to any Person
at any
     date,  the  Tangible Net Worth of such Person at such date plus the
product
     obtained by multiplying  one hundred basis points (0.01) times the
Adjusted
     Servicing Portfolio.(1)

          "Advance"  means a  disbursement  by the Lender  under the
Commitment
     pursuant to Article 2 of this  Agreement,  including,  without
limitation,
     Ordinary  Warehousing  Advances,  Wet  Settlement  Advances,   Home
Equity
     Advances, Nonconforming Advances, Second Mortgage Advances, Working
Capital
     Advances, Term Loan Advances and readvances of funds previously
advanced to
     the Company and repaid to the Lender.(1)
----------
(1)  Replaced in Third Amendment (2/29/96) - Page 4.



          "Advance  Request"  has the means a  Warehousing  Advance
Request,  a
     Working Capital Advance Request or a Term Loan Advance Request.

          "Affiliate"  has the  meaning  set forth in Rule 12b-2 of the
General
     Rules and Regulations under the Exchange Act.

          "Agreement"  means  this  Warehousing  Credit and  Security
Agreement
     (Single Family Mortgage Loans),  either as originally executed or as
it may
     from time to time be supplemented, modified or amended.

          "Appraisal"  means  a  certificate  of  independent  certified
public
     accountants or independent  financial  consultants  selected by the
Company
     and reasonably  satisfactory to the Lender as to the Appraisal Value
of the
     Servicing  Contracts  included  in the  Servicing  Collateral,  which
shall
     evaluate  such  Servicing   Contracts  based  upon  reasonably
determined
     categories of the Mortgage Loans  contained  therein and give effect
to any
     subservicing  agreement  to  which  any  such  Mortgage  Loan is or
will be
     subject,   which  certificate  shall  be  in  form,  substance  and
detail
     reasonably satisfactory to the Lender.

          "Appraised Value" means, at any date of determination, with
respect to
     the  FMMA  and  FHLMC  Servicing   Contracts   included  in  the
Servicing
     Collateral,  the fair  market  value  of the  Company's  right  to
service
     Mortgage  Loans  pursuant  to such  Servicing  Contracts,  calculated
as a
     percentage  of the unpaid  principal  amount of each  category  of
Mortgage
     Loans serviced pursuant thereto, as set forth in the most recent
Appraisal,
     adjusted to account for changes in the Mortgage Loans serviced
pursuant to
     such Servicing Contracts since the date of such Appraisal.

          "Approved  Custodian" means First Commonwealth  Savings Bank, or
other
     Person  which is deemed  acceptable  to the Lender from time to time
in its
     sole discretion.(1)

          "Bailee Pledge  Agreement" has the meaning set forth in Section
2.2(b)
     hereof.

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 4.



          "Base  Rate"  shall mean the  highest  prime rate  quoted by The
First
     National Bank of Chicago and most recently published by Knight-Ridder,
Inc.
     on its MoneyCenter  system. If the prime rate is not so quoted or
published
     for any period, then during such period the term "Base Rate" shall
mean the
     highest  quoted  prime  rate most  recently  published  in The Wall
Street
     Journal in its regular column entitled "Money Rates."

          "Business  Day"  means  any  day  excluding  Saturday  or  Sunday
and
     excluding any day on which  national  banking  associations  are
closed for
     business.

          "Calendar  Quarter" shall mean the three (3) month period
beginning on
     any January l, April I, July 1 or October 1.

          "Cash Collateral Account" means a demand deposit account
maintained at
     the Funding  Bank in the name of the Lender and  designated  for
receipt of
     the proceeds of the sale or other disposition of the Collateral.

          "Closing Date" means March 22, 1995.

          "Collateral" has the meaning set forth in Section 3.1 hereof.

          "Collateral  Documents"  has the meaning  set forth in Section
2.2(a)
     hereof.

          "Collateral  Value" means (a) with respect to any Mortgage  Loan
as of
     the date of determination, the lesser of (i) the amount of any Advance
made
     against such  Mortgage  Loan under  Section  2.1(c) hereof or (ii) the
Fair
     Market Value of such Mortgage  Loan; or (b) in the event  Pledged-
Mortgages
     have been exchanged for Pledged Securities, the aggregate Fair Market
Value
     of the Mortgage Loans backing such Pledged Securities.(1)

          "Commitment"  means the  Warehousing  Commitment,  the Working
Capital
     Commitment or the Term Loan Commitment.

          "Commitment Amount" added Third Amendment (2/29/96) pg. 2.

          "Commitment  Fee" means the  Warehousing  Commitment  Fee, the
Working
     Capital Commitment Fee or the Term Loan Commitment Fee.

          "Committed  Purchase  Price" means for a Mortgage  Loan the
product of
     the  Mortgage  Note  Amount  multiplied  by (a) the price  (expressed
as a
     percentage) as set forth in a Purchase Commitment for such Mortgage
Loan or
     (b) in the event such Mortgage Loan is to be used to back a Mortgage-
backed
     Security,  the price (expressed as a percentage) as set forth in a
Purchase
     Commitment for such Mortgage-backed Security.

          "Company"  has the  meaning set forth in the first  paragraph  of
this
     Agreement.

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 4.



          "Conforming  Mortgage  Loan"  means an FHA  insured  or VA
guaranteed
     Mortgage  Loan or a  Conventional  Mortgage Loan which is
underwritten  in
     accordance  with  FNMA/FHLMC   underwriting   standards,  is  eligible
for
     inclusion in a FNMA or FHLMC  Mortgage-backed  Security  and the
principal
     amount of which-is  less than or equal to the maximum  amount
eligible for
     purchase by FNMA or FHLMC.(1)

          "Conventional  Mortgage Loan" means a Mortgage Loan, other than
an FHA
     insured or VA guaranteed Mortgage Loan.(2)

          "Debt"  means,  with  respect  to any  Person,  at any  date  (a)
all
     indebtedness or other  obligations of such Person which, in accordance
with
     GAAP,  would be included in determining  total  liabilities as shown
on the
     liabilities  side of a balance  sheet of such Person at such date;
and (b)
     all indebtedness or other  obligations of such Person for borrowed
money or
     for the deferred purchase price of property-or services;  provided
that for
     purposes of this  Agreement,  there shall be excluded from Debt at any
date
     loan loss reserves, Subordinated Debt not due within one year of such
date,
     and deferred taxes arising from capitalized excess servicing fees.(1)

          "Default"  means  the  occurrence  of any  event or  existence
of any
     condition which, but for the giving of Notice,  the lapse of time, or
both,
     would constitute an Event of Default.

          "Depository  Benefit"  shall  mean the  compensation  received
by the
     Lender, directly or indirectly, as a result of the Company's
maintenance of
     Investable Balances with a Designated Bank.

          "Designated  Bank" means any bank(s)  designated  from time to
time by
     the Lender to be a  Designated  Bank with whom the Lender has an
agreement
     under which the Lender can receive a Depository Benefit.

          "Eligible Balances" added in Third Amendment (2/24/96) pg. 2.

          "Eligible  Mortgage  Pool"  means a  Mortgage  Pool for  which
(a) an
     Approved  Custodian has issued its initial  certification  (on the
basis of
     which a Pledged  Security  is to be  issued),  (b) there  exists a
Purchase
     Commitment  covering such Pledged  Security,  and (c) such Pledged
Security
     will be delivered to the Lender.
----------
(1)  Replaced in Fifth Amendment (12/12/96) - Page 3.
(2)  Replaced in Third Amendment (2/29/96) - Page 5.



          "ERISA" means the Employee  Retirement Income Security Act of
1974 and
     all rules and regulations promulgated  thereunder,  as amended from
time to
     time and any successor statute.

          "Event of Default"  means any of the conditions or events set
forth in
     Section 8.1 hereof.

          "Exchange Act" means the  Securities  Exchange Act of 1934, as
amended
     from time to time, and any successor statute.

          "Fair Market  Value" means at any date with  respect  to-any
Mortgage
     Loan covered by a valid Purchase Commitment,  the Committed Purchase
Price,
     or in the absence of a valid Purchase Commitment for a Mortgage Loan
or the
     related  Mortgage-backed  Security (if such  Mortgage Loan is to be
used to
     back a Mortgage-backed  Security),  (a) in the case of Mortgage Loans
other
     than Home Equity Loans and  Mortgage-backed  Securities  backed by
Mortgage
     Loans  other  than Home  Equity  Loans,  the  market  price
(expressed  as
     Percentage  of the  outstanding  principal  balance)  for  thirty
(30) day
     mandatory future delivery of such Mortgage Loan or Mortgage-backed
Security
     published by  Knight-Ridder,  Inc. on its MoneyCenter  system or, if
not so
     published,  the  average  bid  price  (expressed  as a  percentage  of
the
     outstanding   principal)  quoted  in  writing  to  the  Lender  as  of
the
     computation date by any two nationally recognized,  dealers selected
by the
     Lender  who at the time are making a market in  similar  Mortgage
Loans or
     Mortgage-backed  Securities,  and (b) in the case of Home Equity
Loans and
     Mortgage-backed  Securities  backed by Home Equity  Loans,  the
average bid
     price quoted in writing to the Lender as of the/computation date by
any two
     nationally  recognized  dealers  selected by the Lender whoosh the
time are
     making a market in similar  Mortgage  Loans or  Mortgage-backed
Securities
     multiplied,  in the case of Mortgage Loans,  by the  outstanding
principal
     balance  thereof  and, in the case of  Mortgage-backed  Securities,
by the
     product of the pool factor of such Mortgage-backed  Security times the
face
     amount of such Mortgage-backed Security.(1)

          "FHA"  means the  Federal  Housing  Administration  and any
successor
     thereto.

          "FHLMC"  means the  Federal  Home Loan  Mortgage  Corporation
and any
     successor thereto.

          "FICA" means the Federal Insurance Contributions Act.

          "FIRREA"  means  the  Financial  Institutions  Reform,   Recovery
and
     Enforcement  Act of 1989, as amended from time to time, and the
regulations
     promulgated and rulings issued thereunder.

          "First  Mortgage"  means a Mortgage which  constitutes a first
Lien on
     the property covered thereby.

----------
(1)  Replaced in Fifth Amendment (12/12/96) - Page 3.



          "First  Mortgage  Loan"  means  a  Mortgage  Loan  secured  by a
First
     Mortgage.

          "FNMA"  means  the  Federal  National  Mortgage  Association  and
any
     successor thereto.

          "Funding  Bank" means The First  National Bank of Chicago or any
other
     bank designated from time to time by the Lender.

          "Funding Bank Agreement" means the letter  agreement
substantially in
     the fore of Exhibit K hereto.

          "GAAP" means generally accepted accounting principles set forth
in the
     opinions and  pronouncements  of the  Accounting  Principles  Board
and the
     American  Institute of Certified  Public  Accountants  and  statements
and
     pronouncements of the Financial Accounting Standards Board or in such
other
     statements by such other entity as may be approved by a significant
segment
     of the accounting profession,  which are applicable to the
circumstances as
     of the date of determination.

          "Gestation  Agreement"  means an  agreement  under  which the
Company
     agrees  to sell or  finance  (a) a  Pledged  Mortgage  prior to the
date of
     purchase  by an  Investor,  or (b) a  Mortgage  Pool  prior to the
date the
     Mortgage-backed Security is issued.

          "GNMA" means the  Government  National  Mortgage  Association
and any
     successor thereto.

          "Goal Line Commitment"  means the letter agreement between the
Company
     and the Lender,  as in effect from time to time,  providing  the
Company's
     participation in the Goal Line Program.(1)

          "Goal Line  Program"  means the  Lender's  program for the
purchase of
     Home Equity  Loans,  as described in the Goal Line Part of the
RESIDENTIAL
     FUNDING SELLER GUIDE (as amended,  supplemented or otherwise  modified
from
     time to time).(1)

          "Guarantor"  means JAMES W.  NOACK,  JAMES A.  UMPHRYES  and any
other
     Person  that  hereafter  guarantees  all or any  portion  of the
Company's
     Obligations.  If more  than one  Person  is named  as  Guarantor,  the
term
     "Guarantor"  shall  mean  each of such  Persons  and all of  them,
and the
     obligations of such Persons shall be joint and several.

----------
(1)  Replaced in Fifth Amendment (12/12/96 - Pave 5.



          "Guaranty"  means a guaranty  of all or any  portion of the
Company's
     Obligations.  If more than one  Guaranty is executed  and  delivered
to the
     Lender, the term "Guaranty.  shall mean each of such' Guaranties And
all of
     them.

          "High LTV Mortgage Loan" added in Fifth Amendment (12/12/96) pg.
2.

          "Home Equity  Advances"  means Advances made against Home Equity
Loans
     that are subject to the Goal Line Commitment.1

          "Home Equity Loan" means an open-ended  revaluing  line of credit
that
     is a  Single-family  Mortgage Loan secured by either a First  Mortgage
or a
     Second Mortgage.(1)

          "HUD 203K Mortgage Loan" added in Third Amendment (2/29/96) pg 2.

          "HUD" means the  Department of Housing and Urban  Development
and any
     successor thereto.

          "Indemnified  Liabilities"  has the  meaning  set forth in
Article 10
     hereof.

          "Internal  Revenue  Code" means the Internal  Revenue Code of
1986, or
     any subsequent federal income tax law or laws, as any of the foregoing
have
     been or may from time to time be amended.

          "Investable  Balances" means all funds of or maintained by the
Company
     and its  Subsidiaries  in accounts at a Designated  Bank,  less
balances to
     support float,  activity  charges,  reserve  requirements,  Federal
Deposit
     Insurance  Corporation  insurance premiums and such other reductions
as may
     be imposed by governmental authorities from time to time.

          "Investor"  means FMMA,  FHLMC or a  financially  responsible
private
     institution  which is deemed  acceptable by the Lender from time to
time in
     its sole discretion.

          "Jumbo Mortgage Loan" means a Conventional Mortgage Loan having
at any
     time an unpaid  principal  amount in excess of the maximum amount
eligible
     for purchase by FNMA or FHLMC and which meets all eligibility
requirements
     for purchase by an Investor.(13)

          "Lender"  has the  meaning  set forth in the first  paragraph  of
this
     Agreement.

----------
(1)  Replaced in Fifth Amendment (12/12/96) - Page 3.



          "LIBOR" means,  for each calendar week, the rate of interest per
annum
     which is equal to the arithmetic mean of the U.S.  Dollar London
Interbank
     Offered Rates for one (1) month periods as of 11:00 a.m. London tine
on the
     first  Business  Day of each week on which the London  Interbank
market is
     open, as published by Knight-Ridder,  Inc. on its MoneyCenter system.
LIBOR
     shall be rounded,  if  necessary,  to the next higher one  sixteenth
of one
     percent  (1/16%).  If such U.S.  dollar  LIBOR  rates are not so
offered or
     published  for any period,  then  during  such period  LIBOR shall
mean the
     London  Interbank  Offered Rate for one (1) month periods  published
on the
     first  Business  Day of each week on which the London  Interbank
market is
     open,  in the Wall Street  Journal in its regular  column  entitled
"Money
     Rates."

          "Lien"  means any lien,  mortgage,  deed of  trust,  pledge,
security
     interest, charge or encumbrance of any kind (including any conditional
sale
     or other title retention  agreement,  any lease in the nature thereof,
and
     any agreement to give any security interest).

          "Loan  Documents" means this Agreement,  the Notes, the Guaranty,
any
     agreement  of the Company  relating to  Subordinated  Debt,  and each
other
     document,  instrument  or agreement  executed by the Company in
connection
     herewith or therewith, as any of the same may be amended, restated,
renewed
     or replaced from time to time.

          "Long-term  Repurchase  Advances" added in Third  Amendment
(2/29/96)
     pg.2.

          "Margin Stock" has the meaning  assigned to that term in
Regulations G
     and U of the Board of Governors of the Federal  Reserve System as in
effect
     from time to time.

          "Maturity Date" means,  for any Advance,  the Term Loan Maturity
Date,
     the  Warehousing  Maturity Date or the Working  Capital  Maturity
Date, as
     applicable.

          "Miscellaneous Charges" added in Third Amendment (2/29/96) pg. 2.

          "Mortgage"  means a  mortgage  or  deed  of  trust  on  improved
real
     property. A Mortgage may be a First Mortgage or a Second Mortgage.

          "Mortgage-backed Securities" means GNMA, FNMA or FHEMC securities
that
     are backed by Mortgage Loans.

          "Mortgage  Loan" means any loan evidenced by a Mortgage Note. The
term
     "Mortgage  Loan" shall include  First  Mortgage  Loans and Second
Mortgage
     Loans unless the context otherwise requires.(1)

          "Mortgage Note" means a promissory note secured by a Mortgage.

          "Mortgage Note Amount"  means,  as of the date of  determination,
the
     then  outstanding  unpaid  principal  amount of a Mortgage Note
(whether or
     not,  in the case of a Mortgage  Note  evidencing  a Home Equity
Loan,  an
     additional amount is available to be drawn thereunder).

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 5.



          "Mortgage  Pool" means a pool of one or more Pledged  Mortgages
on the
     basis of which there is to be issued a Mortgage-backed Security.

          "Multiemployer  Plan"  means a  "multiemployer  plan"  as
defined  in
     Section  4001(a)(3)  of ERISA  which it  maintained  for  employees
of the
     Company or a Subsidiary of the Company.

          "Net  Aggregate  PHI  Shortfall"  means on any given  date for
which a
     regularly  scheduled  pass-through  payment is  required  to be made
by the
     Company  to an  Investor,  the  excess of all (i)  principal  and
interest
     payments  due the  Investor in such  payment  over (ii) all  principal
and
     interest received for such monthly payment on the related Mortgage
Loans.

          "Nonconforming  Advances"  means  Advances made against
Nonconforming
     Mortgage Loans subject to a Purchase Commitment.

          "Nonconforming  Mortgage  Loan" means a First Mortgage Loan which
does
     not conform to the  eligibility  requirements of FNMA or FHLMC with
respect
     to the  credit  rating  of the  mortgagor,  but which is  underwritten
and
     approved by  an-Investor  prior to funding,  and which is to be sold
to the
     Investor on a servicing-released basis.(1)

          "Nonconforming Rate" means a floating rate of interest per annum
equal
     to two and one-eighths  percent (2-1/8%) over LIBOR. The Nonconforming
Rate
     shall be adjusted on and as of the  effective  date of any change in
LIBOR.
     The  Lender's  determination  of the  Nonconforming  Rate as of any
date of
     determination shall be conclusive and binding, absent manifest error.

          "Notes" has the meaning set forth in Section 2.7 hereof.

          "Notices" has the meaning set forth in Article 9 hereof.

          "Obligations"   means  any  and  all  indebtedness,   obligations
and
     liabilities of the Company to the Lender (whether now existing or
hereafter
     arising, voluntary or involuntary, whether or not jointly owed with
others,
     direct or indirect, absolute or contingent, liquidated or
unliquidated, and
     whether  or not from  time to time  decreased  or  extinguished  and
later
     increased,  created  or  incurred),  arising  out of or related to the
Loan
     Documents.

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 5.



          "Officer's  Certificate" means a certificate executed on behalf
of the
     Company by its chief  financial  officer or its  treasurer or by such
other
     officer  as may be  designated  herein  and  substantially  in the
form of
     Exhibit I-SF attached hereto.

          "Operating Account" added in Third Amendment (2/29/96) pg 2.

          "Ordinary Warehousing Advances". shall mean Warehousing Advances
other
     than Home Equity  Advances,  Second  Mortgage  Advances and  Non-
Conforming
     Advances.(1)

          "Ordinary  Warehousing  Rate" means a floating  rate of  interest
per
     annum  equal to one and  five-eighths  percent  (1.625%)  over  LIBOR.
The
     Ordinary Warehousing Rate shall be adjusted on and as of the effective
date
     of any  change  in  LIBOR.  The  Lender's  determination  of  the
Ordinary
     Warehousing  Rate as of any date of  determination  shall be
conclusive and
     binding, absent manifest error.

          "Participant" has the meaning set forth in Section 12 hereof.

          "Person" means and includes  natural  persons,  corporations,
limited
     partnerships,  general partnerships, joint stock companies, joint
ventures,
     associations,  companies,  trusts,  banks,  trust  companies,  land
trusts,
     business trusts or other organizations,  whether or not legal
entities, and
     governments and agencies and political subdivisions thereof.

          "Plans" has the meaning set forth in Section 5.12 hereof.

          "Pledged  Mortgages"  has the  meaning  set  forth in  Section
3.1(a)
     hereof.

          "Pledged  Securities"  has the  meaning  set forth in  Section
3.1(b)
     hereof.

          "Purchase  Commitment"  means  a  written  commitment,   in  form
and
     substance-satisfactory  to the Lender, issued in favor of the Company
by an
     Investor pursuant to which that Investor commits to purchase Mortgage
Loans
     or  Mortgage-backed  Securities,  including,  with  respect to Home
Equity
     Loans, the Goal Line Commitment.(2)

          "Receivables" has the meaning set forth in Section 3.1(g)

          "Rejected Mortgage Loan" added in Third Amendment (2/29/96) pg.
2.

          "Release Amount" has the meaning set forth in Section 3.2(g)
hereof.

          "Repurchase  Advance",  "Repuchased Mortgage Loan",  "Repurchase
Rate"
     added in Third Amend. Pg. 3.

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 5.
(2)  Replaced by Fifth Amendment (12/12/96) - Page 3.



          "RFC" means Residential Funding Corporation,  a Delaware
corporation,
     and any successor thereto.

          "RFC Mortgage Loan" added in Fifth Amendment (12/12/96) pg. 2.

          "Second  Mortgage" means a Mortgage which constitutes a second
Lien on
     the property covered thereby.

          "Second Mortgage  Advances" means Advances made against Mortgage
Loans
     that are  secured by a Second  Mortgage  and that are subject to a
Purchase
     Commitment, other than Home Equity Advances.

          "Second  Mortgage  Loan"  means a  Mortgage  Loan  secured by a
Second
     Mortgage.(1)

          "Servicing  Acquisition"  means a  transaction  in which  the
Company
     acquires  the  right to  service  Mortgage  Loans in bulk  from one or
more
     Persons,   provided  that  not  less  than  eighty  percent  (80%)  of
the
     outstanding  principal  balance of such  Mortgage  Loans are  Single-
Family
     Mortgage Loans.

          "Servicing  Collateral"  means the  Collateral  described  in
Sections
     3.1(d) (subject to the proviso thereof),  3.1(e) and 3.1(f) hereof,
and all
     Collateral  described in Sections  3.1(h) and 3.1(i) and 3.1(j) hereof
that
     constitutes proceeds of or is related to such Collateral.

          "Servicing  Collateral  Value" means as of the date of
determination,
     the lesser of: (a) seventy percent (70%) of the most recent Appraised
Value
     of the  FLEA  and  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 the FMMA and  FHLMC
Servicing
     Contracts included in the Servicing Collateral; Drovided, that for
purposes
     of calculating the Servicing 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.

          "Servicing   Contract"  means,   with  respect  to  any  Person,
the
     arrangement,  whether or not in writing,  pursuant to which such
Person has
     the right to service Mortgage Loans.

          "Servicing  Portfolio"  means, as to any Person,  the unpaid
principal
     balance of  Mortgage  Loans  whose  Servicing  Contracts  are owned by
such
     Person.

----------
(1)  Replaced in Third Amendment (2/26/96) - Page 5.



          "Short-term  Repuchase Advances" added in Third Amendment
(2/29/96)
     page 3.

          "Single-family  Mortgage  Loan"  means a  Mortgage  Loan  secured
by a
     Mortgage  covering  improved  real property  containing  one to four
family
     residences.

          "Statement   Date"  means  the  date  of  the  most  recent
financial
     statements of the Company  (and,  if  applicable,  its  Subsidiaries,
on a
     consolidated  basis)  delivered  to the  Lender  under  the  terms  of
this
     Agreement.

          "Sublimit  Promissory  Note" means the promissory  note
evidencing the
     Company's  Obligations with respect to Home Equity Advances.
Nonconforming
     Advances and Second  Mortgage  Advances in the form of Exhibit A-2
attached
     hereto.(1)

          "Subordinated  Debt"  means  all  indebtedness  of  the  Company,
for
     borrowed  money,  which is,  by its  terms  (which  terms  shall  have
been
     approved by the Lender),  effectively  subordinated  in right of
payment to
     all other present and future  Obligations,  and,  solely for the
purpose of
     Section 7.4 hereof, all indebtedness of the Company which is required
to be
     subordinated by Section 4.1(b) or Section 6.10 hereof.

          "Subsidiary"  means any  corporation,  association  or other
business
     entity in which more than fifty  percent (50~) of the total voting
power or
     shares of stock entitled to vote in the election of directors,
managers or
     trustees  thereof  is  at  the  time  owned  or  controlled,
directly  or
     indirectly,  by any Person or one or more of the other Subsidiaries of
that
     Person or a combination thereof.

          "Tangible Net Worth" means with respect to any Person at any
date, the
     excess of the total assets over portal  liabilities  of such Person on
such
     date,  each to be deterred in accordance  with GAAP  consistent  with
those
     applied in the  preparation  of the  financial  statements  referred
to in
     Section  4.1(a)(5)  hereof,  plus  loan  loss  reserves,  that
portion  of
     Subordinated  Debt not due within one year of such date, and deferred
taxes
     arising from capitalized excess servicing fees, provided that, for
purposes
     at this  Agreement,  there shall be excluded from total assets
advances or
     loans to shareholders,  officers or Affiliates,  investments in
Affiliates,
     capitalized  excess  servicing fees,  purchased  servicing  rights,
assets
     pledged to secure any  liabilities not intruded in the Debt of such
Person,
     intangible assets and those other assets which would be deemed by HUD
to be
     non-acceptable  in  calculating  adjusted net worth in accordance
with its
     requirements in effect as of such date, as such requirements
appertain the
     "Audit  Guide for Audit of  Approved  Non-Supervised  Mortgagees"  or
other
     assets deemed unacceptable by the Lender in its sole discretion.(2)

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 5.
(2)  Replaced in Third Amendment (2/29/96) Pages 5 & 6.



          "Term Loan Advance" means a disbursement  by the Lender under the
Term
     Loan Commitment pursuant to Article 2 of this Agreement.

          "Term  Loan  Advance  Request"  has the  meaning  set forth in
Section
     2.4(a) hereof.

          "Term Loan  Commitment"  has the meaning  set forth in Section
2.3(a)
     hereof.

          "Term Loan Commitment Amount" added in Third Amend pg. 2.

          "Term  Loan  Commitment  Fee" means a fee  payable  by the
Company in
     consideration  of the Lender's  issuance of its Term Loan  Commitment.
The
     amount of the Term Loan Commitment Fee is set forth in Section 2.14
hereof.

          "Term Loan Commitment  Termination Date" means the earlier of:
(a) the
     close of business on March 22, 1996, as such date may be extended from
time
     to time in writing by the Lender, in its sole discretion,  and (b) the
date
     the  obligation  of the  Lender  to  make  further  Advances
hereunder  is
     terminated pursuant to Section 8.2 below.

          "Term  Loan  Maturity  Date"  means the  earlier  of: (a) the
close of
     business on March 22, 2000,  as such date may be extended from time to
time
     in writing by the Lender, in its sole discretion, and (b) the date the
Term
     Loan Advances become due and payable pursuant to Section 8.2 below.

          "Term Loan  Promissory  Note" means the promissory note
evidencing the
     Company's  Obligations  with  respect to Term Loan  Advances in the
form of
     Exhibit A-4 attached hereto.

          "Term/Working  Capital  Rate" means a floating  rate of  interest
per
     annum equal to  five-eighths  percent (.625%) per annum over the Base
Rate.
     The Term/Working  Capital Rate shall be adjusted on and as of the
effective
     date of any  change in the Base Rate.  The  Lender's  determination
of the
     Term/Working  Capital  Rate  as of  any  date  of  determination
shall  be
     conclusive and binding, absent manifest error.

          "Trust  Receipt"  means  a trust  receipt  in a form  approved
by and
     pursuant  to which the Lender may  deliver  any  document  relating
to the
     Collateral to the Company for correction or completion.

          "VA" means the U.S.  Department of Veterans  Affairs and any
successor
     thereto.

          "Warehousing  Advances"  shall mean a disbursement by the Lender
under
     the Warehousing Commitment pursuant to Article 2 of this Agreement.

          "Warehousing  Advance  Request"  has the  meaning set forth in
Section
     2.2(a) hereof.

          "Warehousing  Collateral"  means all of the Collateral  other
than the
     Receivables and the Servicing Collateral.

          "Warehousing  Commitment"  has the  meaning  set forth in Section
2.1
     hereof.

          "Warehousing Commitment Amount" added in Third Amend pg 3.

          "Warehousing  Commitment  Fee" means a fee  payable by the
Company in
     consideration of the Lender's issuance of the Warehousing  Commitment.
The
     amount  of the  Warehousing  Commitment  Fee is set forth in  Section
2.12
     hereof.

          "Warehousing Fee" has the meaning set forth in Section 2.15
hereof.

          "Warehousing  Maturity  Date"  means the  earlier of: (a) the
close of
     business on December  31, 1995,  as such date may be extended  from
time to
     time in writing by the Lender, in its sole discretion, and (b) the
date the
     obligation of the Lender to make further  Advances  hereunder is
terminated
     pursuant to Section 8.2 below.(1)
          "Warehousing Promissory Note" means the promissory note
evidencing the
     Company's  Obligations with respect to Ordinary Warehousing Advances
in the
     form of Exhibit A-1 attached hereto.

          "Weighted  Average Purchase  Commitment Price" shall mean the
weighted
     average  of  the  Committed   Purchase  Prices  of  the  unfilled
Purchase
     Commitments   (expressed   as  a   percentage)   for   Mortgage
Loans  or
     Mortgage-backed Securities of the same type, interest rate and term.

          "Wet  Settlement  Advance"  means a Warehousing  Advance by the
Lender
     pursuant to Section 2.2(b) of this Agreement,  in respect of the
closing or
     settlement of a  Single-family  Mortgage  Loan,  based upon delivery
to the
     Lender of the Bailee Pledge Agreement,  pending subsequent  delivery
of the
     Collateral Documents as provided in Exhibit D-SF.

          "Working Capital Advance" means a disbursement by the Lender
under the
     Working Capital Commitment pursuant to Article 2 of this Agreement.

          "Working Capital Advance Request" has the meaning set forth in
Section
     2.6(a) hereof.

          "Working  Capital  Commitment"  has the  meaning  set forth in
Section
     2.5(a) hereof.

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 6.



          "Working Capital Commitment Amount" added in Third Amend pg. 3.

          "Working Capital Commitment Fee" means a fee payable by the
Company in
     consideration of the Lender's issuance of the Commitment. The amount
of the
     Working Capital Commitment Fee is set forth in Section 2.13 hereof.

          "Working Capital Maturity Date" means the earlier of: (a) the
close of
     business on December 31, as such date may be extended  from time to
time in
     writing  by the  Lender,  in its  sole  discretion,  and (b) the  date
the
     obligation of the Lender to make further  Advances  hereunder is
terminated
     pursuant to Section 8.2 below.(1)

          "Working Capital Promissory Note" means the promissory note
evidencing
     the Company's  Obligations  with respect to Working Capital Advances
in the
     form of Exhibit A-3 attached hereto.

1.2. Other Definitional Provisions.

          1.2(a)  Accounting  terms not otherwise  defined herein shall
have the
     meanings given the terms under GAAP.

     1.2(b)  Defined  terms may be used in the  singular or the  plural,
as the
context requires.

          1.2(c) All  references  to time of day shall mean the then
applicable
     time in Chicago, Illinois, unless expressly provided to the contrary.

2.   THE CREDIT

     2.1. The Warehousing Commitment.

          2.1(a)  Subject  to the terms and  conditions  of this  Agreement
and
     provided no Default or Event of Default has occurred and is
continuing, the
     Lender agrees,  from time to time during the period from the date
hereof to
     and including the Warehousing  Maturity Date, to make Warehousing
Advances
     to the Company,  provided the total aggregate  principal amount
outstanding
     at any one time of all such  Warehousing  Advances  shall  not  exceed
Ten
     Million  Dollars  ($10,000,000).  The  obligation  of the  Lender  to
make
     Warehousing  Advances hereunder up to such limit is hereinafter
referred as
     the  "Warehousing  Commitment."  Within  the  Warehousing  Commitment,
the
     Company may, subject to the limitation set forth in Section 2.9(d),
borrow,
     repay and reborrow.  All  Warehousing  Advances under this Agreement
shall
     constitute  a  single  indebtedness,  and all of the  Collateral
shall  be
     security  for the  Warehousing  Promissory  Note  and for the  payment
and
     performance of all the Obligations.(2)

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 6.
(2)  Replaced in Third Amendment 92/29/96) - Pages 6 & 7.



          2.1(b)  Warehousing  Advances  shall be used by the Company
solely for
     the purpose of funding the acquisition or origination of Mortgage
Loans and
     shall be made at the  request of the  Company,  in the  manner
hereinafter
     provided in Section 2.2 hereof,  against the pledge of such Mortgage
Loans
     as Collateral  therefor.  The following  limitations on the use of
Advances
     shall be applicable:

               (1) No Warehousing  Advance shall be made against  Mortgage
Loans
          other than Single-family Mortgage Loans.

               (2)  Warehousing  Advance  shall be made against  Mortgage
Loans
          which are not  covered by a Purchase  Commitment,  and no Home
Equity
          Advance shall be made against Home Equity Loans which are not
eligible
          for purchase under the Goal Line Commitment.(1)

               (3) The aggregate amount of Wet Settlement  Advances
outstanding
          at any one time shall not exceed Three  Million Five Hundred
Thousand
          Dollars ($3,500,000).

               (4) The aggregate amount of Nonconforming Advances
outstanding at
          any one time shall not exceed Three Million Dollars ($3,000,000).

               (5) The  aggregate  amount of Home  Equity  Advances  and
Second
          Mortgage  Advances  outstanding at any one time shall not exceed
Three
          Million Dollars ($3,000,000).(2)

               (6) No  Warehousing  Advance  shall be made  against any
Mortgage
          Loan which was closed  more than ninety (90) days prior to the
date of
          the requested Advance.(3)

               (7) and (8) Added in Third Amendment - Pg 7.

          2.1(c) No  Warehousing  Advance  shall  exceed that  following
amount
     applicable to the type of Collateral at the time it is pledged:(4)

----------
(1)  Replaced in Fifth Amendment (12/12/96) - Page 4.
(2)  Replaced in Third Amendment (2/29/96) - Page 8.
(3)  Replaced in Third Amendment (2/29/96) - Page 7.
(4)  Replaced in Fifth Amendment (12/12/96) - Pg. 4-5.




               (1) For a First  Mortgage  Loan pledged  hereunder,  other
than a
          Nonconforming  Mortgage Loan,  ninety-nine percent (99%) of the
lesser
          of (i) the Mortgage Note Amount, or (ii) the Weighted Average
Purchase
          Commitment Price multiplied by the Mortgage Note Amount.

               (2)  For   Nonconforming   Mortgage   Loan   pledged
hereunder,
          ninety-five  percent  (95%) of the  lesser  of (i) the  Mortgage
Note
          Amount, or (ii) Weighted Average Purchase  Commitment Price
multiplied
          by the Mortgage Note Amount.

               (3) For a Home Equity Loan  committed  for purchase  under a
Goal
          Line Commitment pledged  hereunder,  one hundred percent (100%)
of the
          lesser of (i) the Mortgage Note Amount,  or (ii) the Weighted
Average
          Purchase Commitment Price multiplied b Tithe Mortgage Note
Amount.

               (4) For a Second  Mortgage  can pledged  hereunder,  other
than a
          Home Equity Loan,  ninety-eight percent (98%) of the lesser of
(i) the
          Mortgage Note Amount, or (ii) the Weighted Average Purchase
Commitment
          Price multiplied by the Mortgage Note Amount.

               (5) Added in Third Amendment (2/24/96) - Pg 7 & 8.

2.2. Procedures for Obtaining Warehousing Advances.

          2.2(a) The Company may obtain a Warehousing Advance hereunder,
subject
     to the satisfaction of the conditions Earth in Sections 4.1 and 4.2
hereof,
     upon  compliance  with the  procedures set forth in this Section 2.2
and in
     Exhibit D-SF attacked hereto and made a part hereof, including the
delivery
     of all documents  listed in Exhibit D-SF (the  "Collateral  Documents
") to
     the Lender.  Requests for  Warehousing  Advances  shall be initiated
by the
     Company by  delivering  to the Lender,  no later than one (1)
Business Day
     prior to any Business Day that the Company desires to borrow
hereunder,  a
     completed  and signed  request  for a  Warehousing  Advance (a "Wares
sing
     Advance  Request")  on the then current  form  approved by the Lender.
The
     current form in use by the Lender is Exhibit C-SF, attached hereto and
made
     a part hereof.  The Lender shall have the right, on not less than
three (3)
     Business Days' prior Notice to the Company,  to modify any of said
Exhibits
     to conform to current legal  requirements or Lender  practices,  and,
as so
     modified, said Exhibits shall be deemed a part hereof.(1)


----------
(1)  Replaced in Third Amendment (2/29/96) - Page 8.



          2.2(b) In the case of any Wet Settlement  Advances,  the Company
shall
     follow the procedures  and, at or prior to the Lender's  making of
such Wet
     Settlement Advance,  shall deliver to the Lender the documents set
forth in
     Exhibit D-SF hereto  together with a completed  and executed  Bailee
Pledge
     Agreement in the form of Exhibit M hereto.  In the case of a Mortgage
Loan
     financed  through a Wet  Settlement  Advance,  the Company  shall
cause all
     Collateral  Documents to be  delivered  to Lender  within five (5)
Business
     Days after the day of the Wet Settlement Advance relating thereto.(1)

          2.2(c) Before  funding,  the Lender shall have a reasonable  time
(one
     (1)  Business  Day under  ordinary  circumstances)  to examine such
Advance
     Request  and  the  Collateral  Documents  to be  delivered  prior  to
such
     requested  Advance,  as set forth in the applicable Exhibit hereto,
and may
     reject such of them as do not meet the requirements of this Agreement
or of
     the related Purchase Commitment.

          2.2(d) The Company shall hold in trust for the Lender, and the
Company
     shall deliver to the Lender  promptly  upon request,  or within one
hundred
     twenty  (120) days from the date an Advance was made  against  such
Pledged
     Mortgage  and the Pledged  Mortgage  is not being held by an  Investor
for
     purchase or has not been  redeemed  from  pledge,  the  following:
(1) the
     originals of the  Collateral  Documents for which copies are required
to be
     delivered  to the Lender  pursuant  to  Exhibit  D-SF,24  (2) the
original
     lender's ALTA Policy of Title Insurance or an equivalent  thereto,
and (3)
     any other  documents  relating to a Pledged  Mortgage  which the
Lender may
     request,  including,  without limitation,  documentation evidencing
the FHA
     Commitment  to Insure or the VA Guaranty of any Pledged  Mortgage
which is
     either FHA  insured  or VA  guaranteed,  the  appraisal,  Private
Mortgage
     Insurance   Certificate,   if  applicable,   the  Regulation  Z
Statement,
     certificates  of casualty or hazard  insurance,  credit  information
on the
     maker  of each  such  Mortgage  Note,  a copy of a HUD-1  or
corresponding
     purchase  advice and other  documents  of all kinds  which are
customarily
     desired  for  inspection  or  transfer  incidental  to the  purchase
of any
     Mortgage  Note  by an  Investor  and any  additional  documents  which
are
     customarily executed by the seller of a Mortgage Note to an Investor.

          2.2(e) To make a  Warehousing  Advance,  the  Lender  shall
cause the
     Funding  Bank to credit an account of the Company  with the  Funding
Bank,
     which  account  shall be under the  exclusive  control of the Lender,
upon
     compliance by the Company with the terms this Agreement.(2)

          2.2(f) If, pursuant to the  authorization  given by the Company
in the
     Funding  Bank  Agreement,  for the  purpose of  financing  a Mortgage
Loan
     against which the Lender has made a Warehousing  Advance in accordance
with
     a Warehousing Advance Request (i) the Lender debits the Company's
Operating
     Account at the Funding  Bank to the extent  necessary to cover a wire
to be
     initiated  by the Lender,  or (ii) the Lender  directs the Funding
Bank to
     honor a check drawn by the Company on its Check Disbursement Account
at the
     Funding  Bank,  and such debit or direction  results in an  overdraft,
the
     Lender may make an additional Warehousing Advance to fund such
overdraft.

----------
(1)  See Insert in Third Amendment (2/29/96) - Page 9.
(2)  Replaced in Third Amendment (2/29/96) - Page 9.



2.3. The Term Loan Commitment.

          2.3(a)  Subject  to the terms and  conditions  of this  Agreement
and
     provided no Default or Event of Default has occurred and is
continuing, the
     Lender agrees,  from time to time during the period from the date
hereof to
     and including the Term Loan Commitment  Termination Date, to make Term
Loan
     Advances to the Company,  provided  the total  aggregate  principal
amount
     outstanding  at any one time of all Term Loan Advances shall not
exceed One
     Million  Dollars  ($1,000,000).  The  obligation of the Lender to make
Term
     Loan  Advances  hereunder up to such limit is hereafter  referred to
as the
     "Term Loan  Commitment."  Within the Term Loan Commitment,  the
Company may
     borrower,  repay and reborrow.  All Term Loan Advances under this
Agreement
     shall constitute a single indebtedness,  and all of the Collateral
shall be
     security  for the  Term  Loan  Promissory  Note  and for  the  payment
and
     performance of all others Obligations.(1)

          2.3(b) Term Loan Advances  shall be used by the Company solely
for the
     purposes of (i) in the case of the initial Term Loan  Advance,
refinancing
     an existing Term Loan to the Company from Coastal Banc Savings
Association,
     and (ii) in the case of Subsequent Term Loan Advances,  financing
Servicing
     Acquisitions.  Term  Loan  Advances  shall  be made at the  request
of the
     Company,  in the manner hereinafter  provided in Section 2.4(a)
hereof. The
     following limitations on the Term Loan Advances shall be applicable:

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

2.4. Procedures for Obtaining Term Loan Advances.

          2.4(a) The Company may obtain a Term Loan Advance  hereunder,
subject
     to the  satisfaction  of the  conditions  set forth in Sections 4.1
and 4.2
     hereof,  upon  compliance with the procedures set forth in this
Section 2.4
     and in Exhibit D-TL attached hereto.  Requests for Term Loan Advances
shall
     be initiated by the Company  delivering  to the Lender,  no later than
five
     (5) Business Days prior to the Business Day on which the Company
desires to
     borrow a Term Loan  Advance  hereunder  (except in the case of the
initial
     Term Loan Advance, which may be made on one (1) Business Day's
notice), (1)
     a  completed  and  signed  request  for a Term Loan  Advance  (a "Term
Loan
     Advance  Request n ) on the then  current  form  approved  by  Lender.
The
     current  form in use by Lender is Exhibit C-TL  attached  hereto and
made a
     part hereof.  The Lender  shall have the right,  on not less than
three (3)
     Business Days' prior Notice to the Company,  to modify any of said
Exhibits
     to conform to current legal  requirements  or Lender  practices  and,
as so
     modified, said Exhibits shall be deemed a part hereof.

          2.4(b) The Company  shall deliver the following to the Lender
prior to
     the date of such Term Loan Advance:

               (1) (A) except in the case of the initial Term Loan Advance,
such
          information with respect to such Servicing Contracts being
acquired in
          the  Servicing  Acquisition  to be  financed  and the  Mortgage
Loans
          serviced pursuant thereto as the Lender may reasonably request,
(B) if
          required by the Lender,  an Appraisal  with  respect to the
Servicing
          Contracts  to be  acquired  in  such  Servicing  Acquisition  and
(C)
          evidence  satisfactory  to the  Lender  that  FMMA and  FHLMC has
each
          entered into an Acknowledgment Agreement with respect to all
Servicing
          Contracts  to which  it is a party  and that  GMMA has  received
such
          notice of the Lenders security interest in such Servicing
Contracts to
          which it is a party as may be required  thereunder  or to perfect
such
          security interest;

               (2) a certificate of the president or chief financial
officer of
          the Company,  certifying that all  representations  and
warranties set
          forth in Section 5 hereof, including, without limitation,
Section 5.4
          hereof,  are true and  correct as though made on and as of the
date of
          such Term Loan Advance; and

               (3) in the case of the  initial  Term Loan  Advance,  a
letter of
          direction  from the  Company  directing  the  Lender to  disburse
the
          proceeds of such Term Loan  Advance  directly to Coastal  Banc
Savings
          Association,  and evidence  satisfactory  to the Lender that such
Term
          Loan  Advance  will be  sufficient  to pay the  existing  Coastal
Banc
          Savings  Association  Term  Loan in full  and to  cause  Coastal
Banc
          Savings  Association  to release its Lien on the  Company's
Servicing
          Contracts and related  collateral,  and (B) a letter of direction
from
          the Company directing the Lender to disburse the proceeds of such
Term
          Loan Advance directly to the seller(s) in the Servicing
Acquisition to
          be financed  and  evidence  satisfactory  to the Lender that such
Term
          Loan  Advance,  together  with any  other  funds  disbursed  with
such
          Advance to such  seller(s),  will be sufficient to effect the
transfer
          to the  Company of the  Servicing  Contracts  to be  acquired  in
such
          Servicing  Acquisition,  free and clear of all Liens  (other
than the
          Lender's security interest).

          2.4(c) To make a Term Loan  Advance,  the Lender  shall  disburse
the
     amount  thereof  in  accordance  with the  letter  of  direction
delivered
     pursuant to Section  2.4(b)(3)  upon  compliance  by the  Company
with the
     terms. Of this Agreement.

----------
(1)  Replaced in Third Amendment 92/29/96) - Page 9.



2.5. The Working Capital Commitment.

          2.5(a)  Subject  to the terms and  conditions  of this  Agreement
and
     provided no Default or Event of Default has occurred and is
continuing, the
     Lender agrees,  from time to time during the period from the date
hereof to
     and including the Working  Capital  Maturity Date, to make Working
Capital
     Advances to the Company,  provided  the total  aggregate  principal
amount
     outstanding  at any one time of all such  Advances  shall  not  exceed
One
     Million Dollars  $1,000,000).  The obligation of the Lender to make
Working
     Capital Advances hereunder up to such limit, is hereinafter  referred
to as
     the "Working Capital  Commitment".  Within the Working Capital
Commitment,
     the Company may borrow,  repay and reborrow.  All Working Capital
Advances
     under this Agreement shall constitute a single indebtedness, and all
of the
     Collateral  shall be security for the Working  Capital  Promissory
Note and
     for the payment and performance of all other Obligations.(1)

          2.5(b)  Working  Capital  Advances shall be used by the Company
solely
     for the purpose of funding working capital needs of the Company,
including,
     but not  limited  to,  financing  costs and  expenses  of
foreclosures  of
     Mortgage  Loans  serviced  by  the  Company,  funding  regularly
scheduled
     pass-through  payments on Mortgage-backed  Securities for which the
Company
     has a Net Aggregate  P&I  Shortfall and financing of premium  points
on "no
     cost n refinances of Mortgage Loans. Working Capital Advances shall be
made
     at the  request of the  Company,  in the  manner  hereinafter
provided  in
     Section 2.6  hereof.  The  following  limitations  on the  Working
Capital
     Advances shall be applicable:

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

     2.6 Procedures for Obtaining Working Capital Advances.

          2.6(a) The Company  may obtain a Working  Capital  Advance
hereunder,
     subject to the satisfaction of the conditions set forth in Sections
4.1 and
     4.2 hereof,  upon  compliance with the procedures set forth in this
Section
     2.6.  Requests  for Working  Capital  Advances  shall be  initiated
by the
     Company delivering to the Lender, no later than two (2) Business Days
prior
     to the  Business  Day on which  the  Company  desires  to  borrow a
Working
     Capital  Advance  hereunder,  a completed and signed  request for a
Working
     Capital Advance (a "Working  Capital Advance  Request") on the then-
current
     form approved by Lender.  The current form in use by Lender is Exhibit
C-WC
     attached hereto and made a part hereof. The Lender shall have the
right, on
     not less than three (3)  Business  Days' prior  Notice to the
Company,  to
     modify  such  Exhibit to conform to current  legal  requirements  or
Lender
     practices and, as so modified, said Exhibit shall be deemed a part
herof.

          2.6(b) Before funding a Working Capital Advance, the Lender shall
have
     a reasonable time (two (2) Business Days under ordinary
circumstances)  to
     examine  such  Working  Capital  Advance  Request and the  documents
to be
     delivered prior to such requested Working Capital Advance,  as set
forth in
     the  applicable  Exhibit  hereto,  and may  reject  such of them as
are not
     satisfactory to the Lender.

          2.6(c) To make a Working Capital  Advance,  the Lender shall
cause the
     Funding  Bank to credit the  Company's  account  with the Funding Bank
upon
     compliance by the Company with the terms of this Agreement.

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 10




     2.7. Notes.  The Company's  Obligations in respect of Ordinary
Warehousing
Warehousing  Advances  shall be evidenced  by a  Promissory  Note of the
Company
substantially  in the  form  of  Exhibit  A-1  attached  hereto.  The
Company's
Obligations in respect of Home Equity  Advances,  Second  Mortgage
Advances and
Nonconforming  Advances shall be evidenced by a Sublimit  Promissory Note
of the
Company  substantially in the form of Exhibit A-2 attached hereto. The
Company's
Obligations  in respect of Working  Capital  Advances  shall be  evidenced
by a
Working  Capital  Promissory  Note of the Company  substantially  in the
form of
Exhibit A-3 attached hereto.  The Company's  Obligations in respect of Term
Loan
Advances  shall be  evidenced  by a Term  Loan  Promissory  Note of the
Company
substantially  in the forum of Exhibit A-4 attached  hereto.  Each note
shall be
dated as of the date  hereof.  The  Warehousing  Promissory  Note,  the
Sublimit
Promissory  Note,  the  Working  Capital  Promissory  Note  and  the  Term
Loan
Promissory  Note  are  collectively  referred  to  as  the  "Notes".  The
terms
"Warehousing  Promissory  Note,"  "Sublimit  Promissory  Note," "Working
Capital
Promissory  Note," "Term Loan Promissory  Note," "Note" or "Notes" shall
include
all extensions,  renewals and  modifications of the Notes and all
substitutions
therefor.  All  terms  and  provisions  of the  Notes  are  hereby
incorporated
herein.(1)

2.8. Interest.

          2.8(a) Prior to the occurrence of an Event of Default and
acceleration
     of the Obligations, the unpaid amount of each Ordinary Warehousing
Advance,
     Home Equity Advance or Second  Mortgage  Advance shall bear interest,
from
     the date of such Advance  until paid in full,  at the Ordinary
Warehousing
     Rate.

          2.8(b) Prior to the occurrence of an Event of Default and
acceleration
     of the Obligations,  the unpaid amount of each Nonconforming  Advance
shall
     bear interest,  from the date of such  Nonconforming  Advance until
paid in
     full, at the Nonconforming Rate.

          2.8(c) Prior to the occurrence of an Event of Default and
acceleration
     of the  Obligations,  the unpaid amount of each Working Capital
Advance and
     each Term Loan Advance shall bear interest,  from the date of such
Advance,
     until paid in full, at the Term/Working Capital

          2.8(d) New section added in Third Amendment (2/29/96) - Page 10.

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 10.




          2.8(e) The Company shall be entitled to receive  outstanding
Advances
     hereunder,  based once average daily aggregate  Investable  Balances
of the
     Company  maintained at a Designated Bank. The reduction shall be
determined
     by the Lender  each month,  by  applying  an  earnings  credit to the
prior
     month's  Investable  Balances.  The  earnings  credit used by the
Lender to
     compute  the  reduction  shall  be  determined  by the  Lender  in its
sole
     discretion and in any event,  the reduction shall not exceed the
Depository
     Benefit.(1)

          2.8(f)  Interest  shall be computed on the basis of a 360-day
year and
     applied to the actual number of days elapsed in each  interest
calculation
     period and shall be payable  monthly in  arrears,  on the first day of
each
     month,  commencing  with  the  first  month  following  the  date  of
this
     Agreement, and on the applicable Maturity Date.(1)

          2.8(g) If, for any  reason,  no  interest  is due on an  Advance,
the
     Company agrees to pay to the Lender an administrative  fee equal to
one day
     of interest on such Advance at the applicable rate of interest as in
effect
     on the date of such Advance. Administrative and other fees shall be
due and
     payable in the same manner as interest is due and payable
hereunder.(2)

          2.8(h) Upon and after the occurrence and during the continuation
of an
     Event of Default  hereunder,  the unpaid  amount of each Advance shall
bear
     interest,  until paid in full, at a rate of interest  (the "Default
Rate")
     equal to four percent (4%) per annum over the  applicable  rate
provided in
     Sections 2.4(a), 2.4(b) or 2.4(c) hereof or, if no rated is
applicable, the
     highest rate then  applicable to any outstanding  Advance  pursuant to
such
     Sections.(3)

----------
(1)  Sections Renumbered per Third Amendment (2/29/96) - Page 10.
(2)  Renumbered section replaced in Third Amendment (2/29/96) - Pages 11 &
12.
(3)  Replaced in Fifth Amendment (12/12/96) - Page 5.



2.9. Principal Payments.

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

          2.9(b) The outstanding  principal  amount of the Term Loan
Advances as
     of  the  Term  Loan  Commitment   Termination  Date  shall  be
payable  in
     forty-eight (48) equal monthly  installments,  due on the first day of
each
     month  beginning on the first day of April,  1996. The remaining
principal
     balance  of the Term  Loan  Advances  shall  be  payable  on the Term
Loan
     Maturity Date.(1)

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

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

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

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

               (1) One  hundred  twenty  (120) days  elapse from the date
of the
          initial  Warehousing  Advance made by the Lender  against such
Pledged
          Mortgage,  whether or not such  Pledged  Mortgage  is  included
in an
          Eligible Mortgage Pool.

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

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

               (4) Seven (7) Business Days elapse from the date a Wet
Settlement
          Advance  was made  without  receipt  by the  Lender of all
Collateral
          Documents  relating  to such  Pledged  Mortgage,  or  such
Collateral
          Documents,  upon  examination  by the  Lender,  are found not to
be in
          compliance  with the  requirements  of this  Agreement  or the
related
          Purchase Commitment.(2)

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 12.
(2)  Replaced in Third Amendment (2/29/96) - Page 12 & 13.




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

               (6) The Mortgage  Loan is defaulted  and remains in default
for a
          period of thirty (30) days or more.(1)

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

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

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

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

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

          2.9(f)(12) New section added in Third Amendmeent (2/29/96) -
     Page 13.(2)

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

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

               (1) If at any time the aggregate outstanding principal
balance of
          all Term Loan Advances and all Working  Capital  Advances
exceeds the
          Servicing Portfolio  Collateral Value, the Company shall prepay
either
          the outstanding Term Loan Advances or the outstanding  Working
Capital
          Advances in the amount of such excess.

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

               (3) New section added in Third Amendment (2/24/96) - Page
14.

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

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

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

     2.10.  Expiration of Commitments.  Unless extended or terminated
earlier as
permitted  hereunder,  the Warehousing  Commitment shall expire of its own
term,
and without the  necessity of action by the Lender,  at the close of
business on
the Warehousing  Maturity Date, the Term Loan Commitment shall expire of
its own
term,  and  without  the  necessity  of  action by the  Lender,  at the
close of
business on the Term Loan  Commitment  Termination  Date and the Working
Capital
Commitment  shall expire of its own term, and without the necessity of
action by
the Lender, at the close of business on the Working Capital Maturity Date.

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 13.
(2)  Section 2.9(f)(14) added in Fifth Amendment (12/12/96) - Page 5.




     2.11. Method of Making Payments.  Except as otherwise specifically
provided
herein,  all payments  hereunder  shall be made to the Lender not later
than the
close of Business on the date when due unless such date is a  non-Business
Day,
in which case,  such payment shall be due on the first Business Day
thereafter,
and shall be made in lawful money of the United States of America in
immediately
available funds  transferred via wire to accounts  designated by the Lender
from
time to time.(1)

     2.12. Warehousing Commitment Fee. The Company agrees to pay to the
Lender a
Warehousing Commitment Fee in the amount of one-quarter percent (1/4%) per
annum
of the amount of the Warehousing Commitment which Warehousing Commitment
Fee may
be paid  quarterly  in advance  and shall be  computed on the basis of a
365-day
year and applied to the actual number of days elapsed in such Calendar
Quarter.
On the Closing Date, the Company shall pay the prorated portion of the
quarterly
Warehousing  Commitment  Fee due arch the dare of acceptance of the
Warehousing
Commitment  to the last day of the current  Calendar  Quarter.  Thereafter,
the
Company shall make quarterly  payments of the Warehousing  Commitment Fee
on the
first (1st) day of each Calendar  Quarter.  If the Warehousing  Maturity
Date is
other  than  the last day of a  Calendar  Quarter,  the  Company  shall
pay the
prorated  portion  of the  quarterly  Warehousing  Commitment  Fee due
from the
beginning of the then current  Calendar Quarter to and including the
Warehousing
Maturity Date. The Company shall not be entitled to a reduction in the
amount of
the  Warehousing  Commitment  Fee,  in the event the  amount of the
Warehousing
Commitment  is  reduced  or in the  event  that the  Warehousing
Commitment  is
terminated prior to the Warehousing Maturity Date. If the Warehousing
Commitment
terminates  prior to the  Warehousing  Maturity  Date, the unpaid balance
of the
Warehousing  Commitment Fee shall be due and payable in full on the date of
such
termination.

     2.13.  Working  Capital  Commitment  Fee. The Company  agrees to pay
to the
Lender a Working  Capital  Commitment  Fee in the  amount of  one-fifth
percent
(1/5%) per annum of the amount of the Working Capital  Commitment  which
Working
Capital Commitment Fee may be paid quarterly in advance and shall be
computed on
the basis of a 365-day year and applied to the actual  number of days
elapsed in
such Calendar  Quarter.  On the Closing Date, the Company shall pay the
prorated
portion of the quarterly  Working  Capital  Commitment  Fee due from the
Closing
Date to the last day of the current Calendar  Quarter.  Thereafter,  the
Company
shall make quarterly payments of the Working Capital Commitment Fee on the
first
(1st) day of each  Calendar  Quarter.  If the Working  Capital  Maturity
Date is
other  than  the last day of a  Calendar  Quarter,  the  Company  shall
pay the
prorated  portion of the quarterly  Working Capital  Commitment Fee due
from the
beginning  of the then current  Calendar  Quarter to and  including  the
Working
Capital  Maturity  Date. The Company shall not be entitled to a reduction
in the
amount of the  Working  Capital  Commitment  Fee in the event the  amount
of the
Working  Capital  Commitment is reduced or in the event that the Working
Capital
Commitment is  terminated  prior to its stated  expiration  date. If the
Working
Capital  Commitment  terminates  prior to the Working Capital Maturity
Date, the
unpaid balance of the Working Capital Commitment Fee shall be due and
payable in
full on the date of such termination.

     2.14.  Term Loan  Commitment Fee. The Company agrees to pay to the
Lender a
Term Loan Commitment Fee in the amount of one-fifth  percent (1/5%) per
annum of
the amount of the Term Loan  Commitment,  which Term Loan  Commitment Fee
may be
paid  quarterly  in advance and shall be computed on the basis of a 365-day
year
and applied to the actual  number of days elapsed in such Calendar
Quarter.  On
the Closing Date,  the Company  shall pay the prorated  portion of the
quarterly
Term  Loan  Commitment  Fee due  from  the  Closing  Date to the last day
of the
current Calendar Quarter.  Thereafter, the Company shall make quarterly
payments
of the Term Loan Commitment Fee on the first (1st) day of each Calendar
Quarter.
If the Term Loan  Commitment  Termination  Date is other  than the last day
of a
Calendar  Quarter,  the Company shall pay the prorated  portion of the
quarterly
Term Loan  Commitment  Fee due from the  beginning of the then current
Calendar
Quarter to and including the Term Loan Commitment  Termination Date. The
Company
shall not be entitled to a reduction  in the amount of the Term Loan
Commitment
Fee,  in the event the amount of the Term Loan  Commitment  is reduced or
in the
event that the Term Loan Commitment is terminated prior to its stated
expiration
date. If the Term Loan Commitment  terminates  prior to the Term Loan
Commitment
Termination  Date, the unpaid  balance of the Term Loan  Commitment Fee
shall be
due and payable in full on the date of such termination.

     2.15. Warehousing Fees. The Company agrees, at the time of each
Advance, to
pay to the Lender a Warehousing  Fee in the amount of Twelve and 50/100
Dollars
($12.50)  for each  Mortgage  Loan  pledged  as  Collateral  for  such
Advance.
Warehousing  Fees are due when  incurred,  but shall not be  delinquent  if
paid
within  fifteen  (15) days after  receipt  of an invoice or an account
analysis
statement from the Lender.

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 14.



     2.16. Miscellaneous Charges. The Company agrees to reimburse the
Lender for
miscellaneous  charges  and  expenses  incurred by or on behalf of the
Lender in
connection with the handling and  administration  of Advances,  and to
reimburse
the Lender for  miscellaneous  charges and expenses  incurred by or on
behalf of
the Lender in connection with the handling and administration of the
Collateral.
For the purposes hereof,  miscellaneous  charges and expenses shall
include, but
not be limited to,  charges for wire  transfers,  charges for security
delivery
fees, changes for overnight delivery of Collateral to Investors, and the
Funding
Bank's service charges.  Miscellaneous charges are due when incurred,  but
shall
not be delinquent  if paid within  fifteen (15) days after receipt of an
invoice
or an account analysis statement from the Lender.(1)

     2.17.  Interest  Limitation.  All  agreements  between  the Company
and the
Lender  are  hereby  expressly  limited  so  that  in no  contingency  or
event
whatsoever,  whether by reason of  acceleration of maturity of this
Agreement or
the Notes or otherwise, shall the amount paid or agreed to be paid to the
Lender
for the use, forbearance,  loaning or- retention of the Advances secured by
this
Agreement  exceed the  maximum  permissible  under  applicable  law. If
from any
circumstances whatsoever,  fulfillment of any provisions hereof or of the
Notes,
or any other  document  securing this  Agreement at any time given shall
involve
transcending the limit of validity prescribed by law, then, the obligation
to be
fulfilled shall  automatically be reduced to the limit of such validity,
and if
from any  circumstances  the Lender  should  ever  receive as interest an
amount
which would exceed the highest lawful rate of interest,  such amount which
would
be in excess of  interest  shall be applied to the  reduction  of the
principal
balance secured by the Notes and not to the payment of interest thereunder.
This
provision  shall control  every other  provision of all  agreements
between the
Company  and  Lender  and  shall  also be  binding  upon  and  available
to any
subsequent holder of the Notes.

     2.18.  Increased Costs: Capital  Requirements.  In the event any
applicable
law,  order,  regulation  or directive  issued by any  governmental  or
monetary
authority,   or  any  change  therein  or  in  the   governmental   or
judicial
interpretation  or  application  thereof,  or  compliance by the Lender
with any
request  or  directive  (whether  or  not  having  the  force  of  law)  by
any
governmental or monetary authority:

          2.18(a)  Does or  shall  subject  the  Lender  to any tax of any
kind
     whatsoever  with respect to this Agreement or any Advances made
hereunder,
     or change the basis of taxation  on  payments  to the Lender of
principal,
     fees,  interest or any other amount payable hereunder (except for
change in
     the rate of tax on the  overall  gross or net  income of the  Lender
by the
     jurisdictions in which the Lender's principal office is located);

          2.18(b) Does or shall impose,  modify or hold  applicable any
reserve,
     capital   requirement,   special   deposit,   compulsory  loan  or
similar
     requirement  against assets held by, or deposits or other liabilities
in or
     for the account of,  advances or loans by, or other credit  extended
by, or
     any other  acquisition  of funds by, any office of the Lender which
are not
     otherwise  included in the determination of the interest rate as
calculated
     hereunder;

and the result of any of the  foregoing is to increase the cost to the
Lender of
making,  renewing or maintaining any Advance or to reduce any amount
receivable
in respect  thereof or to reduce the rate of return on the capital of the
Lender
or any Person  controlling the Lender as it relates to credit  facilities
in the
nature of that evidenced by this Agreement,  then, in any such case, the
Company
shall promptly pay any additional amounts necessary to compensate the
Lender for
such additional cost or reduced amounts  receivable or reduced rate of
return as
determined  by the  Lender  with  respect to this  Agreement  or  Advances
made
hereunder.  If the  Lender  becomes  entitled  to claim any  additional
amounts
pursuant to this Section,  it shall notify the Company of the event by
reason of
which it has become so  entitled  and the Company  shall pay such amount
within
fifteen (15) days thereafter.  A certificate as to any additional amount
payable
pursuant  to the  foregoing  sentence  containing  the  calculation
thereof  in
reasonable  detail submitted by the Lender to the Company shall be
conclusive in
the absence of manifest error. The obligations of the Company under this
Section
shall survive the payment of all other  Obligations  and the termination of
this
Agreement.

----------
(1)  Replaced in Third Amendment (2/29/96) - Pages 14 & 15.



3.   COLLATERAL.

     3.1. Grant of Security  Interest.  As security for the payment of the
Notes
and for the performance of all of the Company's Obligations,  the Company
hereby
assigns and transfers to the Lender all right,  title and interest in and
to and
grants a security  interest to the Lender in the  following  described
property
(the "Collateral"):

          3.1(a) All Mortgage Loans,  including all Mortgage Notes and
Mortgages
     evidencing  such Mortgage  Loans,  which from time to time are
delivered or
     caused to be delivered to the Lender  (including  delivery to a third
party
     on behalf of the Lender),  come into the possession,  custody or
control of
     the Lender for the purpose of  assignment  or pledge or in respect of
which
     an  Advance  has  been  made by the  Lender  hereunder,  including
without
     limitation all Mortgage  Loans in respect of which Wet Settlement
Advances
     have been made by the Lender (the "Pledged Mortgages").

          3.1(b)  All  Mortgage-backed  Securities  which  are from time to
time
     created in whole or in part on the basis of the  Pledged  Mortgages
or are
     delivered or caused to be delivered to, or are otherwise in the
possession
     of the Lender its agent, bailee or custodian as assignee, or pledged
to the
     Lender, or for such purpose are registered by book-entry in the name
of the
     Lender (including  delivery to or registration in the name of a third
party
     on behalf of the Lender) hereunder or in respect of which from time to
time
     an  Advance  has  been  made  by  the  Lender   hereunder   (the
"Pledged
     Securities").

          3.1(c) All private  mortgage  insurance and all commitments
issued by
     the FHA or VA to insure or  guarantee  any Mortgage  Loans  included
in the
     Pledged  Mortgages;  all Purchase  Commitments held by the Company
covering
     the Pledged Mortgages or the Pledged  Securities and all proceeds
resulting
     from the sale  thereof to  Investors  pursuant  thereto;  and all
personal
     property, contract rights, servicing and servicing fees and income or
other
     proceeds,  amounts and payments  payable to the Company as
compensation or
     reimbursement, accounts and general intangibles of whatsoever kind
relating
     to the Pledged Mortgages,  the Pledged Securities,  said FHA
commitments or
     VA commitments  and the Purchase  Commitments,  and all other
documents or
     instruments  relating to the Pledged Mortgages and the Pledged
Securities,
     including,  without  limitation,  any  interest of the Company in any
fire,
     casualty  or hazard  insurance  policies  and any awards made by any
public
     body or decreed by any court of competent  jurisdiction for a taking
or for
     degradation of value in any eminent domain proceeding as the same
relate to
     the Pledged Mortgages.

          3.1(d)  All  Servicing  Contracts  now owned or  hereafter
created or
     acquired  by the  Company;  provided,  however,  that such  assignment
and
     security interest with respect to any pledged Servicing Contracts with
FNMA
     or FHLMC  shall not take effect  until the date on which an
Acknowledgment
     Agreement covering such Servicing Contracts has been executed and
delivered
     by the Company, the Lender and FMMA or FHLMC, as appropriate.

          3.1(e) All  rights of the  Company  to  receive  payments  under
or by
     virtue of the  Servicing  Contracts  described in Section  3.1(d)
(without
     giving  effect to the proviso at the end  thereof)  and the
Acknowledgment
     Agreements,  whether as servicing fees, servicing income, damages,
amounts
     payable  upon  the  cancellation  or  termination  of  any  such
Servicing
     Contract, interests on the foregoing, or otherwise.

          3.1(f)  Any  agreement   pursuant  to  which  any  Servicing
Contract
     described in Section  3.1(d)  (without  giving effect to the proviso
at the
     end thereof) was acquired or is sold by the Company,  and all
documents and
     instruments  executed or delivered in connection with any such
acquisition
     or sale.

          3.1(g)  All  accounts  or  general  intangibles  owned by the
Company
     ("Receivables") for the payment of money against (i) VA under a VA
guaranty
     of, FHA or a private  mortgage  insurer  under an FHA or private
insurer's
     mortgage  insurance  policy insuring  payment of, or any other Person
under
     any other agreement  (including a Servicing  Contract)  relating to,
all or
     part of a  defaulted  Mortgage  Loan  repurchased  by the  Company
from an
     investor or out of a pool of Mortgage Loans  serviced by the Company,
(ii)
     obligers and their accounts,  FNMA, FHLMC, GNMA or any other investor
under
     a Servicing  Contract  covering,  or out of the  proceeds of any sale
of or
     foreclosure  sale in respect of, any Mortgage Loan (A)  repurchased
by the
     Company out of a pool of Mortgage  Loans  serviced by the  Company,
or (B)
     being  serviced by the Company,  in either case, for the
reimbursement  of
     real  estate  taxes or  assessments,  or casualty  or  liability
insurance
     premiums,  paid by the Company in connection with Mortgage Loans, and
(iii)
     obligers and their  accounts,  or FMMA,  FHLMC,  GNMA or any other
investor
     under or in respect of any  Mortgage  Loans  serviced  by the  Company
for
     repayment of advances  made by the Company to cover  shortages in
principal
     and interest payments.

          3.l(h)  All right,  title and  interest  of the  Company in and
to all
     escrow accounts,  documents,  instruments,  files,  surveys,
certificates,
     correspondence,   appraisals,   computer  programs,  tapes,  discs,
cards,
     accounting  records  (including  all  information,  records,  tapes,
data,
     programs,  discs and cards  necessary or helpful in the
administration  or
     servicing of the Collateral) and other  information and data of the
Company
     relating to the Collateral.

          3.1(i) All now existing or  hereafter  acquired  cash  delivered
to or
     otherwise in the possession of the Lender or its agent, bailee or
custodian
     or  designated  on the books and  records of the  Company as  assigned
and
     pledged to the Lender.

          3.1(j) All cash and non-cash proceeds of the Collateral,
including all
     dividends,  distributions  and other  rights in  connection  with,
and all
     additions to,  modifications of and replacements  for, the Collateral,
and
     all products  and proceeds of the  Collateral,  together  with
whatever is
     receivable  or received when the  Collateral or proceeds  thereof are
sold,
     collected,  exchanged or otherwise disposed of, whether such
disposition is
     voluntary or  involuntary,  including,  without  limitation,  all
rights to
     payment  with  respect to any cause of action  affecting or relating
to the
     Collateral or proceeds thereof.

The grant of the security  interest  under  Sections  3.3(d) and 3.3(e)
above is
junior and subordinate to the rights of FNMA and FHLMC in and to amounts
payable
to FNMA and FHLMC under and with  respect to said  Servicing  Contracts to
which
FNMA or FHLMC is a party and related agreements.

3.2.     Release of Security Interest in Collateral.

          3.2(a) Pledged  Mortgages shall be released from the Lender's
security
     interest  only  against  payment  to the  Lender of the  Release
Amount in
     connection with such Pledged Mortgages.

          3.2(b) If Pledged  Mortgages are to be transferred to a pool
custodian
     or to PHLMC or FMMA for inclusion in a Mortgage Pool, the Lender's
security
     interest in such Pledged  Mortgages  shall be released only against
payment
     to the  Lender of the  Release  Amount  in  connection  with  such
Pledged
     Mortgages.  If the  Lender's  security  interest in the  Pledged
Mortgages
     comprising  the Mortgage Pool is not released  prior to the issuance
of the
     Mortgage-backed  Security, then the Mortgage-backed  Security, when
issued,
     shall be a Pledged  Security.  The Lenders security interest shall
continue
     in such Pledged  Mortgages  and the Pledged  Security.  The Lender
shall be
     entitled to  possession  of such  Pledged  Security in the manner
provided
     below.

          3.2(c) If  Pledged  Mortgages  are to be  transferred  to an
Approved
     Custodian  and are  included in an Eligible  Mortgage  Pool,  the
Lender's
     security interest in the Pledged Mortgages comprising the Eligible
Mortgage
     Pool shall be  released  upon the  issuance of the  Pledged  Security.
The
     Lender's  security interest in such Pledged Security shall be released
only
     against  payment to the Lender of the Release Amount in connection
with the
     Pledged  Mortgages  backing  such Pledged  Security.  The  Lender-
shall  be
     entitled to  possession  of such  Pledged  Security in the manner
provided
     below.(1)

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 15.



          3.2(d) The Lender shall have the exclusive  right to the
possession of
     the Pledged  Securities or, if the Pledged  Securities are not to be
issued
     in  certificated  form  or  are  to be  issued  in  certificated  form
and
     registered  exclusively with the name of, and held by, a clearing
agency or
     its nominee,  shall have the right to have the book entries for the
Pledged
     Securities  issued  in the  Lender's  name  or the  name  or  names
of its
     designees,  and the Lender  shall have the right to cause  delivery
of the
     Pledged  Securities  to be  made  to  the  Investor  or  the  book
entries
     registered  in the name of the  Investor or the  Investor's  designee
only
     against  payment  therefor.  The Company  acknowledges  that the
Lender may
     enter  into  one  or  more  standing   arrangements  with  other
financial
     institutions  for the issuance of Pledged  Securities in book entry
form in
     the name of such  other  financial  institutions,  as  agent  or
financial
     intermediary  for the Lender,  and the Company  agrees upon  request
of the
     Lender,  to execute and deliver to such other  financial  institutions
the
     Company's written concurrence in any such standing arrangements.

          3.2(e) Prior to the occurrence of an Event of Default, the
Company may
     redeem a pledged  Mortgage or Pledged  Security from the Lender's
security
     interest by  notifying  the Lender of its  intention to redeem such
Pledged
     Mortgage or Pledged Security from pledge and either (a) paying,  or
causing
     an Investor to pay, to the Lender,  for  application  to  prepayment
of the
     principal  balance of the Notes, the Release Amount in connection with
such
     Pledged Mortgage or Pledged Security,  or (b) delivering substitute
Pledged
     Mortgages  which, in addition to being acceptable to the Lender in its
sole
     discretion wo;;. when included with the Collateral,  result in a
Collateral
     Value of all Pledged  Mortgages and Pledged  Securities  held by the
Lender
     which  is  at  least  equal  to  the  aggregate   outstanding
Warehousing
     Advances.(1)

          3.2(f) Following the occurrence of a Default or Event of Default,
the
     Lender may,  with no  liability  to the Company or any Person,
continue to
     release its security  interest in any Pledged  Mortgage or Pledged
Security
     against  payment of the  Release  Amount in  connection  with such
Pledged
     Mortgage or Pledged Security.

          3.2(g) The Release  Amount in  connection  with any  Pledged
Mortgage
     shall be (i) prior to the occurrence of an Event of Default,  the
principal
     amount of the Advances  made against such Pledged  Mortgage,  and (ii)
from
     and after the occurrence and during the continuance of an Event of
Default,
     the Committed  Purchase  Price of such Pledged  Mortgage or, if there
is no
     Purchase  Commitment  therefor,   the  amount  paid  to  the  Lender
in  a
     commercially reasonable disposition thereof.

     3.3. Delivery of Additional Collateral or Mandatory Prepayment. At any
time
that  the  aggregate  Collateral  Value of the  Pledged  Mortgages  and
Pledged
Securities  then  pledged  hereunder  is less than the  aggregate  amount
of the
Warehousing Advances then outstanding hereunder, the Lender may request,
and the
Company  shall  within  two (2)  Business  Days  after  Notice by the
Lender (a)
deliver to the Lender for pledge  hereunder  additional  Mortgage  Loans
and/or
cash,  in  aggregate  amounts  sufficient  to cover the  difference
between the
Collateral Value of the Pledged Mortgages and Pledged Securities pledged
and the
aggregate amount of Warehousing Advances outstanding hereunder, or (b)
repay the
Warehousing  Advances in an amount  sufficient to reduce the  aggregate
balance
thereof  outstanding to or below the Collateral  Value of the Pledged
Mortgages
and Pledged Securities pledged hereunder.

----------

(1)  Replaced in Third Amendment (2/29/96) - Page 15.



     3.4. Release of Warehousing Collateral.

          3.4(a) The Lender may deliver  documents  relating to the
Warehousing
     Collateral to the Company for correction or completion  pursuant to a
Trust
     Receipt.

          3.4(b) Prior to the occurrence of a Default or Event of Default,
upon
     delivery by the Company to the Lender of shipping  instructions
pursuant to
     Exhibit  D-SF,  the  Lender  will  transmit  Pledged  Mortgages  or
Pledged
     Securities  and  all  related  loan  documents  or  pool  documents
to the
     applicable Investor, Approved Custodian or other party.

          3.4(c) Upon receipt of Notice from the Company  under  Section
2.9(k)
     hereof,  and  repayment  of the Release  Amount  with  respect to a
Pledged
     Mortgage  identified by the Company,  any Collateral  Documents
relating to
     the redeemed  Pledged  Mortgage or Mortgage Loan backing a Pledged
Security
     which have not been delivered to an Investor or Approved Custodian
shall be
     released by the Lender to the Company.

     3.5.  Collection and Servicing Rights. So long as no Event of Default
shall
have  occurred and be  continuing,  the Company shall be entitled to
service and
receive and collect  directly  all sums payable to the Company in respect
of the
Collateral  other than  proceeds of any Purchase  Commitment  or proceeds
of the
sale of any  Collateral.  Following the occurrence of any Event of Default,
the
Lender or its designee  shall  thereafter be entitled to service and
receive and
collect  all sums  payable to the Company in respect of the  Collateral,
and in
such case (a) the Lender or its designee in its discretion  may, in its own
name
or in the name of the Company or otherwise,  demand, sue for, collect or
receive
any money or  property  at any time  payable or  receivable  on account of
or in
exchange for any of the  Collateral,  but shall be under no obligation to
do so,
(b) the Company shall, if the Lender so requests,  hold in trust for the
benefit
of the Lender and forthwith pay to the Lender at its office designated by
Notice
hereunder,  all amounts thereafter received by the Company upon or in
respect of
any of the Collateral,  advising the Lender as to the source of such funds,
and
(c) all amounts so received  and  collected by the Lender shall be held by
it as
part of the Collateral.

     3.6.  Return of Collateral  at End of  Commitment.  If (a) the
Commitments
shall have expired or been  terminated,  and (b) no Advances,  interest or
other
Obligations shall be outstanding and unpaid, the Lender shall deliver or
release
its security  interest and shall deliver all Collateral in its possession
to the
Company at the Company's expense.  The receipt of the Company for any
Collateral
released or delivered to the Company pursuant to any provision of this
Agreement
shall be a complete and full acauittance for the Collateral so returned,
and the
Lender shall  thereafter  be  discharged  from any  liability or
responsibility
therefor.

4.   CONDITIONS PRECEDENT.

     4.1.  Initial  Advance.  The  obligation  of the Lender to make the
initial
Advance  under  this  Agreement  is  subject  to the  satisfaction,  in the
sole
discretion  of the  Lender,  on or  before  the date  thereof  of the
following
conditions precedent:

          4.1(a) The Lender shall have received the following, all of which
must
     be satisfactory in form and content to the Lender, in its sole
discretion:

               (1) The Notes and this Agreement duly executed by the
Company.

               (2) The Company's  articles of  incorporation as certified
by the
          Secretary of State of the Company's incorporation, bylaws
certified by
          the Company,  and certificates of good standing dated no less
recently
          than  ninety  (90)  days  prior  to the date of this  Agreement
and a
          certification  from the Franchise Tax Board of the State of
California
          stating that the Company is in good  standing  with the
Franchise Tax
          Board.

               (3) An  original  resolution  of the  board of  directors
of the
          Company,  certified as of the date of this  Agreement by its
corporate
          secretary, authorizing the execution, delivery and performance of
this
          Agreement and the other Loan Documents,  and all other
instruments or
          documents to be delivered by the Company pursuant to this
Agreement.

               (4) A certificate of the Company's  corporate secretary as
to the
          incumbency and  authenticity  of the signatures of the officers
of the
          Company executing this Agreement and the other Loan Documents and
each
          Advance Request and all other instruments or documents to be
delivered
          pursuant hereto (the Lender being entitled to rely thereon until
a new
          such certificate has been furnished to the Lender).

               (5) Financial statements of the Company (and, if applicable,
its
          Subsidiaries,  on a consolidated  basis) containing a balance
sheet as
          of April 30,  1994,  and  related  statements  of  income,
changes in
          stockholders' equity and cash flows for the period ended on such
date,
          all prepared in  accordance  with GAAP  applied on a basis
consistent
          with  prior  periods  and  audited  by  independent  certified
public
          accountants of recognized standing acceptable to the Lender.

               (6) Financial statements of the Company (and, if applicable,
its
          Subsidiaries,  on a consolidated  basis) containing a balance
sheet as
          of January  31,  1995,  related  statements  of income and
changes in
          stockholders'  equity for the period  ended on such date
prepared  in
          accordance with GAAP applied on a basis  consistent with the
Company's
          most recent audited financial statements.

               (7) The  Guaranties,  in the forms attached hereto as
Exhibit B-1
          and Exhibit B-2, duly executed by each Guarantor.

               (8)  Financial  statements  of  each  Guarantor,  signed  by
such
          Guarantor, dated as of December 31, 1994.

               (9) A favorable written opinion of counsel to the Company
and the
          Guarantors  (or of  separate  counsel at the option of the
Company and
          the Guarantors),  dated as of the date of this Agreement
substantially
          in the form of Exhibit H attached hereto, addressed to the
Lender.

               (10) A tax, lien and judgment  search of the  appropriate
public
          records  for the  Company  and the  Guarantors,  including a
search of
          Uniform Commercial Code financing  statements,  which search
shall not
          have disclosed the existence of any prior Lien on the Collateral
other
          than in favor of the Lender or as permitted hereunder.

               (11)  Copies  of the  certificates,  documents  or other
written
          instruments  which  evidence the  Company's  eligibility
described in
          Section 5.13 hereof,  all in form and  substance  satisfactory
to the
          Lender.

               (12)  Copies of the  Company's  errors  and  omissions
insurance
          policy or  mortgage  impairment  insurance  policy  and  blanket
bond
          coverage policy, or certificates in lieu of policies,  all in
form and
          content satisfactory to the Lender,  showing compliance by the
Company
          as of the  date of this  Agreement  with  the  related
provisions  of
          Section 6.8 hereof.

               (13) Executed  financing  statements in recordable  form
covering
          the Collateral and ready for filing in all  jurisdictions
required by
          the Lender.

               (14) Receipt by the Lender of the Commitment Fees due on the
date
          hereof.

               (15) Evidence  that all accounts  necessary  into which
Advances
          will be funded have been  established  at the Funding Bank and
receipt
          of a fully executed Funding Bank Agreement.

               (16) A copy of  acknowledgment  agreements  from each of
FNMA and
          FHLMC in form and substance  satisfactory to the Lender
acknowledging
          the validity of the Lender's  security interest in the portions
of the
          Collateral that constitute FMMA and FHLMC Servicing Contracts.

               (17) An  Appraisal  of the  Servicing  Contracts  included
in the
          Servicing Collateral as of December 31, 1994.

          4.1(b) All directors,  officers and  shareholders of the Company,
all
     Affiliates  of the Company or of any  Subsidiary  of the  Company,
and the
     Guarantor,  to whom or to any of whom the  Company  shall be indebted
as of
     the date of this Agreement,  shall have  subordinated  such
indebtedness to
     the  Obligations,  by executing a Subordination  of Debt Agreement,
in the
     form of Exhibit F hereto;  and the Lender  shall have  received an
executed
     copy  of  any  such  Subordination  of  Debt  Agreement,  certified
by the
     corporate  secretary  of the  Company to be true and  complete  and in
full
     force and effect as of the date of the Advance.

          4.1(c) All Liens  granted by the Company to any other Person on
any of
     the Company's Servicing Contracts shall have been released,  and the
Lender
     shall have received satisfactory evidence thereof.

     4.2.  Each  Advance.  The  obligation of the Lender to make the
initial and
each subsequent Advance under this Agreement is subject to the
satisfaction,  in
the sole discretion of the Lender,  as of the date of each such Advance,
of the
following additional conditions precedent:

          4.2(a) The  Company  shall have  delivered  to the Lender the
Advance
     Request,  Collateral  Documents,  and documents  relating to Wet
Settlement
     Advances  called for under,  and shall have  satisfied the  procedures
set
     forth in, Section 2.2, 2.4 or 2.6, as applicable  hereof and the
applicable
     Exhibits hereto described in the applicable Section,  according to the
type
     of Advance.  All items delivered to the Lender shall be satisfactory
to the
     Lender in form and  content,  and the Lender may reject  such of them
as do
     not meet the  requirements  of this  Agreement  or of the related
Purchase
     Commitment.

          4.2(b) The Lender shall have received  evidence  satisfactory to
it as
     to the making and/or  continuation  of any cook entry or the due
filing and
     recording in all appropriate offices of all financing  statements and
other
     instruments  as may be necessary  to perfect the  security  interest
of the
     Lender in the Collateral under the Uniform  Commercial Code of
Minnesota or
     other  applicable  law.  4.2(c) The  representations  and warranties
of the
     Company contained in Article 5 hereof shall be accurate and complete
in all
     material respects as if made on and as of the date of each Advance.

          4.2(d) The Company shall have performed all agreements to be
performed
     by it hereunder,  and after giving effect to the requested  Advance,
there
     shall exist no Default or Event of Default hereunder.

          4.2(e)  The  Guarantors  shall have  performed  all  agreements
to be
     performed by the Guarantors under the Guaranties.

          4.2(f) The Company shall not have  incurred any material
liabilities,
     direct or  contingent,  other than in the ordinary  course of its
business,
     since the Statement Date.

          4.2(g) The Lender shall have  received from counsel for the
Company or
     for the  Guarantors  or  both,  if  requested  by the  Lender  in its
sole
     discretion,  an updated opinion, in form and substance  satisfactory
to the
     Lender,  addressed to the Lender and dated as of the date of such
Advance,
     covering such of the matters as the Lender may reasonably request.

     Delivery  of  an  Advance   Request  by  the  Company  shall  be
deemed  a
representation  by the Company that all conditions set forth in this
Section 4.2
shall have been satisfied as of the date of such Advance

5.   REPRESENTATIONS AND WARRANTIES.

     The Company hereby represents and warrants to the Lender, as of the
date of
this Agreement and as of the date of each Advance Request and the making of
each
Advance, that:

     5.1.  Organization:  Good  Standing;  Subsidiaries.  The  Company  and
each
Subsidiary of the Company is a corporation duly organized,  validly
existing and
in good standing under the laws of the  jurisdiction of its  incorporation,
has
the full  legal  power and  authority  to own its  property  and to carry
on its
business as currently  conducted and is duly qualified as a foreign
corporation
to do  business  and is in good  standing  in each  jurisdiction  in  which
the
transaction  of its  business  makes  such  qualification  necessary,
except in
jurisdictions,  if any,  where a failure to be in good  standing has no
material
adverse effect on the business, operations, assets or financial condition
of the
Company or any such  Subsidiary.  For the purposes  hereof,  good standing
shall
include  qualification for any and all licenses and payment of any and all
taxes
required in the jurisdiction of its  incorporation  and in each
jurisdiction in
which the Company transacts business.  The Company has no Subsidiaries
except as
set forth on Exhibit G hereto.  Exhibit G sets  forth with  respect to each
such
Subsidiary, its name, address, place of incorporation, each state in which
it is
qualified as a foreign corporation,  and the percentage ownership of its
capital
stock by the Company.

     5.2.  Authorization  and  Enforceability.  The  Company  has the
power and
authority  to execute,  deliver and perform  this  Agreement,  the Notes
and all
other  Loan  Documents  to which  the  Company  is party  and the  making
of the
borrowings hereunder. The Guarantors have the legal capacity to execute,
deliver
and perform the  Guaranties.  The  execution,  delivery and  performance
by the
Company of this  Agreement,  the Notes and all other Loan Documents to
which the
Company is a party and the making of the  borrowings  hereunder and
thereunder,
have been duly and validly  authorized by all necessary  corporate action
on the
part of the Company (none of which  actions has been modified or rescinded,
and
all of which  actions  are in full  force  and  effect)  and do not and
will not
conflict with or violate any provision of law, of any judgments binding
upon the
Company, or of the articles of incorporation or by-laws of the Company,
conflict
with or result in a breach of or  constitute  a default or require  any
consent
under,  or result in the creation of any Lien upon any property or assets
of the
Company other than the Lien on the Collateral granted hereunder, or result
in or
require the  acceleration  of any  indebtedness  of the Company  pursuant
to any
agreement,  instrument  or indenture to which the Company is a party or by
which
the Company or its property may be bound or affected. This Agreement,  the
Notes
and all other Loan Documents  contemplated  hereby or thereby  constitute
legal,
valid,   and  binding   obligations  of  the  Company  or  of  the
Guarantors,
respectively,  enforceable in accordance with their respective terms,
except as
limited by bankruptcy,  insolvency or other such laws affecting the
enforcement
of creditors' rights.

     5.3. Approvals. The execution and delivery of this Agreement, the
Notes and
all other  Loan  Documents  and the  performance  of the  Company's
obligations
hereunder and thereunder and the validity and enforceability  hereof and
thereof
do not require any  license,  consent,  approval or other action of any
state or
federal agency or  governmental  or regulatory  authority other than those
which
have been obtained and remain in full force and effect.

     5.4.  Financial  Condition.  The  balance  sheet of the  Company
(and,  if
applicable, its Subsidiaries, on a consolidated basis) as at the Statement
Date,
and the related statements of income and changes in stockholders' equity
for the
fiscal period ended on the Statement Date,  heretofore  furnished to the
Lender,
fairly present the financial  condition of the Company (and its
Subsidiaries) as
at the Statement  Date and the results of its  operations  for the fiscal
period
ended on the Statement  Date.  The Company had, on the Statement  Date, no
known
material  liabilities,  direct or  indirect,  fixed or  contingent,
matured  or
unmatured,  or liabilities  for taxes,  long-term  leases or unusual
forward or
long-term  commitments  not disclosed  by, or reserved  against in, said
balance
sheet and  related  statements,  and at the  present  time there are no
material
unrealized or anticipated  losses from any loans,  advances or other
commitments
of the Company  except as  heretofore  disclosed to the Lender in writing.
Said
financial  statements  were  prepared  in  accordance  with  GAAP  applied
on a
consistent  basis  throughout the periods  involved.  Since the Statement
Date,
there has been no material adverse change in the business, operations,
assets or
financial  condition of the Company (and its  Subsidiaries),  nor is the
Company
aware of any state of facts  which  (with or without  notice or lapse of
time or
both) would or could result in any such material adverse change.

     5.5. Litigation. There are no actions, claims, suits or proceedings
pending
or, to the  knowledge  of the  Company,  threatened  or  reasonably
anticipated
against or affecting  the Company or any  Subsidiary of the Company in any
court
or before any arbitrator or before any government  commission,  board,
bureau or
other administrative  agency 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,  or
which
would affect the validity or enforceability of this Agreement or the Notes.

     5.6.  Compliance  with Laws.  Neither the Company nor any Subsidiary
of the
Company is in violation of any provision of any law, or of any judgment,
award,
rule,  regulation,  order,  decree,  writ or  injunction  of any court or
public
regulatory body or authority  which might have a material  adverse effect
on the
business, operations, assets or financial condition of the Company as a
whole or
which would  affect the  validity or  enforceability  of this  Agreement
or the
Notes.

     5.7. Regulations G and U. The Company is not engaged principally, or
as one
of its important activities, in the business of extending credit for the
purpose
of  purchasing  or carrying  Margin  Stock,  and no part of the  proceeds
of any
Advances made hereunder will be used to purchase or carry any Margin Stock
or to
extend  credit to others for the purpose of  purchasing  or carrying  any
Margin
Stock.

     5.8. Investment Company Act. The Company is not an "investment
company" or
controlled  by an  "investment  company  within the  meaning  of the
Investment
Company Act of 1940, as amended.

     5.9.  Payment of Taxes.  The Company and each of its Subsidiaries has
filed
or caused to be filed all federal, state and local income, excise,
property and
other  tax  returns  with  respect  to the  operations  of the  Company
and its
Subsidiaries  which are  required  to be filed,  all such  returns  are
true and
correct,  and the Company and each of its  Subsidiaries has paid or caused
to be
paid all taxes as shown on such returns or on any assessment, to the extent
that
such taxes have become due, including, but not limited to, all FICA
payments and
withholding  taxes, if  appropriate.  The amounts  reserved,  as a
liability for
income and other taxes payable, in the financial statements described in
Section
5.4 hereof are  sufficient  for payment of all unpaid  federal,  state and
local
income,  excise,  property  and other  taxes,  whether or not  disputed,
of the
Company and its Subsidiaries  accrued for or applicable to the period and
on the
dates of such  financial  statements and all years and periods prior
thereto and
for which the Company and its  Subsidiaries may be liable in its own right
or as
transferee of the assets of, or as successor to, any other Person.

     5.10. Agreements.  Neither the Company nor any Subsidiary of the
Company is
a party to any agreement,  instrument or indenture or subject to any
restriction
materially and adversely affecting its business, operations, assets or
financial
condition,  except as disclosed in the financial statements described in
Section
5.4 hereof.  Neither the Company nor any Subsidiary of the Company is in
default
in the  performance,  observance  or  fulfillment  of  any  of the
obligations,
covenants or conditions  contained in any  agreement,  instrument,  or
indenture
which default could have a material adverse effect on the business,
operations,
properties  or financial  condition of the Company as a whole.  No holder
of any
indebtedness  of the Company or of any of its  Subsidiaries  has given
notice of
any asserted  default  thereunder,  and no  liquidation  or  dissolution
of the
Company  or  of  any  of  its  Subsidiaries  and  no  receivership,
insolvency,
bankruptcy,  reorganization or other similar proceedings relative to the
Company
or of any of its  Subsidiaries  or any of its  properties is pending,  or
to the
knowledge of the Company, threatened.

     5.11.  Title to Properties.  The Company and each Subsidiary of the
Company
has good,  valid,  insurable (in the case of real property) and marketable
title
to all of its  properties  and assets  (whether  real or  personal,
tangible or
intangible)  reflected  on the  financial  statements  described  in
Section 5.4
hereof, except for such properties and assets as have been disposed of
since the
date of such financial  statements as no longer used or useful in the
conduct of
its business or as have been disposed of in the ordinary course of
business, and
all such  properties  and  assets  are free and  clear of all  Liens
except  as
disclosed in such financial statements.

     5.12.  ERISA.  All plans  ("Plans") of a type  described in Section
3(3) of
ERISA in respect of which the  Company or any  Subsidiary  of the  Company
is an
"Employer," as defined in Section 3(5) of ERISA,  are in substantial
compliance
with ERISA,  and none of such Plans is  insolvent or in  reorganization,
has an
accumulated  or waived funding  deficiency  within the meaning of Section
412 of
the Internal  Revenue  Code,  and neither the Company nor any  Subsidiary
of the
Company has incurred any material liability  (including any material
contingent
liability)  to or on account of any such Plan pursuant to Sections  4062,
4063,
4064,  4201 or  4204 of  ERISA;  and no  proceedings  have  been
instituted  to
terminate any such Plan, and no condition  exists which presents a material
risk
to the Company or a Subsidiary  of the Company of incurring a liability to
or on
account of any such Plan pursuant to any of the foregoing  Sections of
ERISA. No
Plan or trust  forming a part  thereof has been  terminated  since
September 1,
1974.

     5.13.  Eligibility.  The  Company is  approved  and  qualified  and in
good
standing  as a lender  or  seller/servicer,  as set forth  below,  and
meets all
requirements applicable to its status as such:

          5.13(a) FNMA approved  seller/servicer of Mortgage Loans,
eligible to
     originate,  purchase,  hold, sell, and service Mortgage Loans to be
sold to
     FNMA.

          5.13(b) FHLMC approved  seller/servicer of Mortgage Loans,
eligible to
     originate,  purchase,  hold, sell and service  Mortgage Loans to be
sold to
     FHLMC.

          5.13(c) RFC approved  seller/servicer  of Mortgage Loans,
eligible to
     originate,  purchase,  hold, sell and service  Mortgage Loans to be
sold to
     REC.

     5.14. Place of Business.  The principal place of business of the
Company is
3021 Citrus Circle, Suite 150, Walnut Creek, California 94598.

     5.15. Special  Representations  Concerning  Collateral.  The Company
hereby
represents  and warrants to the Lender,  as of the date of this Agreement
and as
of the date of each Advance Request and the making of each Advance, that:

          5.15(a) The Company is the legal and equitable owner and holder,
free
     and clear of all Liens (other than Liens granted hereunder), of the
Pledged
     Mortgages  and the  Pledged  Securities.  All  Pledged  Mortgages,
Pledged
     Securities and Purchase  Commitments  have been duly authorized and
validly
     issued to the Company,  and all of the foregoing items of Collateral
comply
     with all of the  requirements  of this  Agreement,  and have  been and
will
     continue to be validly  pledged or  assigned  to the Lender,  subject
to no
     other Liens.

          5.15(b) The Company  has, and will  continue to have,  the full
right,
     power and authority to pledge the  Collateral  pledged and to be
pledged by
     it hereunder.

          5.15(c) Any  Mortgage  Loan and any related  document  included
in the
     Pledged  Mortgages  (1) has been duly executed and delivered by the
parties
     thereto at a closing  held not more than ninety (90) days prior to the
date
     of the  Advanced  Request  for such  Mortgage  Loan,1 (2) has been
made in
     compliance with all requirements of the Real Estate  Settlement
Procedures
     Act, Equal Credit Opportunity Act, the federal Truth-In-Lending Act
and all
     other applicable laws and regulations, (3) is and will continue to be
valid
     and  enforceable in accordance  with its terms,  without defense or
offset,
     (4) has not been  modified or amended  except in writing,  which
writing is
     part of the Collateral Documents,  nor any requirements thereof
waived, (5)
     has been evaluated or appraised in accordance with Title XI of FIRREA,
and
     (6) complies and will  continue to comply with the terms of this
Agreement
     and,  if  applicable,  with the  related  Purchase  Commitment  held
by the
     Company.  Each  Mortgage  Loan other than a Home Equity Loan has been
fully
     advanced  in the face  amount  thereof,  each and each First  Mortgage
is a
     first Lien on the premises  described  therein and each Second
Mortgage is
     secured by a second Lien on the premises described therein, and has or
will
     have a title insurance  policy,  in American Land Title Association
form or
     equivalent thereof, from a recognized title insurance company,
insuring the
     priority of the Lien of the Mortgage and meeting the usual
requirements of
     Investors purchasing such Mortgage Loans.

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 15.



          5.15(d) No default has occurred and is continuing for more than
thirty
     (30) days under any Mortgage Loan included in the Pledged Mortgages
without
     the Advance against such Pledged  Mortgage having been repaid in
accordance
     with Section  2.9(f)(6)  hereof,  provided,  however,  that with
respect to
     Pledged Mortgages which have already been pledged as Collateral
hereunder,
     if  any  defaut  has  occurred,   the  Company  will  promptly  notify
the
     Lender.(1)

          5.15(e) The Company has complied and will  continue to comply
with all
     laws,  rules and regulations in respect of the FHA insurance or VA
guaranty
     of each Mortgage Loan included in the Pledged  Mortgages  designated
by the
     Company  as an  FHA  insured  or VA  guaranteed  Mortgage  Loan,  and
such
     insurance or guarantee is and will continue to be in full force and
effect.
     All such FHA  insured  and VA  guaranteed  Mortgage  Loans  comply and
will
     continue to comply in all respects  with all  applicable  requirements
for
     purchase  under the FMMA standard form of selling  contract for FHA
insured
     and VA guaranteed loans and any supplement thereto then in effect.

          5.15(f)  All  fire  and  casualty   policies   covering  the
premises
     encumbered by each Mortgage  included in the Pledged Mortgages (1)
name and
     will  continue to name the Company  and its  successors  and assigns
as the
     insured under a standard  mortgagee clause, (2) are and will continue
to be
     in full  force and  effect,  and (3)  afford  and will  continue  to
afford
     insurance  against fire and such other risks as are usually insured
against
     in the  broad  form  of  extended  coverage  insurance  from  time  to
time
     available.

          5.15(g)  Pledged  Mortgages  secured by premises  located in a
special
     flood hazard area designated as such by the Secretary of HUD1 are and
shall
     continue to be covered by special flood  insurance under the National
Flood
     Insurance Program.

          5.15(h) Each FHA insured  Mortgage  Loan pledged  hereunder
meets all
     applicable  governmental  requirements  for such  insurance.  Each
Pledged
     Mortgage,  against  which an  Advance  is Wade on the  basis of a
Purchase
     Commitment, meets all requirements of such Purchase Commitment. The
Company
     shall  assure that Pledged  Mortgages  which are intended to be used
in the
     formation  of  Mortgage-backed  Securities  shall  comply or,  prior
to the
     formation  of any such  Mortgage-backed  Security,  shall  comply
with the
     requirements  of the  governmental  instrumentality,  department  or
agency
     guaranteeing such Mortgage-backed Security.

          5.15(i)  For  Pledged  Mortgages  which  will be  used  to  back
GMMA
     Mortgage-backed   Securities,   the  Company  has  received   from
GNMA  a
     Confirmation   Notice  or  Confirmation   Notices  for  Request
Additional
     Commitment  Authority  and for  Request  Pool  Numbers,  and there
remains
     available  thereunder a commitment on the part of GNMA sufficient to
permit
     the issuance of GNMA Mortgage-backed Securities in an amount at least
equal
     to the amount of such Pledged  Mortgages  designated  by the Company
as the
     Mortgage  Loans to be used to back  such GMMA  Mortgage-backed
Securities;
     each such  Confirmation  Notice is in full force and  effect;  each of
such
     Pledged  Mortgages  has been  assigned  by the  Company to one of such
Pool
     Numbers and a portion of the available  GNMA  Commitment has been
allocated
     thereto  by the  Company,  in an  amount  at least  equal  to such
Pledged
     Mortgages;  and each such  assignment  and allocation has been
reflected in
     the books and records of the Company.

     5.16.  Servicing.  Attached hereto as Exhibit E is a true and complete
list
of the Company's Servicing  Portfolio.  All of the Company's Servicing
Contracts
are  in  full  force  and  effect  and,  except  as  otherwise  indicated,
are
unencumbered by Liens.  No default or event which,  with notice or lapse of
time
or both, would become a default, exists under any such Servicing Contract.

     5.17. Special Representations  Concerning Pledged Servicing Contracts.
The
Company hereby  represents  and warrants to the Lenders,  as of the date of
this
Agreement and as of the date of any Term Loan Advance Request or Working
Capital
Advance  Request  and the making of each Term Loan  Advance  or Working
Capital
Advance, that:

          5.17(a) The Company is the legal and equitable owner and holder,
free
     and  clear of all  Liens  (other  than  Liens  granted  hereunder),
of the
     Servicing  Contracts  pledged hereunder and, subject to the
limitations set
     forth in Section 3.1(d),  such Servicing  Contracts will be validly
pledged
     or assigned to the Lender, subject to no other Liens.

          5.17(b) Subject to the  limitations  set forth in Section 3.1(d),
the
     Company has, and will continue to have, the full right, power and
authority
     to  pledge  the  Servicing  Contracts  pledged  and  to  be  pledged
by it
     hereunder.

          5.17(c) All of the  servicing  rights  under the  Servicing
Contracts
     pledged hereunder in which a security interest is granted hereby
constitute
     direct servicing rights.

          5.17(d) Each Servicing Contract pledged hereunder is in full
force and
     effect,  each  Servicing  Contract  pledged  hereunder is legal,
valid and
     enforceable  in  accordance  with its terms and no default or event
which,
     with notice or lapse of time or both, would become a default,  exists
under
     any such Servicing Contract.

          5.17(e)  Each  right to the  payment  of  money  under  the
Servicing
     Contracts  pledged  hereunder is genuine and enforceable in accordance
with
     its terms against the parties obligated to pay the same (nObligorn),
except
     as limited by  bankruptcy,  insolvency,  moratorium  or other  similar
laws
     affecting the enforcement of creditors' rights generally,  which terms
have
     not been  modified  or waived in any  material  respect or to any
material
     extent.

          5.17(f) To the best of the Company's knowledge, the amount
represented
     by the  Company to the Lenders as owing by an Obligor  under each
Mortgage
     Loan being serviced  under a Servicing  Contract  pledged  hereunder
is the
     correct amount actually and unconditionally owing by such Obligor.

          5.17(g) To the best of the  Company's  knowledge,  no Obligor
has any
     defense,  set off, claim or  counterclaim  against the Company which
can be
     asserted  against the Lender or the Lenders,  whether in any
proceeding to
     enforce the Lenders rights in the related Mortgage Loan or otherwise.

          5.17(h) The Company has not sold,  assigned or  otherwise
transferred
     any rights  associated  with the  Mortgage  Loans  being  serviced
under a
     Servicing Contract pledged hereunder,  including,  without limitation,
any
     rights to place escrow deposits with respect thereto.

          5.17(i) Except for the Acknowledgement  Agreements,  no consent
of any
     Obligor  or any other  Person  is  required  for the grant of the
security
     interest provided herein by the Company in any of the Servicing
Collateral
     including,  without limitation,  the Servicing Contracts pledged
hereunder,
     or any computer software being utilized by the Company pursuant to
license,
     lease or otherwise,  other than consents which have been obtained, nor
will
     any consent need to be obtained upon the  occurrence of an Event of
Default
     for the Lender to exercise  its rights with respect to any of the Term
Loan
     Collateral except as set forth in the Acknowledgment Agreements.

          5.17(j) Each Mortgage Loan being serviced  under a Servicing
Contract
     pledged  hereunder  that is owned by FMMA or FHLMC or is included in a
FNMA
     or FHLMC pool is covered by an Acknowledgment Agreement with such
agency in
     form and substance satisfactory to the Lender.

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 16.



     5.18. Special Representations  Concerning  Receivables.  The Company
hereby
represents and warrants to the Lenders,  as of the date of this Agreement
and as
of the date of each  Working  Capital  Advance  Request  and the  making of
each
Working Capital Advance that:

          5.18(a) The Company is the legal and equitable owner and holder,
free
     and  clear  of all  Liens  (other  than  Liens  granted  hereunder)
of the
     Receivables,  and the Receivables have been and will continue to be
subject
     to a security interest in favor of the Lender, subject to no other
Liens.

          5.18(b) The Company  has, and will  continue to have,  the full
right,
     power and authority to grant a security  interest in the Receivables
to the
     Lender.

          5.18(c)  Each  Receivable  is a valid,  enforceable  right  to
retain
     amounts  received  from  obligers  under  Mortgage  Loans  serviced
by the
     Company,  or a valid,  enforceable right to payment from FNMA, FHLMC,
GNMA,
     VA, FHA or a private mortgage insurer, is currently due, and as to
which no
     condition exists that will impair or materially delay payment thereof.

          5.18(d) To the best of the  Company's  knowledge,  with respect
to any
     Receivables,  the  Mortgagor  who is  liable  for  payments  that
will  be
     applicable  to such  Receivables,  or FMMA,  FHLMC,  GNMA,  FHA,  VA
or the
     private mortgage insurer,  obligated thereon, has no defense, setoff,
claim
     or  counterclaim  against  the Company  which can be  asserted
against the
     Lender or the Lenders,  whether in any  proceeding  to enforce the
Lender's
     security interest in such Receivable or otherwise.

          5.18(e)  Except  for  the  Acknowledgment  Agreements,  to the
extent
     required,  no consent of any Person is  required  tothe grant of a
security
     interest in the  Receivables to the Lender,  and no consent will need
to be
     obtained  upon the  occurrence  of an Event of  Default  for the
Lender to
     exercise its rights with respect to any of the Receivables.

6.   AFFIRMATIVE COVENANTS.

     The Company hereby  covenants and agrees that, so long as the
Commitment is
outstanding or there remain any  Obligations to be paid or performed  under
this
Agreement or under any other Loan Document, the Company shall:

     6.1.  Payment of Notes.  Punctually pay or cause to be paid all
Obligations
payable  hereunder and under the Notes in  accordance  with the terms
hereof and
thereof.

     6.2. Financial Statements and Other Reports. Deliver to the Lender:

          6.2(a) As soon as available  and in any event within  thirty (30)
days
     after the end of each calendar  month,  statements of income and
changes in
     stockholders' equity of the Company (and, if applicable,  its
Subsidiaries,
     on a consolidated  basis) for the  immediately  preceding month and
for the
     period from the  beginning  of the fiscal year to the end of such
calendar
     month,  and the  related  balance  sheet  as at the end of the
immediately
     preceding month, all in reasonable  detail and certified as to the
fairness
     of  presentation by the chief  financial  officer of the Company,
subject,
     however, to year-end audit adjustments.

          6.2(b) As soon as available  and in any event within  ninety (90)
days
     after the close of each  fiscal  year,  statements  of  income,
changes in
     stockholders' equity and cash flows of the Company (and, if
applicable, its
     Subsidiaries,  on a  consolidated  basis)  for such year,  and the
related
     balance sheet as at the end of such year (setting forth in comparative
form
     the corresponding figures for the preceding fiscal year), all in
reasonable
     detail and accompanied by an opinion in form and substance
satisfactory to
     the Lender and prepared by an accounting  firm  reasonably
satisfactory to
     the Lender, or other independent certified public accountants of
recognized
     acceptable  standing  selected by the Company and to the Lender, as to
said
     financial  statements  and a  certificate  signed  by the  chief
financial
     officer  of the  Company  stating  that said  financial  statements
fairly
     present the  financial  condition  and results of operations of the
Company
     (and,  if  applicable,  its  Subsidiaries)  as at the end of, and for,
such
     year.

          6.2(c)  Together  with  each  delivery  of  (i)  financial
statements
     required in Section 6.2(a) for the months of July, October and
January, and
     (ii)  financial   statements  required  in  Section  6.2(b),  an
Officer's
     Certificate  substantially in the form of Exhibit I-SF hereto:  (1)
setting
     forth in  reasonable  detail all  calculations  necessary  to show
that the
     Company is in compliance  with the  requirements of Sections 7.6, 7.7,
7.8,
     7.9, 7.10,  7.11 and 7.12 hereof as of the end of such quarter or year
(or,
     if the Company is not in compliance,  showing the extent of  non-
compliance
     and  specifying the period of  non-compliance  and what actions the
Company
     has  taken,  is  taking or  proposes  to take with  respect  thereto);
(2)
     certifying that the Company was, as of the end of the period, in
compliance
     and in good  standing  with  applicable  HUD,  GNMA,  or Investor net
worth
     requirements;  and (3) stating that the signers have  reviewed the
terms of
     this Agreement and have made, or caused to be made under their
supervision,
     a review in reasonable  detail of the  transactions  and  conditions
of the
     Company (and, if applicable, its Subsidiaries) during the accounting
period
     covered by such financial statements and that such review has not
disclosed
     the existence during or at the end of such accounting  period, and
that the
     signers  do not  have  knowledge  of the  existence  as of the  date
of the
     Officer's  Certificate,  of any  Default  or  Event of  Default,  or
if any
     Default or Event of Default  existed or exists,  specifying  the
nature and
     period of the existence  thereof and what action the Company has
taken,  is
     taking and proposes to take with respect thereto.

          6.2(d) As soon as available  and in any event within  ninety (90)
days
     after the  close of each  fiscal  year of the  Company,  current
financial
     statements of each Guarantor, signed by such Guarantor, dated not more
than
     ninety  (90) days  prior to the date of  required  delivery  to the
Lender
     hereunder.

          6.2(e)  Weekly or more  frequently as the Lender may from time to
time
     request, a commitment summary and pipeline report substantially in the
form
     of Exhibit L (the  "Commitment  Summary  Report a) dated as of the
close of
     business on the last  Business  Day of each week and provided to the
Lender
     by  facsimile  by 10:00 a.m.  on the next  succeeding  Business  Day
of the
     following week, and the signed original thereof shall be sent to the
Lender
     by first class mail on such next succeeding Business Day.

          6.2(f) As soon as available and in any event within  fifteen (15)
days
     after the end of each calendar month, a consolidated report (the
"Servicing
     Portfolio Report") as of the end of the calendar month detailing, as
to all
     Mortgage  Loans the  servicing  rights  to which  are owned by the
Company
     (specified  by investor  type,  recourse and  non-recourse)
regardless  of
     whether such  Mortgage  Loans are Pledged  Mortgages and which report
shall
     indicate Mortgage Loans which (A) are current and in good standing,
(B) are
     more than 30, 60 or 90 days past due,  respectively,  (C) are, for
Mortgage
     Loans serviced with recourse, more than three hundred sixty (360) days
past
     due, (D) are the subject of pending bankruptcy or foreclosure
proceedings,
     or (E) have been converted  (through  foreclosure  or other
proceedings in
     lieu thereof) by the Company into real estate owned by the Company.

          6.2(g)  Reports  in  respect  of the  Pledged  Mortgages  and
Pledged
     Securities  and Servicing  Collateral,  in such detail and at such
times as
     the Lender in its  discretion  may  reasonably  request at any time or
from
     time to time.

          6.2(h) Copies of all regular or periodic  financial and other
reports,
     if any,  which the  Company  shall file with the  Securities  and
Exchange
     Commission or any  governmental  agency  successor  thereto,  copies
of any
     audits completed by GNMA, FMMA or FHLMC and copies of the Mortgage
Bankers'
     Financial  Reporting  Forms  (FHLMC  Form  1055/FNMA  Form 1002)
which the
     Company shall have filed with FMMA or FHLMC.

          6.2(i) From time to time,  with  reasonable  promptness,  such
further
     information  regarding  the business,  operations,  properties or
financial
     condition of the Company as the Lender may reasonably request.

          6.2(j)  Semi-annually,  or more frequently as the Lender may from
time
     to time request, an Appraisal.

     6.3. Maintenance of Existence;  Conduct of Business.  Preserve and
maintain
its  corporate  existence in good  standing  and all of its rights,
privileges,
licenses and  franchises  necessary  or  desirable in the normal  conduct
of its
business,   including,   without   limitation,   its   eligibility   as
lender,
seller/servicer  and issuer  described  under  Section 5.13 hereof;
conduct its
business in an orderly and efficient manner;  maintain a net worth of
acceptable
assets  as  required  by FHA,  GMMA,  FNMA or  FHLMC  at any and all  times
for
maintaining  the Company's  status as a FHA, FNMA,  FHLMC approved
mortgagee or
GMMA  issuer;  and make no change in the nature or  character of its
business or
engage  in any  business  in  which  it was  not  engaged  on the  date  of
this
Agreement.

     6.4.  Compliance with Applicable Laws.  Comply with the requirements
of all
applicable laws, rules,  regulations and orders of any governmental
authority, a
breach of which could  materially  adversely  affect its  business,
operations,
assets,  or financial  condition,  except  where  contested in good faith
and by
appropriate proceedings.

     6.5. Inspection of Properties and Books. Permit authorized
representatives
of the Lender or any Participant to discuss the business, operations,
assets and
financial  condition of the Company and its  Subsidiaries  with its
officers and
employees  and to  examine  its books of  account  and make  copies or
extracts
thereof,  all at such  reasonable  times as the  Lender or any  Participant
may
request.  The Company will provide its accountants with a copy of this
Agreement
promptly after the execution  hereof and will instruct its accountants to
answer
candidly  any  and  all  questions  that  the  officers  of  the  Lender
or any
Participant or any authorized  representatives  of the Lender or any
Participant
may address to them in  reference to the  financial  condition or affairs
of the
Company  and its  Subsidiaries.  The  Company  may have its
representatives  in
attendance at any meetings between the officers or other  representatives
of the
Lender or any  Participant and the Company  accountants  held in accordance
with
this authorization.

     6.6.  Notice.  Give prompt  written notice to the Lender of (a) any
action,
suit  or  proceeding  instituted  by or  against  the  Company  or  any  of
its
Subsidiaries  in any  federal or state court or before any  commission  or
other
regulatory  body  (federal,  state or local,  domestic or foreign) which
action,
suit or  proceeding  has at issue in  excess  of One  Hundred  Thousand
Dollars
($100,000), or any such proceedings threatened against the Company or any
of its
Subsidiaries  in a writing  containing  the  details  thereof,  (b) the
filing,
recording  or  assessment  of any  federal,  state or local tax Lien
against the
Company, or any of its assets or any of its Subsidiaries,  (c) the
occurrence of
any Event of Default hereunder or the occurrence of any Default and
continuation
thereof for five (5) days, (d) the suspension,  revocation or termination
of the
Company's  eligibility,  in any respect, as approved lender,
seller/servicer or
issuer as  described  under  Section  5.13  hereof,  (e) the  transfer,
loss or
termination of any Servicing  Contract to which the Company is a party, or
which
is held for the benefit of the Company,  and the reason for such transfer,
loss
or  termination,  if known to the Company,  and (f) any other  action,
event or
condition of any nature which may lead to or result in a material adverse
effect
upon the business, operations, assets, or financial condition of the
Company and
its  Subsidiaries  or which,  with or  without  notice or lapse of time or
both,
would constitute a default under any other agreement, instrument or
indenture to
which the Company or any of its  Subsidiaries is a party or to which the
Company
or any of its Subsidiaries, its properties, or assets may be subject.

     6.7.  Payment of Debt,  Taxes,  etc.  Pay and perform all  obligations
and
indebtedness of the Company,  and cause to be paid and performed all
obligations
and indebtedness of its Subsidiaries,  promptly and in accordance with the
terms
thereof and pay and  discharge or cause to be paid and  discharged
promptly all
taxes,  assessments and governmental  charges or levies imposed upon the
Company
or its  Subsidiaries  or upon their  respective  income,  receipts or
properties
before the same shall  become past due, as well as all lawful  claims for
labor,
materials  and supplies or otherwise  which,  if unpaid,  might become a
Lien or
charge upon such  properties or any part thereof;  provided,  however,
that the
Company and its Subsidiaries shall not be required to pay taxes,
assessments or
governmental  charges or levies or claims for labor,  materials  or
supplies for
which the Company or its  Subsidiaries  shall have  obtained an adequate
bond or
adequate  insurance  or which are being  contested  in good  faith and by
proper
proceedings  which are being  reasonably  and  diligently  pursued and for
which
proper reserves have been created.

     6.8.  Insurance.  Maintain (a) errors and  omissions  insurance or
mortgage
impairment insurance and blanket bond coverage,  with such companies and in
such
amounts as satisfy prevailing FMMA, FHLMC and GNMA requirements  applicable
to a
qualified mortgage originating institution, and (b) liability insurance and
fire
and  other  hazard  insurance  on its  properties,  with  responsible
insurance
companies  approved by the Lender,  in such amounts and against such risks
as is
customarily  carried by similar businesses  operating in the same vicinity;
and
(c) within thirty (30) days after Notice from the Lender, obtain such
additional
insurance as the Lender shall reasonably require, all at the sole expense
of the
Company. Copies of such policies shall be furnished to the Lender without
charge
upon request of the Lender.

     6.9. Closing Instructions.  Indemnify and hold the Lender harmless
from and
against any loss, including reasonable attorneys,  fees and costs,
attributable
to the  failure of a title  insurance  company,  agent or  approved
attorney to
comply with the  disbursement  or  instruction  letter or letters of the
Company
relating to any Mortgage Loan.

     6.10. Subordination of Certain Indebtedness.  Cause any indebtedness
of the
Company, incurred after the date of this Agreement, to any shareholder,
director
or  officer  of the  Company,  or to any  Affiliate  of  the  Company  or
of any
Subsidiary  of the  Company,  or to any  Guarantor,  to be  subordinated
to all
Obligations by the execution of a Subordination of Debt Agreement in the
form of
Exhibit J hereto and deliver to the Lender an executed  copy of said
Agreement,
certified by the corporate  secretary of the Company to be true and
complete and
in full force and effect.

     6.11. Other Loan  Obligations.  Perform all material  obligations
under the
terms  of each  loan  agreement,  note,  mortgage,  security  agreement  or
debt
instrument  by which the  Company  is bound or to which any of its
property  in
subject,  and promptly notify the Lender in writing of a declared  default
under
or the  termination,  cancellation,  reduction or nonrenewal of any of its
other
lines of credit or agreements with any other lender.  Exhibit J hereto is a
true
and  complete  list of all such  lines of  credit or  agreements  as of the
date
hereof and the  Company  hereby  agrees to give the Lender at least  thirty
(30)
days Notice before entering into any additional lines of credit or
agreements.

     6.12. Use of Proceeds of Advances.  Use the proceeds of each Advance
solely
for the purposes set forth in Section 2 1(b),  Section  2.3(b) or Section
2.5(b)
above, as applicable.

     6.13. Special Affirmative Covenants Concerning Collateral.

          6.13(a) Warrant and defend the right, title and interest of the
Lender
     in and to the  Collateral  against  the claims and  demands of all
Persons
     whomsoever.

          6.13(b)  Service  or  cause  to be  serviced  all  Mortgage
Loans  in
     accordance  with the  standard  requirements  of the  issuers  of
Purchase
     Commitments  covering the same, the Servicing  Contracts  covering the
same
     and all applicable FHA and VA requirements,  including  without
limitation
     taking all actions  necessary  to enforce the  obligations  of the
obligers
     under  such  Mortgage  Loans.  The  Company  shall  service  or cause
to be
     serviced all Mortgage Loans backing  Pledged  Securities in accordance
with
     applicable  governmental   requirements  and  requirements  of
issuers  of
     Purchase  Commitments  covering the same. The Company shall hold all
escrow
     funds  collected in respect of Pledged  Mortgages,  Mortgage  Loans
backing
     Pledged  Securities  and  Mortgage  Loans  serviced  pursuant to
Servicing
     Contracts in trust,  without commingling the same with non-custodial
funds,
     and apply the same for the purposes for which such funds were
collected.

          6.13(c) Execute and deliver to the Lender such Uniform Commercial
Code
     financing  statements  with  respect  to the  Collateral  as the
Lender may
     request.  The  Company  shall also  execute  and deliver to the Lender
such
     further  instruments  of sale,  pledge or assignment or transfer,  and
such
     powers of attorney, as required by the Lender, and shall do and
perform all
     matters and things  necessary or desirable to be done or observed,
for the
     purpose of effectively  creating,  maintaining  and preserving the
security
     and benefits  intended to be afforded the Lender under this Agreement.
The
     Lender shall have all the rights and remedies of a secured  party
under the
     Uniform  Commercial  Code of  Minnesota,  or any other  applicable
law, in
     addition to all rights provided for herein.

          6.13(d)  Notify the Lender within two (2) Business Days of any
default
     under, or of the termination  of, any Purchase  Commitment  relating
to any
     Pledged Mortgage, Eligible Mortgage Pool or Pledged Security.

          6.13(e)  Promptly comply in all respects with the terms and
conditions
     of all Purchase Commitments, and all extensions, renewals and
modifications
     or substitutions thereof or thereto. The Company will cause to be
delivered
     to the Investor the Pledged  Mortgages  and Pledged  Securities  to be
sold
     under each Purchase  Commitment not later than the mandatory  delivery
date
     thereof.

          6.13(f)  Maintain,  at its  principal  office or in a regional
office
     approved  by the  Lender,  or in the  office of a computer  service
bureau
     engaged by the Company and approved by the Lender, and, upon request,
make
     available  to the  Lender  the  originals,  or copies in any case
where the
     originals  have been  delivered  to the  Lender or to an  Investor,
of its
     Mortgage Notes and Mortgages included in Pledged Mortgages, Mortgage-
backed
     Securities  delivered  to  the  Lender  as  Pledged  Securities,
Purchase
     Commitments,  Servicing  Contracts and all related  Mortgage Loan
documents
     and  instruments,  and all files,  surveys,  certificates,
correspondence,
     appraisals,  computer programs, tapes, discs, cards, accounting
records and
     other information and data relating to the Collateral.

7.   NEGATIVE COVENANTS.

     The Company hereby  covenants and agrees that, so long as the
Commitment is
outstanding or there remain any Obligations to be paid or performed, the
Company
shall not, either  directly or indirectly,  without the prior written
consent of
the Lender:

     7.1.  Contingent  Liabilities.  Assume,  guarantee,  endorse,  or
otherwise
become   contingently  liable  for  the  obligation  of  any  Person
except  by
endorsement of negotiable  instruments for deposit or collection in the
ordinary
course of business.

     7.2.  Sale or  Pledge  of  Servicing  Contracts.  Sell,  pledge  or
grant a
security  interest in any existing or future Servicing  Contracts of the
Company
other  than to the  Lender,  except as  otherwise  expressly  permitted  in
this
Agreement,  or omit to take any  action  required  to keep  all  such
Servicing
Contracts  in full force and effect,  provided,  however,  that if no
Default or
Event of  Default  has  occurred  and is  continuing,  servicing  on
individual
Mortgage Loans may be sold  concurrently with and incidental to the sale of
such
Mortgage Loans (with servicing released) in the ordinary course of the
Company's
business.

     7.3. Merger; Sale of Assets; Acquisitions. Liquidate, dissolve,
consolidate
or merge or sell any substantial part of its assets,  or acquire any
substantial
part of the assets of another.

     7.4.  Deferral of Subordinated  Debt. Pay in advance of the stated
maturity
thereof  any  Subordinated  Debt of the  Company  or, if a  Default  or
Event of
Default  hereunder shall have occurred,  make any payment of any kind
thereafter
on such  Subordinated Debt until all Obligations have been paid and
performed in
full and any applicable preference period has expired.

     7.5. Loss of  Eligibility.  Take any action that would cause the
Company to
lose all or any part of its status as an eligible  lender,  seller/servicer
and
issuer as described under Section 5.13 hereof.

     7.6.  Current  Ratio.  Permit  the  ratio  of  current  assets  to
current
liabilities  of the Company and its  Subsidiaries,  determined on a
consolidated
basis in accordance with GAAP, at any time to exceed 1.01 to 1.

     7.7. Debt to Adjusted Tangible Net Worth Ratio. Permit the ratio of
Debt to
Adjusted  Tangible  Net  Worth  of  the  Company  (and  its  Subsidiaries,
on a
consolidated basis) at any time to exceed 10 to 1.

     7.8. Minimum  Tangible Net Worth.  Permit Tangible Net Worth of the
Company
(and its Subsidiaries,  on a consolidated basis) at any time to be less-
than One
Million Dollars ($1,000,000).(1)

     7.9.  Minimum  Adjusted  Tangible Net Worth.  Permit Adjusted
Tangible net
Worth of the Company (and its Subsidiaries, on a consolidated basis) at any
time
to be less than Three Million Five Hundred Thousand Dollars
($3,500,000).(1)

----------
(1)  Replaced in Third Amendment (2/29/96) - Page 16.



     7.10. Minimum Servicing Portfolio.  Permit the Adjusted Servicing
Portfolio
of  the   Company  to  be  less  than  Two   Hundred   Fifty   Million
Dollars
($250,000,000).(1)

     7.11.  Dividends.  For each fiscal year, declare or pay dividends in
excess
of twenty-five percent (25%) of the Company's net after-tax income earned
in any
fiscal year. Any Dividends  declared in respect of the net income of the
Company
in any  fiscal  year must be paid by the end of the  second  quarter of the
next
succeeding fiscal year.

     7.12.  Transactions  with  Affiliates.  Directly or indirectly (at
make any
loan,  advance,  extension  of  credit  or  capital  contribution  to any
of its
Affiliates,  (b) transfer,  sell, pledge,  assign or otherwise dispose of
any of
its assets to or on behalf of such Affiliates,  (c) merge or consolidate
with or
purchase or acquire assets from such  Affiliates,  or (d) transfer,
pledge,  or
assign or otherwise pay management fees to or on behalf of such Affiliates.

     7.13.  Acquisition  of  Recourse  Servicing  Contracts.  Acquire
Servicing
Contracts  under which the Company is obligated to  repurchase  or
indemnify the
holder of the Mortgage  Loans as a result of defaults on the  Mortgage
Loans at
any time during the term of such Mortgage Loans.

     7.14. Special Negative Covenants Concerning Collateral.

          7.14(a)  The  Company  shall not amend or modify,  or waive any
of the
     terms and  conditions  of, or settle or compromise any claim in
respect of,
     any Pledged Mortgages or Pledged Securities.

          7.14(b)  The Company  shall not sell,  assign,  transfer or
otherwise
     dispose  of, or grant any option with  respect  to, or pledge or
otherwise
     encumber (except pursuant to this Agreement or as permitted  herein)
any of
     the Collateral or any interest therein.

          7.14(c)  The  Company  shall not make any  compromise,
adjustment  or
     settlement in respect of any of the Collateral or accept other than
cash in
     payment or liquidation of the Collateral.

8.   DEFAULTS; REMEDIES.

     8.1. Events of Default.  The occurrence of any of the following
conditions
or events shall be an event of default ("Event of Default"):

          8.1(a)  Failure to pay the principal of any Advance when due,
whether
     at stated maturity,  by acceleration,  or otherwise;  or failure to
pay any
     installment  of interest on any Advance or any other  amount due under
this
     Agreement  within  ten (10) days  after the due date;  or  failure  to
pay,
     within any applicable grace period,  the principal or interest on any
other
     indebtedness of the Company due the Lender; or

          8.1(b)  Failure of the Company or any of its  Subsidiaries  to
pay, or
     any  default in the  payment of any  principal  or  interest  on, any
other
     indebtedness  or in the  payment of any  contingent  obligation
within any
     period of grace  provided;  or breach or default  with respect to any
other
     material term of any other indebtedness or of any loan agreement,
mortgage,
     indenture  or other  agreement  relating  thereto,  if the  effect  of
such
     failure,  default or breach is to cause, or to permit the holder or
holders
     thereof  (or a  trustee  on behalf of such  holder  or  holders)  to
cause,
     indebtedness of the Company or its  Subsidiaries in the aggregate
amount of
     Fifty Thousand Dollars ($50,000) or more to become or be declared due
prior
     to its stated  maturity  (upon the giving or receiving of notice,
lapse of
     time, both, or otherwise); or

----------
(1)  Replaced by Fourth Amendment (6/11/96) - Page 2



          8.1(c)  Failure of the  Company to perform or comply  with any
term or
     condition  applicable  to it contained in Sections 6.3, 6.12 and 6.13
or in
     any Section of Article 7 of this Agreement; or

          8.l(d) Any of the  Company's  representations  or  warranties
made or
     deemed made herein or in any other Loan  Document,  or in any
statement or
     certificate at any time given by the Company in writing  pursuant
hereto or
     thereto shall be  inaccurate  or incomplete in any material  respect
on the
     date as of which made or deemed made; or(1)

          8.1(e) The Company shall default in the  performance  of or
compliance
     with any term  contained in this Agreement or any other Loan Document
other
     than those  referred to above in Subsections  8.1(a),  8.1(c) or
8.1(d) and
     such default shall not have been remedied or waived within thirty (30)
days
     after the  earliest of (i) receipt by the Company of Notice from the
Lender
     of such  default,  (ii) receipt by the Lender of Notice from the
Company of
     such default, or (iii) the date the Company should have notified the
Lender
     of such default pursuant to Section 6.6(c); or(2)

          8.1(f) (1) A court having  jurisdiction  shall enter a decree or
order
     for relief in respect of the Company,  any Subsidiary of the Company
or any
     Guarantor  in  an  involuntary   case  under  any  applicable
bankruptcy,
     insolvency or other similar law in respect of the Company,  any
Subsidiary
     of the Company or any Guarantor now or hereafter in effect, which
decree or
     order is not stayed;  or a filing of a voluntary  case under any
applicable
     bankruptcy,  insolvency or other similar law in respect of the
Company, any
     Subsidiary  of the  Company or any  Guarantor  has  occurred;  or any
other
     similar relief shall be granted under any applicable  federal or state
law;
     or (2) the filing of an  involuntary  case in respect of the  Company,
any
     Subsidiary of the Company or any Guarantor under any applicable
bankruptcy,
     insolvency  or other  similar  law; or a decree or order of a court
having
     jurisdiction for the appointment of a receiver,  liquidator,
sequestrator,
     trustee, custodian or other officer having similar powers over the
Company,
     any  Subsidiary  of the  Company  or of any  Guarantor,  or  over  all
or a
     substantial part of their respective property,  shall have been
entered; or
     the  involuntary  appointment  of an  interim  receiver,  trustee  or
other
     custodian of the Company,  any  Subsidiary  of the Company or any
Guarantor
     for all or a substantial part of their respective property; or the
issuance
     of a warrant of  attachment,  execution  or  similar  process  against
any
     substantial  part of the property of the  Company,  any  Subsidiary
of the
     Company  or any  Guarantor,  and the  continuance  of any  such
events  in
     Subsection  (2) above for sixty (60) days unless  dismissed,  bonded
off or
     discharged; or

          8.1(g) The Company,  any  Subsidiary  of the Company or any
Guarantor
     shall have an order for relief  entered  with  respect to it or
commence a
     voluntary case under any applicable bankruptcy, insolvency or other
similar
     law now or hereafter in effect,  or shall  consent to the entry of an
order
     for relief in an  involuntary  case under any such law, or shall
consent to
     the  appointment  of or taking  possession by a receiver,  trustee or
other
     custodian for all or a substantial part of its property;  the making
by the
     Company,  any  Subsidiary of the Company or any Guarantor of any
assignment
     for the benefit of  creditors;  or the inability or failure of the
Company,
     any  Subsidiary  of the Company or any  Guarantor,  or the admission
by the
     Company,  any  Subsidiary of the Company or any Guarantor in writing
of its
     inability, to pay its debts as such debts become due; or

          8.1(h) Failure of the Company to perform any  contractual
obligations
     which it may have to repurchase  Mortgage Loans, if such obligations
in the
     aggregate exceed One Million Dollars ($l,000,000); or

          8.1(i) Any money judgment,  writ or warrant of attachment,  or
similar
     process  involving in any case an amount in excess of Twenty-Five
Thousand
     Dollars  ($25,000)  shall be entered or filed against the Company or
any of
     its  Subsidiaries  or any of  their  respective  assets  and  shall
remain
     undischarged,  unvacated,  unhanded or unstayed for a period of thirty
(30)
     days or in any  event  later  than  five (5) days  prior to the date
of any
     proposed sale thereunder; or

          8.1(j) Any order,  judgment  or decree  shall be entered  against
the
     Company decreeing the dissolution or split up of the Company and such
order
     shall remain undischarged or unstayed for a period in excess of twenty
(20)
     days; or

          8.1(k) Any Plan  maintained by the Company or any of its
Subsidiaries
     shall be  terminated  within the  meaning of Title IV of ERISA or a
trustee
     shall be  appointed  by an  appropriate  United  States  district
court to
     administer any Plan, or the Pension  Benefit  Guaranty  Corporation
(or any
     successor thereto) shall institute  proceedings to terminate any Plan
or to
     appoint a trustee  to  administer  any Plan if as of the date  thereof
the
     Company's liability or any such Subsidiary's liability (after giving
effect
     to  the  tax   consequences   thereof)  to  the  Pension  Benefit
Guaranty
     Corporation  (or any  successor  thereto)  for unfunded  guaranteed
vested
     benefits   under  the  Plan  exceeds  the  then  current  value  of
assets
     accumulated  in  such  Plan  by  more  than  Twenty-Five  Thousand
Dollars
     ($25,000) (or in the case of a termination  involving the Company or
any of
     its  Subsidiaries  as  a  Substantial  employers  (as  defined  in
Section
     4001(a)(2) of ERISA) the withdrawing employer's proportionate share of
such
     excess shall exceed such amount); or

          8.1(l) The  Company or any of its  Subsidiaries  as  employer
under a
     Multiemployer  Plan shall have made a complete or partial  withdrawal
from
     such  Multiemployer  Plan and the plan sponsor of such  Multiemployer
Plan
     shall have  notified  such  withdrawing  employer  that such  employer
has
     incurred a withdrawal  liability in an annual amount exceeding  Twenty-
Five
     Thousand Dollars ($25,000); or

          8.1(m)  The  Company or any  Guarantor  shall  purport to disavow
its
     obligations  hereunder or under any Guaranty,  as the case may be, or
shall
     contest the validity or  enforceability  hereof or of any Guaranty;
or the
     Lender's  security  interest on any portion of the Collateral  shall
become
     unenforceable or otherwise impaired; provided that, subject to the
Lender's
     approval, no Event of Default shall occur as a result of such
impairment if
     all Advances made against any such Collateral  shall be paid in full
within
     ten (10) days of the date of such impairment; or

          8.1(n)  James W.  Noack  and James A.  Umphryes  shall  cease
owning,
     directly or indirectly, all of the capital stock of the Company; or

          8.1(o)  There  shall be a  material  adverse  change in the
financial
     condition, business or operations of the Company.

8.2. Remedies.

          8.2(a)  Upon the  occurrence  of any  Event of  Default
described  in
     Sections  8.1(f) or 8.1(g),  the  Commitments  shall be terminated
and the
     unpaid  principal amount of and accrued interest on the Notes and all
other
     Obligations   shall   automatically   become  due  and   payable,
without
     presentment,  demand or other  requirements  of any kind,  all of
which are
     hereby expressly waived by the Company.

          8.2(b) Upon the  occurrence of any Event of Default,  other than
those
     described in Sections  8.1(f) and 8.1(g),  the Lender may, by Notice
to the
     Company,  terminate the  Commitments  and/or declare all  Obligations
to be
     immediately due and payable,  whereupon the same shall forthwith
become due
     and payable, together with all accrued interest thereon, and the
obligation
     of the Lender to make any Advances shall thereupon terminate.

          8.2(c) Upon the  occurrence  of any Event of  Default,  the
Lender may
     also do any of the following:

               (1) Foreclose upon or otherwise  enforce its security
interest in
          and Lien on the  Collateral to secure all payments and
performance of
          the  Obligations  in any  manner  permitted  by law  or  provided
for
          hereunder.

               (2)  Notify  all  obligers  in  respect  of  Collateral
that the
          Collateral  has been  assigned  to the  Lender  and that all
payments
          thereon  are to be made  directly to the Lender or such other
party an
          may be designated by the Lender;  settle,  compromise,  or
release, in
          whole or in  part,  any  amounts  owing  on the  Collateral,  any
such
          obligor or any  Investor  or any portion of the  Collateral,  on
terms
          acceptable to the Lender;  enforce payment and prosecute any
action or
          proceeding with respect to any and all Collateral;  and where any
such
          Collateral is in default,  foreclose on and enforce security
interests
          in such  Collateral  by any  available  judicial  procedure or
without
          judicial  process and sell  property  acquired as a result of any
such
          foreclosure.

               (3) Act,  or  contract  with a third party to act, as
servicer or
          subservicer of each item of Collateral requiring servicing and
perform
          all obligations  required in connection  with Servicing
Contracts and
          Purchase  Commitments,  such  third  party's  fees  to be  paid
by the
          Company.

               (4) Require the Company to assemble the  Collateral  and/or
books
          and records  relating thereto and make such available to the
Lender at
          a place to be designated by the Lender.

               (5) Enter onto property where any Collateral or books and
records
          relating  thereto  are  located and take  possession  thereof
with or
          without judicial process.

               (6) Prior to the  disposition of the  Collateral,  prepare
it for
          disposition  in  any  manner  and  to  the  extent  the  Lender
deems
          appropriate.

               (7) Exercise all rights and remedies of a secured  creditor
under
          the Uniform  Commercial  Code of  Minnesota or other  applicable
law,
          including,  but not limited to, selling or otherwise  disposing
of the
          Collateral,  or any part  thereof,  at one or more  public or
private
          sales, whether or not such Collateral is present at the place of
sale,
          for cash or  credit  or  future  delivery,  on such  teems and in
such
          manner as the Lender may  determine,  including,  without
limitation,
          sale  pursuant to any  applicable  Purchase  Commitment.  If
notice is
          required under such  applicable  law, the Lender will give the
Company
          not less than ten (10) days'  notice of any such public sale or
of the
          date after which any private sale may be held. The Company agrees
that
          ten (10) days,  notice  shall be  reasonable  notice.  The Lender
may,
          without notice or  publication,  adjourn any public or private
sale or
          cause the same to be adjourned  from time to time by
announcement  at
          the time and place  fixed  for the sale,  and such sale may be
made at
          any time or place to which  the same may be so  adjourned.  In
case of
          any sale of all or any part of the  Collateral on credit or for
future
          delivery,  the  Collateral so sold may be retained by the Lender
until
          the selling  price is paid by the  purchaser  thereof,  but the
Lender
          shall not incur any liability in case of the failure of such
purchaser
          to take up and pay for the Collateral so sold and, in case of any
such
          failure,  such  Collateral  may again be sold upon  like  notice.
The
          Lender may,  however,  instead of exercising  the power of sale
herein
          conferred  upon it,  proceed by a suit or suits at law or in
equity to
          collect all amounts due upon the Collateral or to foreclose the
pledge
          of and sell the Collateral or any portion  thereof under a
judgment or
          decree of a court or courts of competent jurisdiction, or both.

               (8)  Proceed  against  the  Company on the Notes or  against
the
          Guarantor under the Guaranty or both.

          8.2(d) The Lender  shall incur no liability as a result of the
sale or
     other disposition of the Collateral,  or any part thereof, at any
public or
     private  sale or  disposition.  The  Company  hereby  waives (to the
extent
     permitted  by law) any claims it may have  against  the  Lender
arising by
     reason of the fact that the  price at which  the  Collateral  may have
been
     sold at such  private  sale was less than the price  which  might have
been
     obtained  at a public  sale or was less  than the  aggregate  amount
of the
     outstanding  Advances and the unpaid interest accrued thereon,  even
if the
     Lender  accepts the first offer  received and does not offer the
Collateral
     to more than one offeree. Any sale of Collateral pursuant to the terms
of a
     Purchase  Commitment  shall be deemed  to have been made in a
commercially
     reasonable manner.

          8.2(e)   The   Company    acknowledges   that   Mortgage   Loans
and
     Mortgage-backed  Securities  are  collateral of a type which is
customarily
     sold on a recognized  market.  The Company  waives any right it may
have to
     prior notice of the sale of any Pledged Mortgage or Pledged Security.

          8.2(f) The Company  specifically  waives and  releases  (to the
extent
     permitted  by law) any  equity  or  right  of  redemption,  all
rights  of
     redemption,  stay or appraisal  which the Company has or may have
under any
     rule of law or statute now existing or hereafter adopted,  and any r
ght to
     require the Lender to (1) proceed  against any Person,  (2) proceed
against
     or exhaust  any of the  Collateral  or pursue its  rights and
remedies  as
     against the  Collateral in any  particular  order,  or (3) pursue any
other
     remedy in its power.  The Lender  shall not be  required  to take any
steps
     necessary  to  preserve  any  rights  of the  Company  against
holders  of
     mortgages  prior  in  lien  to the  Lien of any  Mortgage  included
in the
     Collateral or to preserve rights against prior parties.

          8.2(g) The Lender may, but shall not be obligated to, advance any
sums
     or do any act or  thing  necessary  to  uphold  and  enforce  the
Lien and
     priority  of, or the  security  intended  to be afforded  by, any
Mortgage
     included  in the  Collateral,  including,  without  limitation,
payment of
     delinquent  taxes or  assessments  and  insurance  premiums.  All
advances,
     charges,  costs and  expenses,  including  reasonable  attorneys'
fees and
     disbursements,  incurred  or paid by the  Lender in  exercising  any
right,
     power or remedy conferred by this Agreement,  or in the enforcement
hereof,
     together  with  interest  thereon,  at the Default  Rate,  from the
time of
     payment  until  repaid,  shall  become  a  part  of the  principal
balance
     outstanding hereunder and under the Notes.

          8.2(h) No failure on the part of the Lender to exercise,  and no
delay
     in exercising,  any right, power or remedy provided hereunder, at law
or in
     equity shall operate as a waiver  thereof;  nor shall any single or
partial
     exercise by the Lender of any right, power or remedy provided
hereunder, at
     law or in equity  preclude  any other or  further  exercise  thereof
or the
     exercise of any other right,  power or remedy.  Without  intending to
limit
     the foregoing,  all defenses based on the statute of limitations are
hereby
     waived by the Company to the extent  permitted by law. The remedies
herein
     provided are cumulative  and are not exclusive of any remedies
provided at
     law or in equity.

          8.2(i) The Company  acknowledges that the Company and the Credit
Agent
     have  entered  into,  and  may  from  time to time  hereafter  enter
into,
     agreements  ("Acknowledgment  Agreements")  with  FNMA,  FHLMC or any
other
     Investor  in order to  obtain  the  consent  of  FMMA,  FHLMC or any
other
     Investor  to  the  assignment  of  and  security  interest  granted
in the
     Servicing  Contracts  pursuant  to  Section  3  hereof,  as the same
may be
     amended  from  time to time.  The  Company  further  acknowledges
that the
     Acknowledgment  Agreements may contain  certain  provisions
concerning the
     enforcement  by the Credit  Agent of the  security  interest of the
Secured
     Parties in the Servicing  Contracts  subject thereto.  The Company,
agrees
     that the  disposition of its rights in any Servicing  Contract
pursuant to
     the  terms of the  applicable  Acknowledgment  Agreement  shall  be
deemed
     commercially  reasonable  within the  meaning of  Section  9-504(3)
of the
     Uniform Commercial Code of Minnesota.  The Company hereby waives any
claims
     it might otherwise have against the Credit Agent or the Credit Agent
or any
     Lender as a result of the Credit Agent's  compliance  with the terms
of any
     Acknowledgment Agreement.

     8.3.  Application  of Proceeds.  The proceeds of any sale,
disposition  or
other  enforcement of the Lender's  security  interest in all or any part
of the
Collateral shall be applied by the Lender:

     First,  to  the  payment  of  the  costs  and  expenses  of  such
sale  or
enforcement,  including  reasonable  compensation  to  the  Lenders  agents
and
counsel,  and all expenses,  liabilities  and advances made or incurred by
or on
behalf of the Lender in connection therewith;

     Second,  with  respect to the  Warehousing  Collateral,  to the
payment of
interest accrued and unpaid on the Warehousing  Promissory Note, with
respect to
the  Receivables,  to the payment of interest  accrued and unpaid on the
Working
Capital  Promissory Note, and with respect to the Servicing  Collateral,
to the
payment of  interest  accrued and unpaid on the Term Loan  Promissory  Note
and,
thereafter, the Working Capital Promissory Note;

     Third,  with  respect  to the  Warehousing  Collateral,  to the
payment of
amounts other than principal and interest due under the  Warehousing
Promissory
Note or under this  Agreement  and  related  to the  Warehousing
Commitment  or
Warehousing Advances, with respect to the Receivables, to the payment of
amounts
other than principal and interest due under the Working Capital  Promissory
Note
or under this Agreement and related to the Working Capital Commitment or
Working
Capital Advances,  and with respect to the Servicing Collateral,  to the
payment
of any  amounts  other  than  principal  and  interest  due  under the Term
Loan
Promissory  Note or under this Agreement and related to the Term Loan
Commitment
or Term Loan Advances and, thereafter, amounts other than principal and
interest
due under the Working  Capital  Promissory Note or this Agreement and
related to
the Working Capital Advances or the Working Capital Commitment;

     Fourth, with respect to the Warehousing  Collateral,  to the payment
of the
outstanding  principal balance of the Warehousing  Promissory Note, with
respect
to the Receivables,  to the payment of the outstanding  principal balance
of the
Working Capital  Promissory Note, and with respect to the Servicing
Collateral,
to the payment of the outstanding  principal balance of the Term Loan
Promissory
Note and, thereafter,  the outstanding  principal balance of the Working
Capital
Promissory Note;

     Fifth, to the remaining Obligations of the Company, first to interest,
then
to other amounts (as described in clause Third above), then to principal;
and

     Finally, to the payment to the Company, or to its successors or
assigns, or
as a court of competent  jurisdiction may direct,  of any surplus then
remaining
from such proceeds.

     If the  proceeds of any such sale,  disposition  or other  enforcement
are
insufficient to cover the costs and expenses of such sale, as aforesaid,
and the
payment in full of all  Obligations,  the Company  shall  remain  liable
for any
deficiency.

     8.4. Lender Appointed Attorney-in-Fact.  The Lender is hereby
appointed the
attorney-in-fact  of the  Company,  with  full  power of  substitution,
for the
purpose  of  carrying  out the  provisions  hereof  and  taking  any
action and
executing any  instruments  which the Lender may deem  necessary or
advisable to
accomplish  the  purposes  hereof,  which  appointment  as  attorney-in-
fact  is
irrevocable and coupled with an interest. Without limiting the generality
of the
foregoing,  the  Lender  shall  have the right and power to give  notices
of its
security  interest in the  Collateral  to any Person,  either in the name
of the
Company  or in its own  name,  to  endorse  all  Pledged  Mortgages  or
Pledged
Securities payable to the order of the Company, to change or cause to be
changed
the  book-entry  registration  or name of  subscriber or Investor on any
Pledged
Security,  or to receive,  endorse  and  collect all checks made  payable
to the
order of the Company  representing any payment on account of the principal
of or
interest on, or the proceeds of sale of, any of the Pledged Mortgages or
Pledged
Securities and to give full discharge for the same.

     8.5.  Right of Set-Off.  If the Company shall default in the payment
of the
Notes, any interest accrued thereon,  or any other sums which may become
payable
hereunder  when due, or in the  performance  of any of its other
obligations or
liabilities  under this Agreement,  the Lender shall have the right, at any
time
and from time to time,  without  notice,  to set-off and to appropriate or
apply
any and all  property or  indebtedness  of any kind at any time held or
owing by
the Lender to or for the credit or the  account of the  Company  against
and on
account of the  Obligations  of the Company under the Notes and this
Agreement,
irrespective  of whether or not the Lender shall have made any demand
hereunder
and whether or not said Obligations shall have matured.

9.   NOTICES.

     All notices, demands, consents,  requests and other communications
required
or  permitted  to be given or made  hereunder  (collectively,  Notices')
shall,
except as otherwise  expressly  provided  hereunder,  be in writing and
shall be
delivered  in person or  telecopied  or  mailed,  first  class or
delivered  by
overnight courier, return receipt requested,  postage prepaid,  addressed
to the
respective  parties hereto at their respective  addresses  hereinafter set
forth
or, as to any such party,  at such other address as may be designated by it
in a
Notice to the  other.  All  Notices  shall be  conclusively  deemed to have
been
properly  given or made  when duly  delivered,  in  person,  by  telecopy
or by
overnight courier,  or if mailed on the third Business Day after being
deposited
in the mails, addressed as follows:

     if to the Company:            Monument Mortgage, Inc.
                                   3021 Citrus Circle, Suite 150
                                   Walnut Creek, California 94598
                                   Attention: Paul R. Garrigues, CFO
                                   Telecopier No.: (510) 938-6129

     if to the Lender:             Residential Funding Corporation
                                   1646 North California Blvd.
                                   Suite 400
                                   Walnut Creek, CA 94596
                                   Attention: Graham Shipman, Vice
President
                                   Telecopier No.: (510) 935-6424

     with a copy to:               Residential Funding Corporation
                                   8400 Normandale Lake Boulevard
                                   Suite 600
                                   Minneapolis, Minnesota 55437
                                   Attention: Sandra L.  Cakes, Esq.
                                   Telecopier No.: (612) 832-7190

10.  REIMBURSEMENT OF EXPENSES; INDEMNITY.

     The Company shall: (a) pay a documentation production fee of Three
Thousand
Five Hundred Dollars  ($3,500) and all  out-of-pocket  costs and expenses
of the
Lender,  including,  without  limitation,  reasonable fees and
disbursements of
counsel (including allocated costs of internal counsel),  in connection
with the
preparation,    negotiation,    documentation,    amendment,   enforcement
and
administration  of this Agreement,  the Notes,  and other Loan Documents
and the
making and  repayment of the Advances and the payment of interest  thereon;
(b)
indemnify,  pay,  and hold  harmless the Lender and any holder of the Notes
from
and against, any and all present and future stamp, documentary and other
similar
taxes with respect to the  foregoing  matters and save the Lender and the
holder
or holders of the Notes harmless from and against any and all  liabilities
with
respect  to or  resulting  from any delay or  omission  to pay such  taxes;
(c)
indemnify, pay and hold harmless the Lender and any of its officers,
directors,
employees or agents and any subsequent holder of the Notes (collectively
called
the  "Indemnitees")  from  and  against  any and all  liabilities,
obligations,
losses, damages, penalties,  judgments, suits, costs, expenses and
disbursements
of any kind or nature whatsoever  (including without limitation,  the
reasonable
fees and disbursements of counsel of the Indemnitees  (including allocated
costs
of internal  counsel) in connection with any  investigative,
administrative  or
judicial proceeding, whether or not such Indemnitees shall be designated a
party
thereto)  which may be  imposed  upon,  incurred  by or  asserted  against
such
Indemnitees  in any manner  relating  to or arising out of this  Agreement,
the
Notes, or any other Loan Document or any of the transactions contemplated
hereby
or thereby (the n Indemnified Liabilitiesn); provided, however, that the
Company
shall have no  obligation  hereunder  with  respect to  Indemnified
Liabilities
arising from the gross negligence or willful misconduct of any such
Indemnitees.
To the extent that the  undertaking to indemnify,  pay and hold harm' ess
as set
forth in the preceding sentence may be unenforceable  because it is
violative of
any law or public policy, the Company shall contribute the maximum portion
which
it is  permitted  to pay and satisfy  under  applicable  law, to the
payment and
satisfaction of all Indemnified  Liabilities  incurred by the Indemnitees
or any
of them.  The agreement of the Company  contained in this  Subsection  (c)
shall
survive the  expiration or termination of this Agreement and the payment in
full
of the Notes.  Attorneys' fees and  disbursements  incurred in enforcing,
or on
appeal from, a judgment pursuant hereto shall be recoverable separately
from and
in addition to any other amount  included in such  judgment,  and this
clause is
intended to be severable  from the other  provisions  of this  Agreement
and to
survive and not be merged into such judgment.

11.  FINANCIAL INFORMATION.

     All  financial  statements  and reports  furnished to the Lender
hereunder
shall be prepared in accordance  with GAAP,  applied on a basis  consistent
with
that applied in preparing the financial  statements as at the end of and
for the
last fiscal year ended  (except to the extent  otherwise  required to
conform to
good accounting practice).

12.  MISCELLANEOUS.

     12.1. Terms Binding Upon Successors Survival of Representations.  The
terms
and provisions of this Agreement  shall be binding upon and inure to the
benefit
of  the  parties  hereto  and  their  respective  successors  and  assigns.
All
representations,  warranties,  covenants and agreements  herein contained
on the
part of the Company shall survive the making of any Advance and the
execution of
the Notes,  and shall be  effective  so long as the  Commitment  is
outstanding
hereunder or there remain any Obligations to be paid or performed.

     12.2.  Assignment.  This Agreement may not be assigned by the Company.
This
Agreement and the Notes,  along with the Lenders security interest in any
or all
of the Collateral,  may, at any time, be transferred or assigned, in whole
or in
part, by the Lender,  and any assignee  thereof may enforce this Agreement,
the
Notes and such security interest.

     12.3.  Amendments.  Except as otherwise  provided in this  Agreement,
this
Agreement may not be amended,  modified or  supplemented  unless such
amendment,
modification  or  supplement  is set  forth in a writing  signed by the
parties
hereto.

     12.4.  Governing Law. This Agreement and the other Loan Documents
shall be
governed  by the  laws of the  State  of  Minnesota,  without  reference
to its
principles of conflicts of laws.

     12.5.  Participations.  The Lender  may at any time  sell,  assign or
grant
participations  in, or otherwise transfer to any other Person (a
"Participant"),
all or part of the Obligations. Without limitation of the exclusive right
of the
Lender to collect and enforce  such  Obligations,  the Company  agrees that
each
disposition will give rise to a  debtor-creditor  relationship of the
Company to
the  Participant,  and  the  Company  authorizes  each  Participant,   upon
the
occurrence  of an Event of  Default,  to  proceed  directly  by right of
setoff,
bankers lien,  or  otherwise,  against any assets of the Company which may
be in
the hands of such Participant.  The Company authorizes the Lender to
disclose to
any  prospective  Participant and any Participant any and all information
in the
Lenders possession concerning the Company, this Agreement and the
Collateral.

     12.6.  Relationship of the Parties.  This Agreement provides for the
making
of Advances by the Lender, in its capacity as a lender,  to the Company,
in its
capacity as a borrower, and for the payment of interest,  repayment of
principal
by the Company to the Lender, and for the payment of certain fees by the
Company
to the Lender. The relationship between the Lender and the Company is
limited to
that of creditor/secured  party, on the one hand, and debtor, on the other
hand.
The provisions  herein for compliance  with financial  covenants and
delivery of
financial  statements  are  intended  solely  for the  benefit  of the
Lender to
protect its  interests as lender in assuring  payments of interest and
repayment
of  principal  and  payment of  certain  fees,  and  nothing  contained  in
this
Agreement  shall be construed as permitting or obligating the Lender to act
as a
financial or business  advisor or  consultant  to the Company,  as
permitting or
obligating  the  Lender to control  the  Company  or to  conduct  the
Company's
operations,  as creating any  fiduciary  obligation on the part of the
Lender to
the Company,  or as creating any joint venture,  agency,  or other
relationship
between the parties hereto other than as explicitly and  specifically
stated in
this  Agreement.  The Company  acknowledges  that it has had the
opportunity to
obtain the advice of experienced  counsel of its own choosing in connection
with
the negotiation and execution of this Agreement and to obtain the advice of
such
counsel  with  respect to all matters  contained  herein.  The  Company
further
acknowledges that it is experienced with respect to financial and credit
matters
and has made its own independent decisions to apply to the Lender for
credit and
to execute and deliver this Agreement.

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

     12.8.  Operational  Reviews.  From time to time upon  request,  the
Company
shall  permit  the  Lender  or its  representative  access to its  premises
and
records,  for the  purpose  of  conducting  a review  of the  Company's
general
mortgage business  methods,  policies,  and procedures,  auditing loan
files and
reviewing financial and operational aspects of the Company's business.

     12.9.  Consent to Credit  References.  The Company  hereby  consents
to the
disclosure of information  regarding the Company and its relationships
with the
Lender to  Persons  making  credit  inquiries  to the  Lender.  This
consent is
revocable  by the  Company at any time upon  Notice to the Lender as
provided in
Section 9 hereof.

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

     12.11.  Counterparts.  This  Agreement  may be  executed  in any
number of
counterparts,  each  of  which  shall  be  deemed  an  original,  but  all
Such
counterparts shall together constitute but one and the same instrument.

     12.12.  Entire  Agreement.  This  Agreement,  the Notes and the other
Loan
Documents  represent the final  agreement  among the parties  hereto and
thereto
with  respect  to  the  subject  matter  hereof  and  thereof,  and  may
not be
contradicted by evidence of prior or contemporaneous  oral agreements among
such
parties.  There are no oral  agreements  among the parties  with  respect
to the
subject matter hereof and thereof.

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

     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement
to be
duly executed as of the date first above written.


                              MONUMENT MORTGAGE, INC.,
                              a California corporation


                              By:
                               -----------------------------------------
                              Its:  Senior Vice President/CFO


                              RESIDENTIAL FUNDING CORPORATION,
                              a Delaware corporation


                              By:
                                ----------------------------------------
                              Its:  Vice President



STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )


     On March 22, 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 April 19,  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>


                                   EXHIBIT "A"
                            ARTICLES OF INCORPORATION



<PAGE>


                                   EXHIBIT "B"
                                    BY- LAWS




<PAGE>


                                   EXHIBIT "C"
                          CERTIFICATES OF GOOD STANDING



<PAGE>


                                   EXHIBIT "D"
                     CERTIFICATE OF THE FRANCHISE TAX BOARD



<PAGE>


                                   EXHIBIT "E"
                          CERTIFICATE AS TO INCUMBENCY

TO: RESIDENTIAL FUNDING CORPORATION

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


Name                      Title                         Signature

James A. Umphryes         Executive Vice Pres.          -------------------
----

James W. Noack            President                     -------------------
----

Paul Garrigues            Chief Financial Officer       -------------------
----
                          Sr. Vice Pres.

Lee Decker                Sr. Vice Pres.                -------------------
----

Robert Kamm               Sr. Vice Pres.                -------------------
----

Jenny Pusich              Secretary                     -------------------
----

Julieann Woodley          Asst. Sec.                    -------------------
----

Deshon Chambers           Asst. Sec.                    -------------------
----

Jill Lewis                Asst. Sec.                    -------------------
----

Jennifer R. Huntley       Asst. Sec.                    -------------------
----

Regina E. Kimura          Asst. Sec.                    -------------------
----

Abigail A. Bally          Asst. Sec.                    -------------------
----


     You may conclusively  rely on this Certificate  until formally advised
by a
like Certificate of any changes herein.

     IN WITNESS WHEREOF,  I have hereunto  executed this Certificate on
this 3rd
day of April, 1995.



                              -----------------------------------------
                              Secretary


<PAGE>

                                                                EXHIBIT A-
1(1)

                           WAREHOUSING PROMISSORY NOTE


$10,000,000                                            Date: March __, 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
Blenders or,
together with its successors and assigns,  the Holders) whose principal
place ok
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.
----------
(1)  Replaced by Exhibit A-1, Third Amendment (2/29/96)




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

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


                              MONUMENT MORTGAGE, INC.,
                              a California corporation


                              By:
                                -----------------------------------------
                              Its:
                                -----------------------------------------



STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )


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

         WITNESS my hand and official seal.



                                   ----------------------------------------
-
                                   Notary Public
                                   My Commission Expires:
(SEAL)


<PAGE>


                                                             EXHIBIT A-2(1)


                            SUBLIMIT PROMISSORY NOTE

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


     FOR VALUE RECEIVED, the undersigned,  MONUMENT MORTGAGE, INC., a
California
corporation, (herein called the "Compaq), hereby promises to pay to the
order of
RESIDENTIAL  FUNDING  CORPORATION,  a Delaware  corporation  (the  "Lender"
or,
together  with Arts  successors  and  assigns,  the  "Holder")  whose
principal
place/of  business  in 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 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 find charges due
under the
Agreement, at the rate and at the times set forth in the Agreement. All
payments
hereunder  shall be made id 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  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.
----------
(1)  Replaced by Third Amendment (2/29/96) - Exhibit A-2.




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

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


                              MONUMENT MORTGAGE, INC.,
                              a California corporation


                              By:
                                -------------------------------------------
-
                              Its:
                                -------------------------------------------
-


STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )


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

     WITNESS my hand and official seal.



                              --------------------------------------------
                              Notary Public
                              My Commission Expires:
(SEAL)




<PAGE>


                                                                 EXHIBIT A-
3(1)

                         WORKING CAPITAL PROMISSORY NOTE

$1,000,000                                                 Date: March ___,
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  Blenders
or,
together with its successors and assigns,  the "Holder") whose principal
placer
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 n )
dated the
date hereof  between  the Company and the Lender,  as the same may be
amended or
supplemented  from time to time,  and isle  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.

----------
(1)  Replaced by Third Amendment (2/29/96) - Exhibit A-3.




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

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


                              MONUMENT MORTGAGE, INC.,
                              a California corporation


                              By:
                                ----------------------------------------
                              Its:
                                ----------------------------------------


STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )


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

     WITNESS my hand and official seal.



                                   ----------------------------------------
                                   Notary Public
                                   My Commission Expires
(SEAL)




<PAGE>



EXHIBIT A-4

                            TERM LOAN PROMISSORY NOTE

$1,000,000                                                Date: March ___,
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 WITLESS  WHEREOF,  the Company has executed  this Note as of the
day and
year first above written.


                              MONUMENT MORTGAGE, INC.,
                              a California corporation


                              By:
                                 -----------------------------------------
                              Its:
                                 -----------------------------------------


STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )


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

     WITNESS my hand and official seal.



                                   ----------------------------------------
--
                                   Notary Public
                                   My Commission Expires:
(SEAL)




<PAGE>


EXHIBIT B-1

                                    GUARANTY


     THIS GUARANTY, made and entered into as of 02nd day of Larch 1995, by
JAMES
W. NOACK (the  "Guarantors),  to  RESIDENTIAL  FUNDING  CORPORATION,  a
Delaware
corporation (the "Lenders),  having its principal office at 8400 Normandale
Lake
Blvd., Suite 600, Minneapolis, Minnesota 55437.

                                    RECITALS

     A.   MONUMENT MORTGAGE, INC., a California corporation (the
"Company"), and
          the Lender  have  agreed  that the Lender  will extend (i) a
warehouse
          facility in the principal amount of Ten Million Dollars
($10,000,000),
          (ii) a term loan  facility  in the  principal  amount  of One
Million
          Dollars  ($1,000,000),  and (iii) a working  capital  facility
in the
          principal amount of One Million Dollars  ($1,000,000),  to the
Company
          (collectively,  the "Loans),  to finance the making and
purchasing of
          Mortgage Loans.

     B.   The Loan is  evidenced  by a  Warehousing  Promissory  Note, a
Working
          Capital  Promissory Note and a Term Loan Promissory Note dated of
even
          date  herewith  from the  Company  to the  Lender,  as the same
may be
          amended,  supplemented  or  otherwise  modified  from  time  to
time,
          including  any other  instruments  executed and  delivered in
renewal,
          extension,   rearrangement   or  otherwise  in   replacement  of
such
          Promissory  Notes  (the  "Notes")  and  by a  Warehousing  Credit
and
          Security Agreement of even date herewith,  as the same may be
amended,
          supplemented  or otherwise  modified from time to time,
including any
          other  instruments  executed  and  delivered  in  renewal,
extension,
          rearrangement  or  otherwise in  replacement  of such  agreement
(the
          "Agreement").

     C.   The Guarantor is a shareholder and the Executive Vice President
of the
          Company and will derive benefit from the Loan.

     D.   As a condition to making the Loan,  the Lender has  required
that the
          Guarantor  execute and deliver this  Guaranty.  In order to
induce the
          Lender to make  Warehousing  Advances,  Term Loan Advances and
Working
          Capital Advances under the Agreement,  and to accept the Notes
and the
          Agreement, the Guarantor has agreed to give this Guaranty.

     E.   The Lender has refused to make Warehousing  Advances,  Working
Capital
          Advances  and Term Loan  Advances  under  the  Agreement  unless
this
          Guaranty is executed by the Guarantor and delivered to Lender.

                                    AGREEMENT

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

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

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

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

     4. For the purposes of this  Guaranty and  notwithstanding  anything
to the
contrary  contained  herein  or in any of the Loan  Documents,  the
Guarantor's
liability for payment of the Guaranteed  Debt shall be limited to the sum
of (a)
Five  Million  Dollars  ($5,000,000),  (b) interest on such amount from the
date
demanded  until  the date  paid at the  highest  rate  applicable  to any
of the
Guaranteed  Obligations  under the  Agreement,  and (c) all  costs and
expenses
incurred by the Lender (including  reasonable attorneys' fees) in enforcing
this
Guaranty,  which amount may be comprised of any portion of the Guaranteed
Debt,
to be determined at the sole discretion of the Lender.

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

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

     7. The Guarantor does hereby (a) agree to any modifications of any
terms or
conditions of any  Guaranteed  Debt and/or to any extensions or renewals of
time
of  payment  or  performance  by the  Company;  (b)  agree  that it shall
not be
necessary for the Lender to resort to legal remedies  against the Company
before
proceeding hereunder,  nor to take any action against any other Person
obligated
(an "Obligor") for payment or performance of the Guaranteed  Debt or
against any
collateral for the Guaranteed Debt before proceeding against the Guarantor;
(c)
agree that no release of the Company or any other  guarantor  or Obligor,
or of
any collateral for the  Guaranteed  Debt,  whether by operation of law or
by any
act of the Lender,  with or without notice to the  Guarantor,  shall
release the
Guarantor;  and (d)  waive  notice of  demand,  dishonor,  notice  of
dishonor,
protest,  and notice of protest and waive,  to the extent  permitted by
law, all
benefit of valuation,  appraisement,  and exemptions under the laws of the
State
of Minnesota or any other state or territory of the United States.

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

     9.  The  Lender  shall  have  the  right to  determine  how,  when and
what
application of payments and credits, if any, whether derived from the
Company or
from any  other  source,  shall  be made on the  Guaranteed  Debt and any
other
indebtedness owed by the Company and/or any other Obligor to the Lender.

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

     11. The Guarantor hereby  irrevocably waives any claim or other rights
that
he may now or  hereafter  acquire  against  the  Company  that  arises
from the
existence,  payment,  performance or  enforcement of the Guarantors
obligations
hereunder,  including any right of  subrogation,  reimbursement,
exoneration or
indemnification,  any right to  participate in any claim or remedy of the
Lender
against  the  Company or any  collateral  that the  Lender now has or
hereafter
acquires,  whether or not such claim,  remedy or right arises in equity or
under
contract, statute or common law, including the right to take or receive
from the
Company  directly or  indirectly,  in cash or other property or by set-off
or in
any manner,  payment or security on account of such claim or other rights,
until
the  Guaranteed  Debt shall have been paid and  performed in full. If any
amount
shall be paid to the  Guarantor  in violation of the  preceding  sentence,
such
amount  shall be deemed to have been paid to the  Guarantor  for the
benefit of,
and held in trust for,  the Lender and shall  forthwith be paid to the
Lender to
be credited and applied to the Guaranteed  Debt,  whether  matured or
unmatured.
The Guarantor hereby specifically acknowledges that any subrogation rights
which
he may have  against  the Company or any  collateral  that the Lender now
has or
hereafter  acquires  may  be  destroyed  by a  nonjudicial  foreclosure  of
the
collateral.  This may give the  Guarantor  a defense  to a  deficiency
judgment
against the Guarantor. The Guarantor hereby irrevocably waives such
defense. The
Guarantor  acknowledges  that he will receive direct and indirect  benefits
from
the  arrangements  contemplated  by the  Agreement  and the  Notes  and
that the
waivers set forth in this Section are knowingly  made in  contemplation  of
such
benefits.

     12. The  Guarantor  waives any and all  benefits  available to
sureties and
creditors  which might  otherwise be available to the  Guarantor  under
Section
2809,  2810, 2819, 2822, 2839, 2845, 2849, 2850, 2899 and 3433 of the
California
Civil Code, as amended or recodified  from time to time,  and the benefit
of any
statute of limitations affecting the liability of the Guarantor hereunder
or the
enforcement  hereof,  including,  without  limitation  any rights  arising
under
Section  359.5  of the  California  Code  of  Civil  Procedure,  as
amended  or
recodified from time to time.  Additionally,  the Guarantor  waives the
right to
require  the  Lender  to  comply  with the  provisions  of  Section  9504
of the
California Commercial Code, as amended or recodified from time to time.

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

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

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

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

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

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

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

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

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

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

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

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

     18. The promises and agreements  herein and in any other  guaranties
of the
Agreement  and the Notes shall be construed to be and are hereby  declared
to be
joint and several in each and every  particular  and shall be fully binding
upon
and enforceable  against any or all of such parties or persons
guaranteeing the
Agreement and the Notes herein or in a separate guaranty,  and neither the
death
nor the release of any person or party to this Guaranty or any other
guaranties
of the  Agreement  and the Notes  shall  affect or release the joint and
several
liability of any other person or party to this Guaranty or any other
guaranties
of the Agreement and the Notes.

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

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

          (a)  If  to  the  Guarantor,   addressed  to  the  address
indicated
     immediately following the Guarantors signature; and

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

Such  addresses may be changed from time to time by written  notice to the
other
parties  given in the same  manner.  Any  matter so  served  upon or sent
to the
Guarantor  or the Lender in the manner  aforesaid  shall be deemed
sufficiently
given for all purposes  hereunder  (i) upon  personal  delivery,  if
personally
delivered,  (ii) on the date following delivery to the courier service,  if
sent
by courier service,  (iii) upon electronic  confirmation of receipt,  if
sent by
telecopier,  and (iv) on the date three (3) days following the date the
same was
deposited in a United  States Post Office,  if sent by  registered  or
certified
mail,  except that notices of changes of address  shall not be  effective
until
actual receipt.

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

     22. This Guaranty is intended as a final  expression  of this
agreement of
guaranty and is intended also as a complete and exclusive statement of the
terms
of this  agreement.  No course of prior  dealings  between the Guarantor
and the
Lender,  no usage of the  trade,  and no parole  or  extrinsic  evidence
of any
nature,  shall be used or be  relevant to  supplement,  explain,
contradict  or
modify the terms and/or provisions of this Guaranty.

     23. Time is of the essence hereof.

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

     25. This Guaranty shall  constitute  the entire  agreement of the
Guarantor
with respect to the subject  matter  hereof,  and no agreement or
understanding
entered into prior to the date hereof with respect to the subject  matter
hereof
shall be binding upon the Guarantor unless expressed herein.

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





                                       ------------------------------------
--
                                       JAMES W. NOACK

                                       Address:
                                             ------------------------------
---
                                        -----------------------------------
---
                                       Telephone No.:
                                                  -------------------------
---
                                       Telecopier No.:
                                                  -------------------------
---


STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )



     On  ___________________,  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)




<PAGE>



EXHIBIT B-2
                                    GUARANTY


     THIS GUARANTY, made and entered into an of 22nd day of March 1995, by
JAMES
A. UMPHRYES (the "Guarantor"),  to RESIDENTIAL FUNDING  CORPORATION,  a
Delaware
corporation (the "Lender"),  having its principal office at 8400 Normandale
Lake
Blvd., Suite 600, Minneapolis, Minnesota 55437.

                                    RECITALS

          A.   MONUMENT   MORTGAGE,   INC.,   a  California   corporation
(the
               aCompany.),  and the Lender  have  agreed  that the  Lender
will
               extend (i) a warehouse  facility in the  principal  amount
of Ten
               Million Dollars  ($10,000,000),  (ii) a term loan facility
in the
               principal amount of One Million Dollars ($1,000,000), and
(iii) a
               working capital  facility in the principal  amount of One
Million
               Dollars ($1,000,000), to the Company (collectively,  the
"Loan"),
               to finance the making and purchasing of Mortgage Loans.

          B.   The Loan is evidenced by a Warehousing Promissory Note, a
Working
               Capital  Promissory Note and a Term Loan Promissory Note
dated of
               even date  herewith  from the Company to the Lender,  as the
same
               may be amended,  supplemented or otherwise  modified from
time to
               time,  including any other instruments  executed and
delivered in
               renewal, extension,  rearrangement or otherwise in
replacement of
               such Promissory  Notes (the "Notesn) and by a Warehousing
Credit
               and Security Agreement of even date herewith,  as the same
may be
               amended,  supplemented  or otherwise  modified from time to
time,
               including  any  other  instruments   executed  and
delivered  in
               renewal, extension,  rearrangement or otherwise in
replacement of
               such agreement (the "Agreement") .

          C.   The Guarantor is a shareholder  and the Executive  Vice
President
               of the Company and will derive benefit from the Loan.

          D.   As a condition to making the Loan,  the Lender has required
that
               the  Guarantor  execute and deliver  this  Guaranty.  In
order to
               induce  the  Lender  to  make  Warehousing  Advances,  Term
Loan
               Advances and Working Capital Advances under the Agreement,
and to
               accept the Notes and the  Agreement,  the Guarantor has
agreed to
               give this Guaranty.

          E.   The Lender  has  refused to make  Warehousing  Advances,
Working
               Capital  Advances  and Term Loan  Advances  under  the
Agreement
               unless this  Guaranty is executed by the  Guarantor and
delivered
               to Lender.

         [PAGES 2 & 3 ARE MISSING FROM HARD COPY]

     of its assets or property; (e) any claim the Guarantor may have
against any
other Obligor, including any claim of contribution; (f) the release, in
whole or
in part,  of any other  guarantor  (if more than one),  the Company or any
other
Obligor;  (g) any other action or circumstance  which (with or without
notice to
or knowledge of the  Guarantor) may or might in any manner or to any extent
vary
the  risks  of the  Guarantor  hereunder  or  otherwise  constitute  a
legal  or
equitable  discharge or defense, it being understood and agreed by the
Guarantor
that the obligations  under this Guaranty shall not be discharged  except
by the
full payment and performance of the Guaranteed Debt.

     9.  The  Lender  shall  have  the  right to  determine  how,  when and
what
application of payments and credits, if any, whether derived from the
Company or
from any  other  source,  shall  be made on the  Guaranteed  Debt and any
other
indebtedness owed by the Company and/or any other Obligor to the Lender.

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

     11. The Guarantor hereby  irrevocably waives any claim or other rights
that
he may now or  hereafter  acquire  against  the  Company  that  arises
from the
existence,  payment,  performance or  enforcement of the Guarantors
obligations
hereunder,  including any right of  subrogation,  reimbursement,
exoneration or
indemnification,  any right to  participate in any claim or remedy of the
Lender
against  the  Company or any  collateral  that the  Lender now has or
hereafter
acquires,  whether or not such claim,  remedy or right arises in equity or
under
contract, statute or common lad, including the right to take or receive
from the
Company  directly or  indirectly,  in cash or other property or by set-off
or in
any manner,  payment or security on account of such claim or other rights,
until
the  Guaranteed  Debt shall have been paid and  performed in full. If any
amount
shall be paid to the  Guarantor  in violation of the  preceding  sentence,
such
amount  shall be deemed to have been paid to the  Guarantor  for the
benefit of,
and held in trust for,  the Lender and shall  forthwith be paid to the
Lender to
be credited and applied to the Guaranteed  Debt,  whether  matured or
unmatured.
The Guarantor hereby specifically acknowledges that any subrogation rights
which
he may have  against  the Company or any  collateral  that the Lender now
has or
hereafter  acquires  may  be  destroyed  by a  nonjudicial  foreclosure  of
the
collateral.  This may give the  Guarantor  a defense  to a  deficiency
judgment
against the Guarantor. The Guarantor hereby irrevocably waives such
defense. The
Guarantor  acknowledges  that he will receive direct and indirect  benefits
from
the  arrangements  contemplated  by the  Agreement  and the  Notes  and
that the
waivers set forth in this Section are knowingly  made in  contemplation  of
such
benefits.

     12. The  Guarantor  waives any and all  benefits  available to
sureties and
creditors  which might  otherwise be available to the  Guarantor  under
Section
2809,  2810, 2819, 2822, 2839, 2845, 2849, 2850, 2899 and 3433 of the
California
Civil Code, as amended or remodified  from time to time,  and the benefit
of any
statute of limitations affecting the liability of the Guarantor hereunder
or the
enforcement  hereof,  including,  without  limitation  any rights  arising
under
Section  359.5  of the  California  Code  of  Civil  Procedure,  as
amended  or
recodified from time to time.  Additionally,  the Guarantor  waives the
right to
require  the  Lender  to  comply  with the  provisions  of  Section  9504
of the
California Commercial Code, as amended or recodified from time to time.

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

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

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

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

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

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

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

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

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

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

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

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

     18. The promises and agreements  herein and in any other  guaranties
of the
Agreement  and the Notes shall be construed to be and are hereby  declared
to be
joint and several in each and every  particular  and shall be fully binding
upon
and enforceable  against any or all of such parties or persons
guaranteeing the
Agreement and the Notes herein or in a separate guaranty,  and neither the
death
nor the release of any person or party to this Guaranty or any other
guaranties
of the  Agreement  and the Notes  shall  affect or release the joint and
several
liability of any other person or party to this Guaranty or any other
guaranties
of the Agreement and the Notes.

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

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

          (a)  If  to  the  Guarantor,   addressed  to  the  address
indicated
               immediately following the Guarantors signature; and

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

Such  addresses may be changed from time to time by written  notice to the
other
parties  given in the same  manner.  Any  matter so  served  upon or sent
to the
Guarantor  or the Lender in the manner  aforesaid  shall be deemed
sufficiently
given for all purposes  hereunder  (i) upon  personal  delivery,  if
personally
delivered,  (ii) on the date following delivery to the courier service,  if
sent
by courier service,  (iii) upon electronic  confirmation of receipt,  if
sent by
telecopier,  and (iv) on the date three (3) days following the date the
same was
deposited in a United  States Post Office,  if sent by  registered  or
certified
mail,  except that notices of changes of address  shall not be  effective
until
actual receipt.

     21. Any  indebtedness of the Company now or hereafter held by the
Guarantor
is hereby  subordinated to the  indebtedness  of the Company to the Lender,
and
such  indebtedness  of the  Company  to the  Guarantor  shall,  if the
Lender no
requests,  be  collected,  enforced and received by the Guarantor as
trustee for
the Lender and be paid over to the Lender on account of the  indebtedness
of the
Company to the  Lender,  but  without  reducing  or  limiting  in any
manner the
liability of the  Guarantor  under the other  provisions  of the  Guaranty.
The
Guarantor  acknowledges  that,  with  respect  to  the  indebtedness
guaranteed
hereunder,  the  Guarantor  has  irrevocably  waived all rights to
subrogation,
reimbursement, and/or indemnification against the Company.

     22. This Guaranty is intended as a final  expression  of this
agreement of
guaranty and is intended also as a complete and exclusive statement of the
terms
of this  agreement.  No course of prior  dealings  between the Guarantor
and the
Lender,  no usage of the  trade,  and no parole  or  extrinsic  evidence
of any
nature,  shall be used or be  relevant to  supplement,  explain,
contradict  or
modify the terms and/or provisions of this Guaranty.

     23. Time is of the essence hereof.

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

     25. This Guaranty shall  constitute  the entire  agreement of the
Guarantor
with respect to the subject  matter  hereof,  and no agreement or
understanding
entered into prior to the date hereof with respect to the subject  matter
hereof
shall be binding upon the Guarantor unless expressed herein.

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





                                   ----------------------------------------
--
                                   JAMES A. UMPHRYES

                                   Address:
                                        -----------------------------------
--
                                   ----------------------------------------
--
                                   Telephone No.:
                                                  -------------------------
--
                                   Telecopier No.:
                                                  -------------------------
--


STATE OF California                 )
                                    ) ss
COUNTY OF Contra Costa              )


     On  __________________,  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  executed  the  same
in his
authorized capacity,  and that by his signature on the instrument the
person, or
the entity upon behalf of which the person acted, executed the instrument.

     WITNESS my hand and official seal.



                                   ----------------------------------------
--
                                   Notary Public
                                   My Commission Expires:
(SEAL)




<PAGE>


                                                                 EXHIBIT C-
SF(1)
Mortgage Company: MONUMENT MORTGAGE, INC.

Mortgagor:                              Loan Number:
          -------------------------               -------------------------
--
          -------------------------
                                        Reviewed By:
                                                  -------------------------
--
Address:                                Warehouse Date:
        ---------------------------               -------------------------
--
        ---------------------------     Effective Date:
                                                  -------------------------
--
                                        Foreclosure Date:
                                                  -------------------------
--

Status: Rejected               Loan Type:    Conforming
                 ----------                           ---------------------
---
        Received                             Nonconforming        Alternet
                -----------                             -------         ---
---
        Repurchased                          VA            FHA
                -----------                   -----------     -------------
---
         Wet Settlement                      Fixed         Term
                  ---------                    ------------   -------------
---
         3rd Party                           ARM           Type
                                              ------------    -------------
--
             Originated                      Balloon       Type
                  ---------                    -----------    -------------
--

Mortgage Note Amount:                   Interest Rate:
                    ---------------                   ---------------------
--
Mortgage Note Date:                     Requested Warehouse Amt:
                    ---------------                            ------------
--


                                METHOD OF ADVANCE
( )      Wire Transfer
         Amount of Wire:                    Date of Wire:
         Credit Acct. No..                  Credit Acct. Name:
         ABA No.:                           Bank Name:
                                            City & State:
         Account to Debit:
         Ref:                Advise:              Phone:

                             REQUIRED DOCUMENTATION

Attached  please  find the  following  documents  in  connection  with the
above
request (Please check attached documents below):

Right
( )      Original and one copy of Mortgage Note
( )      Certified copy of Mortgage
( )      *Copy of Investor Purchase Commitment(or satisfactory evidence
thereof)
( )      *Copy of D -1 Settlement Statement or equivalent
         (Home Equity Loans and Title I Mortgage Loans only)
( )      *HUD 203(K) Maximum Mortgage Worksheet (203(k) Mortgage Loans
only)
----------
[FN]
(1)  Replaced in Third Amendment (2/29/96), Exhibit C-SF.
</FN>


Left
( )      *Request for Advance (original and one (1) copy)
( )      *Copy of settlement or funding check (if applicable)
( )      Recordable assignment of Mortgage
( )      Certified copies of interim assignments of Mortgage (if
applicable)
( )      *Bailee Pledge Agreement (only required for Wet Settlement
Advance)

     Please Note:  Items  designated  with the "*" are  required  prior to
a Wet
Settlement Advance.

Authorized Signature:


--------------------------------
---------------------------------------------------------------------------
----
                            FOR RFC INTERNAL USE ONLY


Repetitive Code:                            Date:


Wire Initiator's Initials:                  Wire Verifier's Initials:

---------------------------------------------------------------------------
----



<PAGE>


                                                                   EXHIBIT
C-TL

                            TERM LOAN ADVANCE REQUEST

Date:       , 19___


     Reference is made to that certain Warehousing Credit and Security
Agreement
between MONUMENT MORTGAGE,  INC., a California corporation (the "Company"),
and
RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (the "Lenders),
dated as
of March , 1995 (as the same may be amended, modified, supplemented,
renewed or
restated from time to time, the "Agreement").  All capitalized terms used
herein
and all Section numbers given herein refer to those terms and Sections set
forth
in the  Agreement.  This Term Loan  Advance  Request is  submitted to the
Lender
pursuant to Section 2.4(a) of the Agreement.

     The  undersigned  hereby  requests  a Term Loan  Advance  in the
aggregate
principal  amount  of  $  to  be  ------------------------   made  on  ,
19___.
-------------------

     The aggregate outstanding principal balances of the Mortgage Loans
serviced
pursuant  to FNMA  and  FHLMC  Servicing  Contracts  included  in the
Servicing
Collateral as of the date hereof is $ . The Servicing Collateral Value as
of the
date hereof is $ . The Company  represents and warrants that it has no
reason to
believe that such amounts are incorrect.  The aggregate principal amounts
of the
Term Loan Advances and the Working  Capital  Advances  outstanding  after
giving
effect to the Term Loan Advance  requested  hereby will not exceed the
Servicing
Collateral Value. The aggregate  principal amount of all Term Loan Advances
made
under the  Agreement,  after giving  effect to the Term Loan  Advance
requested
hereby will not exceed the Term Loan Commitment.

     The representations and warranties of the Company set forth in Section
5 of
the  Agreement  are true and correct in all  material  respects on and as
of the
date hereof as if made on and as of such date.

     No Event of Default has occurred and is continuing.

     Since the Statement Date,  there has been no material adverse change
in the
business,  financial  condition  or results of  operation of the Company
and its
Subsidiaries, taken as a whole.

                            MONUMENT MORTGAGE, INC.,
                            a Colorado corporation

                            By:
                              -----------------------------------------
                            Its:
                              -----------------------------------------
                            Title:
                              -----------------------------------------


<PAGE>


                                                                  EXHIBIT C-
WC

                         WORKING CAPITAL ADVANCE REQUEST


Date:


     Reference is made to that certain Warehousing Credit and Security
Agreement
between MONUMENT  MORTGAGE,  INC., a California  corporation (the
"Company") and
RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (the "Lender"),
dated as
of March ___, 1995 (as the same may be amended, modified, supplemented,
renewed
or restated from time to time,  the  "Agreement").  All  capitalized  terms
used
herein and all Section  numbers  given  herein refer to those terms and
Sections
set forth in the Agreement. This Working Capital Advance Request is
submitted to
the Lender pursuant to Section 2.6(a) of the Agreement.

     The undersigned  hereby requests a Working Capital Advance in the
aggregate
principal amount of  $_________________  to be made on  _______________,
199__.

     The aggregate outstanding principal balances of the Mortgage Loans
serviced
pursuant  to PNMA  and  FHLMC  Servicing  Contracts  included  in the
Servicing
Collateral as of the date hereof is $________________.  The Servicing
Collateral
Value as of the date hereof is  $________________.  The Company  represents
and
warrants that it has no reason to believe that such amounts are  incorrect.
The
aggregate  principal  amounts of the Working  Capital  Advances  and the
Working
Capital  Advances  outstanding  after  giving  effect to the Term  Loan
Advance
requested hereby will not exceed the Servicing  Collateral  Value. The
aggregate
principal amount of all Working Capital Advances made under the Agreement,
after
giving effect to the Working  Capital Advance  requested  hereby will not
exceed
the Working Capital Commitment.

     The representations and warranties of the Company set forth in Section
5 of
the  Agreement  are true and correct in all  material  respects on and as
of the
date hereof as if made on and as of such date.

     No Event of Default has occurred and is continuing.

     Since the Statement Date,  there has been no material adverse change
in the
business,  financial  condition  or results of  operation of the Company
and its
Subsidiaries, taken as a whole.



                            MONUMENT MORTGAGE, INC.,
                            a Colorado corporation

                            By:
                              ----------------------------------
                            Its:
                              ----------------------------------




<PAGE>


                                                              EXHIBIT D-
SF(1)


                  PROCEDURES AND DOCUMENTATION FOR WAREHOUSING
                          SINGLE-FAMILY MORTGAGE LOANS

     The following procedures and documentation requireme is must be
observed in
all respects by the Company.  All documented  must be satisfactory to the
Lender
in its sole discretion. Terms used below, which are not otherwise defined,
shall
have the  meanings  given them in the  Agreement.  The HUD,  FNMA and FHLMC
form
numbers  referred to herein are for  convenience  only and the Company
shall use
the  equivalent  forms required at the time of delivery of the Mortgage
Loans or
Mortgage-backed  Securities.  All Requests for Advance and Collateral
Documents,
should be  submitted  to the  Lender in a top  tabbed,  legal size  manila
file
folder, hole-punched and acco-fastened in the order specified in the
Request for
Advance. Each folder should be labelled with the mortgagor name(s), Company
loan
number and Company name. If a Wet  Settlement  Advance is being  requested,
the
Request for Advance and  required  Collateral  Documents  should be
submitted in
accordance  with the above  instructions.  The  remaining  Collateral
Documents
should be submitted with a cover letter  identifying  the mortgagor
name(s) and
Company loan number.

I.   Prior to making a Wet Settle  Cant  Advance,  the Lender  must
receive the
     following:

     (1)  Estimate of the amount of the  requested  Advance one (1)
Business Day
          prior to such Advance.

     (2)  Copy  of  settlement  or  funding  check  issued  to the
escrow/title
          company, if applicable.

     (3)  Original  Request for Advance  against  Single-Family  Mortgage
Loan,
          (Exhibit C-SF) and one (l) copy of same.

     (4)  Copy of the Purchase Commitment or satisfactory evidence thereof.

     (5)  Bailee Pledge Agreement (Exhibit M).

     (6)  A copy of the HUD-1 Settlement  Statement or equivalent  (Homer
Equity
          Mortgage Loans and Title I Mortgage Loans only).

The  following  must be received by the Lender  within five (5) Business
Days of
the date of the Wet Settlement Advance:

----------
(1)  Replaced in Third Amendment (2/29/96), Exhibit D-SF.




     (7)  Original signed Mortgage Note, endorsed by the Company in , blank
with
          corresponding  interim  endorsements,  if applicable,  and one
copy of
          same.

     (8)  Copy of the Mortgage certified true by the escrow/title company.

     (9)  Copies of all interim  assignments  of the Mortgage  certified
true by
          the escrow/title company (recorded or sent for recordation).
Mortgage
          Note must bear corresponding endorsements.

     (10) An  assignment  of the Mortgage to the Lender in  recordable
form but
          unrecorded.

II.  Prior to the making of an Advance  (other than a but  Settlement
Advance),
     the Lender must receive all of the Collateral Documents listed in
Section I
     above.

III. The Lender  exclusively shall deliver the Mortgage Notes and other
original
     Collateral Documents evidencing Pledged Mortgages or Pledged
Securities and
     related pool documents to the Investor or pool custodian,  unless
otherwise
     agreed in writing.

A.   The  following  procedures  are to be followed  for  deliveries  of
Pledged
     Mortgages:

     No later than one (1) Business Day prior to the requested shipment
date and
no later than one (1) Business Day prior to the expiration  date of the
purchase
Commitment, the Lender must receive the following:

     (1)  Signed shipping instructions for the delivery of the Pledged
Mortgages
          including the following:

          (a)  Name and address of the office of the  Investor to which the
lean
               documents  are to be shipped,  the desired  shipping date
and the
               preferred method of delivery;

          (b)  Instructions for endorsement of the Mortgage Note;

          (c)  Names of mortgagor(s), Mortgage Note Amounts of Pledged
Mortgages
               to be shipped and the Company's loan number; and

          (d)  Commitment number and expiration date of the Purchase
Commitment.

     (2)  For  deliveries of Pledged  Mortgages to FMMA for cash  purchase,
the
          following additional documents are required:

          (a)  Copy of Loan  Schedule  (FNMA  Form  1068 or  1069)  showing
the
               Lender's  designated  FNMA payee code as / recipient  of the
loan
               purchase proceeds.

     (3)  For deliveries of Pledged  Mortgages to FHLMC for cash  purchase,
the
          following additional documents are required:

          (a)  Original completed  Warehouse Lender Release of Security
Interest
               (FHLMC Form 996) to be executed  by the Lender,  designating
the
               Lender as the  Warehouse  Lender and showing the Cash
Collateral
               Account  designated  by the Lender as the  receiving
account for
               loan purchase proceeds.

          (b)  Copy  of  Wire  Transfer  Authorization  for  Al  Cash
Warehouse
               Delivery  (FHLMC  Form  987),   designating  the  Lender  as
the
               Warehouse   Lender  and  shoring  the  Cash  Collateral
Account
               designated  by the  Lender  as the  receiving  account  for
loan
               purchase proceeds.

B.       In the event Pledged Mortgages are delivered to a pool custodian,
other
         than an Approved Custodian,  payment of the related Advance is
required
         within two (2) Business Days of shipment.

The following  procedures are to be followed for deliveries of Pledged
Mortgages
to Approved Custodian:

No later than one (1) Business Day prior to the  requested  shipment date
and no
later than one (1) Business Day prior to required  delivery date to the
Approved
Custodian, the lender must receive the following:

     (1)  Signed shipping instructions for the delivery of the Pledged
Mortgages
          to the approved Custodian including the following:

          (a)  Name and address/of the office of the Approved Custodian to
which
               the loan documents are to be shipped,  the desired  shipping
date
               and the preferred method of delivery;

          (b)  Instructions for endorsement of the Mortgage Note;

          (c)  Names of Mortgagor and Mortgage Note Amounts of Pledged
Mortgages
               to be shipped; and

          (d)  Commitment number and expiration date of the Purchase
Commitment
               for the Pledged Securities.

     (2)  For FNMA Mortgage-backed Securities issuance, the following
additional
          documents are required:

          (a)  Copy of Schedule of Mortgages (FNMA Form 2005 or 2025).

          (b)  Copy of Delivery  Schedule (FNMA Form 2014),  instructing
FNMA to
               issue the  Mortgage-backed  Securities in the name of the
Company
               with the Lender as pledges  and to  deliver  the  Mortgage-
backed
               Securities  to the Lender's  custody  account at Chemical
Bank NY
               (CHEMICAL   NYC/GEOCUST/MR9229490)   and  bearing  the
following
               instructions:  "These instructions may not be changed
without the
               prior written consent of Residential Funding Corporation,
Preston
               A. Lyvers,  Vice President or Michele  Troughton,  Assistant
Vice
               President."

     (3)  For  FHLMC   Mortgage-backed   Securities   issuance,   the
following
          additional documents are required:

          (a)  Copy of Settlement  Information and Delivery Authorization
(FHLMC
               Form 939),  designating  ,the Lender as the Warehouse
Lender and
               instructing  FHLMC to deliver the  Mortgage-backed
Securities to
               the  Lender's  custody  account  at  Chemical  Tank NY
(CHEMICAL
               NYC/GEOCUST/MR9229490).

          (b)  Original  Warehouse  Lender Release of Security  Interest
(FHLMC
               Form 996) to be executed by the Lender, designating the
Lender as
               the  Warehouse  Lender  and  instructing  FHLMC  to  deliver
the
               Mortgage-backed  Securities  to the Lender's  custody
account at
               Chemical Bank NY (CHEMICAL NYC/GEOCUST/MR9229490).

     (4)  For GNMA Mortgage-backed Securities issuance, the following
additional
          documents are required:

          (a)  Signed original Schedule of Mortgages (HUD Form 11706).

          (b)  Signed  original   Schedule  of  Subscribers   (HUD  Form
11705)
               instructing GNMA to issue the  Mortgage-backed  Securities
in the
               name of the Company and  designating  Chemical  Bank as
Agent for
               the  Lender  as the  subscriber,  using the  following
language:
               CHEMICAL BANK AS AGENT FOR  RESIDENTIAL  FUNDING
CORPORATION SEG
               ACCT MANUF/CUST/MR9229490).  The following instructions must
also
               be included on the form:  "These  instructions may not be
changed
               without  the  prior  written   consent  of  Residential
Funding
               Corporation,   Preston  A.  Lyvers,  Vice  President  or
Michele
               Troughton, Assistant Vice President."

          (c)  Completed original Release of Security Interest (HUD Form
11711A)
               to be executed by the Lender.

     (5)  No later than two (2) Business Days prior to the  Settlement
Date for
          the  Mortgage-backed   Securities,  the  Lender  must  receive
signed
          Securities Delivery Instructions form attached hereto as Schedule
I.

     Upon  instruction by the Company,  the Lender will complete the
endorsement
of the  Mortgage  Note and make  arrangements  for the  delivery of the
original
Collateral  Documents  evidencing  Pledged  Mortgages or Pledged
Securities and
related  original  pool  documents  with the  appropriate  bailee  letter
to the
Investor,   Approved  Custodian,  or  other  pool  custodian.  Upon
receipt  of
Mortgage-backed   Securities,   the  Lender  will  cause  such   Mortgage-
backed
Securities,   to  be  delivered  to  the  Investor  which  issued  the
Purchase
Commitment.  Mortgage-backed  Securities  will be released to the Investor
only
upon payment of the purchase  proceeds to the Lender.  Cash proceeds of
sales of
Pledged  Mortgages and Pledged  Securities  shall be applied to related
Advances
outstanding under the Commitment.  Provided no Default exists,  the Lender
shall
return any excess  proceeds  of the sale of  Mortgage  Loans or  Mortgage-
backed
Securities to the Company, unless otherwise instructed in writing.



<PAGE>


                                                                    EXHIBIT
D-TL

                     PROCEDURES AND DOCUMENTATION FOR RATING
                                TERM LOAN DEVICES


     The following procedures and documentation requirements must be
observed in
all respects by the Company. All documents must be satisfactory to the
Lender in
its sole discretion.  Terms used below, which are not otherwise  defined,
shall
have the meanings given them in the Warehousing  Credit and Security
Agreement,
as amended, modified or renewed from time to time.

At least five (5) days prior to the date of the  requested  Advance,  the
Lender
must receive the following:

     (1)  An original  Term Loan  Advance  Request  (Exhibit  C-TL) signed
by an
          authorized officer of the Company.

     (2)  A summary of the Servicing Contracts to be acquired as follows:

          (a)  By investor:

               (i)  Unpaid Principal Balance

               (ii) Weighted Average Coupon

               (iii) Weighted Average Servicing Fee

               (iv) 60 days or more delinquency rate

               (v)  Foreclosure Rate

               (vi) Bankruptcy Rate

          (b)  Total Geographic Breakdown

     (3)  A post  acquisition  pro  forma  profile  of the  Company's
Servicing
          Portfolio as follows:

          (a)  By investor:

               (i)  Unpaid Principal Balance

               (ii) Weighted Average Coupon

               (iii) Weighted Average Servicing Fee

               (iv) 60 days or more delinquency rate

               (v)  Foreclosure Rate

               (vi) Bankruptcy Rate

          (b)  Total Geographic Breakdown

     (4)  Copies of the final,  executed  agreements,  documents and
instruments
          pursuant  to  which  such  Servicing   Acquisition   will  occur
(the
          "Acquisition Documents").

     (5)  Any consents to its security  interest in the  Acquisition
Documents,
          the rights of the company thereunder and the Servicing Contracts
to be
          acquired  that the  Lender,  in its  discretion,  deems
necessary  or
          appropriate.

     (6)  Such UCC Financing statements or amendments as the Lender, in its
sole
          discretion,  may request to perfect or continue the  perfection
of its
          security interest.

     (7)  Evidence  satisfactory to the Lender that the Company has
received all
          consents from and provided all notices to FNMA,  FHLMC, GMMA and
other
          governmental agencies required for the Company to assume the
Servicing
          Contracts  to be acquired  and to  continue  its  business  after
such
          Servicing Acquisition.

     (8)  Such UCC, tax lien and  judgment  searches in the  appropriate
public
          records for the seller(s) in such Servicing  Acquisition,  which
shall
          not have  disclosed  the  existence of any prior Lien on the
Servicing
          Contracts to be acquired by the Company.

     (9)  A letter of direction  from the Company to the Lender,  directing
the
          Lender  to  disburse  the  proceeds  of such Term  Loan  Advances
and
          additional  funds to be in the possession of the Funding Bank
directly
          to  the  seller(s)  in  such  Servicing   Acquisition,   and
evidence
          satisfactory  to the Lenders that such Term Loan Advances and any
such
          additional  funds will be sufficient to pay the purchase price in
such
          Servicing Acquisition in full.

     (10) Such  further  documents,  instruments,   opinions,  certificates
and
          evidence as the Lender may reasonably request.