TENTH AMENDMENT TO
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT


     THIS TENTH  AMENDMENT TO WAREHOUSING  CREDIT AND SECURITY  AGREEMENT
(this
"Amendment")  is entered into as of this 15th day of April,  1998 by and
between
MONUMENT   MORTGAGE,   INC.,  a  California   corporation  (the  "Company")
and
RESIDENTIAL FUNDING CORPORATION, a Delaware corporation (the "Lender").

     WHEREAS,  the  Company  and the Lender have  entered  into a single
family
revolving warehouse facility with a present Warehousing Commitment Amount
of Ten
Million  Dollars  ($10,000,000),  temporarily  increased to  Fifty-Five
Million
Dollars  ($55,000,000),  to finance the  origination and acquisition of
Mortgage
Loans as evidenced by a Second Amended and Restated Warehousing  Promissory
Note
in the principal sum of Fifty-Five Million Dollars ($55,000,000), dated
February
23, 1998, (the "Warehousing  Promissory  Note"), and by a Warehousing
Credit and
Security  Agreement  dated March 22, 1995,  as the same may have been
amended or
supplemented (the "Warehousing Agreement");

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

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

     WHEREAS,  the Company has  requested  the Lender to amend the
Agreement to
allow for a special servicing acquisition facility, and the Lender has
agreed to
such  amendment of the  Agreement  subject to the terms and  conditions  of
this
Amendment;

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

     1. All capitalized  terms used herein and not otherwise  defined shall
have
their respective meanings set forth in the Agreement.
     2. The effective date  ("Effective  Date") of this Amendment shall be
April
22, 1998.

     3. Section 1.1 of the  Agreement  shall be amended by adding the
following
definitions in the appropriate alphabetical order:

                  "Acquisition   Cost"  means,   with  respect  to  any
Special
         Servicing Contract on any date of determination,  the percentage
of the
         outstanding principal balance of the Mortgage Loans serviced
thereunder
         used  in  calculating  the  purchase  price  in the  Special
Servicing
         Acquisition  in which such Special  Servicing  Contract  was
purchased
         multiplied by the outstanding  principal balance of such Mortgage
Loans
         as of the date of determination.

                  "Check  Disbursement  Account" means a demand deposit
account
         maintained at the Funding Bank in the name of the Company and
under the
         control of the Lender for the clearing of checks written by the
Company
         to fund Advances.

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

                  "Servicing Acquisition Advance Request" has the meaning
set
         forth in Section 2.15(a) hereof.

                  "Servicing Acquisition Collateral Value" means, as of the
date
         of  determination,  with  respect  to  all  of  the  Special
Servicing
         Contracts included in the Servicing Collateral or the Special
Servicing
         Contracts  being  acquired in any  Special  Servicing
Acquisition,  as
         applicable,  the lesser of (a) fifty percent  (50%) of the
Acquisition
         Cost of such Special Servicing Contracts or (b) one percent (1%)
of the
         outstanding  principal  balance of the Mortgage Loans serviced
pursuant
         to such Special  Servicing  Contracts;  provided,  that for
purposes of
         calculating the Servicing  Acquisition  Collateral Value, the
following
         Mortgage  Loans  shall be  excluded:  (i)  Mortgage  Loans
excluded in
         calculating the Adjusted  Servicing  Portfolio,  (ii) Mortgage
Loans in
         respect of which the Company has commenced foreclosure
proceedings, and
         (iii)  Mortgage Loans in respect of which any obligor is the
subject of
         a bankruptcy proceeding.

                  "Servicing Acquisition Commitment" has the meaning set
forth
         in Section 2.14 hereof.

                  "Servicing Acquisition Commitment Amount" means an amount
up
         to One Million Eight Hundred Seventy Thousand Dollars
($1,870,000).

                  "Servicing  Acquisition Commitment Fee" means a fee
payable by
         the Company in  consideration  of the Lenders issuance of the
Servicing
         Acquisition   Commitment  and  making  of  the  Servicing
Acquisition
         Advances.  The amount of the Servicing  Acquisition  Commitment
Fee, if
         any, is set forth in Section 2.17 hereof.

                  "Servicing  Acquisition  Maturity  Date" means the
earlier of:
         (a) the close of  business  on August  31,  1998,  and (b) the
date the
         Servicing  Acquisition  Advances  become due and  payable
pursuant  to
         Section 8.2 below.

                  "Servicing  Acquisition  Promissory Note" means the
promissory
         note  evidencing  the Company's  Obligations  with respect to
Servicing
         Acquisition Advances in the form of Exhibit A-5 attached hereto.

                  "Servicing Acquisition Rate" means a floating rate of
interest
         equal to five-eighths  percent (5/8%) per annum over the Base
Rate. The
         Servicing Acquisition Rate shall be adjusted on and as of the
effective
         date of each weekly change in the Base Rate. The Lender's
determination
         of the Servicing Acquisition Rate as of any date of determination
shall
         be conclusive and binding, absent manifest error.

                  "Special  Servicing  Acquisition" means a transaction in
which
         the Company  acquires Special  Servicing  Contracts in bulk from
one or
         more Persons.

                  "Special  Servicing  Contracts" means FNMA and FHLMC
Servicing
         Contracts  covering Single Family Mortgage Loans with a balloon
feature
         acquired in a Special Servicing Acquisition.

                  "Special  Servicing  Purchase  Agreement"  means any
agreement
         pursuant to which the Company makes any Special Servicing
Acquisition.

                  "Wire  Disbursement  Account" means a demand  deposit
account
         maintained  at the  Funding  Bank  in the  name of the  Lender
for the
         clearing of wire transfers requested by the Company to fund
Advances.

     4.  Section 1.1 of the  Agreement is amended to delete the
definitions  of
"Advance,"  "Operating  Account,"  "Term Loan  Collateral  Value"  and
"Working
Capital  Collateral Value" in their entirety,  replacing them with the
following
definitions:

                  "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,
         Repurchase Advances, Term Loan Advances,  Service Acquisition
Advances,
         Working Capital Advances,  and readvances of funds previously
advanced
         to the Company and repaid to the Lender.

                  "Operating  Account" means a demand deposit account
maintained
         at the  Funding  Bank in the name of the  Company  and  designated
for
         funding  that  portion of each  Mortgage  Loan not funded by an
Advance
         made against such Mortgage  Loan and for  returning any excess
payment
         from an Investor for a Pledged Mortgage or Pledged Security.

                  "Term  Loan  Collateral   Value"  means  as  of  the
date  of
         determination,  the lesser of: (a)  seventy  percent  (70%) of the
most
         recent  Appraised  Value of the FNMA  Servicing  Contracts that
are not
         Special Servicing  Contracts included in the Servicing
Collateral,  or
         (b)  one  percent  (1%) of the  outstanding  principal  balance
of the
         Mortgage Loans serviced  pursuant to FNMA Servicing  Contracts
that are
         not Special Servicing  Contracts included in the Servicing
Collateral;
         Provided,  that for purposes of  calculating  the Term Loan
Collateral
         Value,  the following  Mortgage  Loans shall be excluded:  (i)
Mortgage
         Loans excluded in calculating the Adjusted  Servicing  Portfolio,
(ii)
         Mortgage   Loans  in  respect  of  which  the  Company  has
commenced
         foreclosure  proceedings,  and (iii) Mortgage Loans in respect of
which
         any obligor is the subject of a bankruptcy proceeding.

                  "Working  Capital  Collateral  Value"  means as of the
date of
         determination,  the lesser of: (a)  seventy  percent  (70%) of the
most
         recent  Appraised Value of the FHLMC  Servicing  Contracts that
are not
         Special Servicing  Contracts included in the Servicing
Collateral,  or
         (b)  one  percent  (1%) of the  outstanding  principal  balance
of the
         Mortgage Loans serviced pursuant to FHLMC Servicing  Contracts
that are
         not Special Servicing  Contracts included in the Servicing
Collateral;
         provided,   that  for  purposes  of  calculating  the  Working
Capital
         Collateral Value, the following  Mortgage Loans shall be excluded:
(i)
         Mortgage  Loans  excluded  in   calculating   the  Adjusted
Servicing
         Portfolio,  (ii)  Mortgage  Loans in respect of which the  Company
has
         commenced foreclosure proceedings,  and (iii) Mortgage Loans in
respect
         of which any obliger is the subject of a bankruptcy proceeding.

     5.  Section  2.2(d) of the  Agreement  is deleted in its  entirety
and the
following is substituted in lieu thereof:

                  2.2(d) The Company shall hold in trust for the Lender,
and the
         Company  shall deliver to the Lender  promptly upon request,  or
if the
         recorded  Collateral  Documents  have  not yet been  returned
from the
         recording  office,  immediately  upon  receipt  by the  Company of
such
         recorded  Collateral  Documents,  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 or Exhibit D-REP,  (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.

     6.  Section  2.6(c) of the  Agreement  is deleted in its  entirety
and the
following is substituted in lieu thereof:

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

     7.  Section  2.7 of the  Agreement  is  deleted  in its  entirety  and
the
following is substituted in lieu thereof:

                  2.7 Notes.  The Company's  Obligations  in respect of
Ordinary
         Warehousing  Advances,  Nonconforming  Advances,  Home Equity
Advances,
         Second Mortgage Advances and Repurchase  Advances shall be
evidenced by
         a Warehousing  Promissory Note of the Company substantially in the
form
         of Exhibit A-1 attached to the Ninth Amendment to this  Agreement.
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  to  the
Third
         Amendment to this  Agreement.  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 form of Exhibit A-4  attached
to the
         Agreement.   The   Company's   Obligations   in  respect  of
Servicing
         Acquisition  Advances  shall be  evidenced  by a Servicing
Acquisition
         Promissory Note of the Company substantially in the form of
Exhibit A-5
         attached to the Tenth  Amendment  to this  Agreement.  The
Warehousing
         Promissory  Note, the Working  Capital  Promissory  Note, the Term
Loan
         Promissory  Note  and the  Servicing  Acquisition  Promissory
Note are
         collectively  referred  to  as  the  "Notes".  The  terms
"Warehousing
         Promissory  Note,"  "Working  Capital   Promissory  Note,"  "Term
Loan
         Promissory Note," "Servicing Acquisition 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.

     8. Sections  2.8(e),  (f), (g) and (h) of the  Agreement are
renumbered as
Sections 2.8(f), (g), (h) and (i) and the following is added as Section
2.8(e):

                  2.8(e)  Prior to the  occurrence  of an Event of Default,
the
         unpaid  amount  of  each  Servicing   Acquisition  Advance  shall
bear
         interest,  from the date of such  Advance,  until paid in full,
at the
         Servicing Acquisition Rate.

     9. Section 2.8(i) of the Agreement shall be deleted in its entirety
and the
following shall be substituted in lieu thereof:

                  2.8(i) Upon Notice to the Company,  after the  occurrence
and
         during the  continuation  of an Event of Default,  the unpaid
amount of
         each Advance shall bear interest until paid in full at a per annum
rate
         of interest (the  "Default  Rate") equal to four percent (4%) in
excess
         of the rate of interest  otherwise  applicable to such Advance
pursuant
         to any  other  subsection  of  this  Section  2.8  or,  if no
rate  is
         applicable,  the  highest  rate  then  applicable  to  any
outstanding
         Advances.

     10.  Sections  2.s(d),  (e),  (I),  (g),  (h), (i), (j), (k) and (1)
of the
Agreement are renumbered as Sections  2.9(e),  (f), (g), (h), (i), (j),
(k), (1)
and (m) and the following is added as Section 2.9(d):

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

     11.  Section  2.9(h) of the  Agreement  is deleted in its  entirety
and the
following is substituted in lieu thereof:

                  2.9(h) Upon  Notice to the Company by the Lender,  the
Company
         shall pay to the Lender, and the Company authorizes the Lender to
cause
         the Funding  Bank to charge the  Company's  Operating  Account
for, the
         amount of any outstanding  Advance against a specific  Pledged
Mortgage
         upon the earliest occurrence of any of the following events:

     12.  Sections  2.9(j) and  2.9(j)(1) of the  Agreement are deleted in
their
entirety and the following are substituted in lieu thereof:

                  2.9(j)  In  addition  to the  payments  required
pursuant  to
         Sections  2.9(g) and 2.9(h),  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 Operating Account for, the following
amounts in
         respect of outstanding Advances in the following circumstances:

                           (1) If at any  time  (1)  the  aggregate
outstanding
                  principal  balance of all Term Loan  Advances is greater
than
                  the Term Loan Collateral Value plus the Excess Working
Capital
                  Value, (2) the aggregate  outstanding principal balance
of all
                  Working  Capital  Advances is greater than the Working
Capital
                  Collateral Value, or (3) the aggregate  outstanding
principal
                  balance of all Servicing  Acquisition Advances is greater
than
                  the Servicing Acquisition  Collateral Value, the Company
shall
                  prepay the  outstanding  Term Loan Advances,  the
outstanding
                  Working  Capital   Advances  or  the   outstanding
Servicing
                  Acquisition Advances, as required to eliminate such
excess.

     13.  Section  2.9(m) of the  Agreement  is deleted in its  entirety
and the
following is substituted  in lieu thereof:  2.9(m) 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's 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  Operating  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.

     14.  Section  2.10 of the  Agreement  is  deleted in its  entirety
and the
following is substituted in lieu thereof:

                  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,  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,
         and the Servicing Acquisition  Commitment shall expire of its own
term,
         and without  the  necessity  of action by the  Lender,  at the
close of
         business on the Servicing Acquisition Maturity Date.

     15.  Article 2 of the Agreement is amended by  renumbering  Sections
2.16,
2.17 and 2.18 as Sections 2.19, 2,20 and 2.21 and adding the following
Sections
2.16, 2.17 and 2.18 immediately after Section 2.15:

         2.16     Servicing Acquisition Loan Commitment.

                  2.16(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
         April 15, 1998, to and including  the  Servicing  Acquisition
Maturity
         Date to make Servicing  Acquisition  Advances to the Company,
provided
         the  aggregate  principal  amount  of all  such  Servicing
Acquisition
         Advances shall not exceed the Servicing Acquisition  Commitment
Amount.
         The  obligation of the Lender to make  Servicing  Acquisition
Advances
         hereunder up to such limit is hereinafter referred to as the
"Servicing
         Acquisition Loan Commitment." All Servicing  Acquisition Advances
under
         this  Agreement  shall  constitute  a  single  indebtedness,   and
the
         Collateral shall be security for the Servicing  Acquisition
Promissory
         Note and for the payment and performance of all other Obligations.

                  2.16(b)  Servicing  Acquisition  Advances shall be used
by the
         Company  solely  for  the  purposes  of  financing   Special
Servicing
         Acquisitions.  Servicing  Acquisition  Advances  shall  be  made
at the
         request of the Company,  in the manner hereinafter  provided in
Section
         2.17 hereof.

                  2.16(c) No  Servicing  Acquisition  Advance  shall
exceed the
         lesser  of  Servicing  Acquisition  Collateral  Value  of  the
Special
         Servicing   Contracts   being   acquired  in  such  Special
Servicing
         Acquisition.

         2.17     Procedures for Obtaining Servicing Acquisition Advances.

                  2.17(a) The Company may obtain a Servicing Acquisition
Advance
         hereunder,  subject to the  satisfaction of the conditions set
forth in
         Section 4.2 hereof,  upon  compliance  with the procedures set
forth in
         this Section.  Requests for  Servicing  Acquisition  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  Servicing  Acquisition  Advance
hereunder,   a
         completed  and signed  request for a Servicing  Acquisition
Advance (a
         "Servicing  Acquisition  Advance  Request")  on the  then-current
form
         approved by Lender.  The current  form in use by Lender is Exhibit
C-SA
         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 hereof.

                  2.17(b) The Company  shall deliver the following to the
Lender
         five (5) Business Days prior to the date of each Servicing
Acquisition
         Advance:

                           (1)  Such   information  with  respect  to
Servicing
                  Contracts  being  acquired in the Servicing  Acquisition
to be
                  financed and the Mortgage Loans serviced  pursuant
thereto as
                  the Lender may reasonably request;

                           (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  each
Servicing
                  Acquisition Advance; and

                           (3) A search of the Uniform Commercial Code
financing
                  statements in the appropriate public records for the
seller in
                  such  Special  Servicing  Acquisition  which  shall  not
have
                  disclosed the  existence of any Lien on the Special
Servicing
                  Contracts being acquired.

                           (4) A letter of direction from the Company
directing
                  the  Lender  to  disburse  the  proceed"  of  such
Servicing
                  Acquisition  Advance  directly to the seller(s) in the
Special
                  Servicing Acquisition to be financed and evidence
satisfactory
                  to  the  Lender  that  such  Servicing   Acquisition
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 Special Servicing  Contracts to be
acquired
                  in such Special Servicing  Acquisition,  free and clear
of all
                  Liens (other than the Lender's security interest).

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

                  2.17(c) Before funding the Servicing  Acquisition
Advance, the
         Lender  shall  have five (5)  Business  Days to examine  the
documents
         delivered to it hereunder in connection  with the sale of the
Servicing
         Collateral,  and may  reject  such of them as are not
satisfactory  to
         Lender in its sole discretion.

                  2.17(d) To make a Servicing  Acquisition  Advance,  the
Lender
         shall  disburse  the amount  thereof in  accordance  with the
letter of
         direction  delivered  pursuant to Section 2.17(b)(4) upon
compliance by
         the Company with the terms of this Agreement.

                  2.18 Servicing Acquisition Commitment Fees. The Company
agrees
         to pay to the  Lender  a  Servicing  Acquisition  Commitment  Fee
in an
         amount equal to one-fifth  percent  (0.20~) per annum of the
Servicing
         Acquisition  Commitment  Amount.  On the  Effective  Date of the
Tenth
         Amendment  hereto,  the Company  shall pay the prorated  portion
of the
         quarterly Servicing Acquisition  Commitment Fee due from such
Effective
         Date to June 30, 1998. Thereafter, the Servicing Acquisition
Commitment
         Fee shall be payable  quarterly in advance,  beginning on July 1,
1998,
         and on the first day of each Calendar Quarter  thereafter.  The
Company
         shall not be  entitled to a  reduction  in the amount of the
Servicing
         Acquisition  Commitment  Fee in the  event  the  Servicing
Acquisition
         Commitment  Amount  is  reduced  or in the  event  that  the
Servicing
         Acquisition  Commitment  is terminated at the request of the
Company or
         the Servicing Acquisition Advances are prepaid by the Company or
become
         due and  payable  pursuant  to  Section  8.2  below.  If the
Servicing
         Acquisition  Commitment terminates at the request of the Company
or the
         Servicing Acquisition Advances are prepaid by the Company or
become due
         and payable  pursuant to Section 8.2 below,  the unpaid  balance
of the
         Servicing  Acquisition  Commitment Fee shall be due and payable in
full
         on the date of such termination.

     16. Section 2.19 of the Agreement  shall be deleted in its entirety
and the
following shall be substituted in lieu thereof:

                  2.19  Miscellaneous  Charges.  The Company agrees to
reimburse
         the  Lender  for  miscellaneous  charges  and  expenses
(collectively,
         "Miscellaneous  Charges")  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 incurred by or on
behalf
         of the Lender in connection with the handling and administration
of the
         Collateral.  For  the  purposes  hereof,  Miscellaneous  Charges
shall
         include,  but not be limited  to,  charges  for wire  transfers,
check
         processing  charges,  charges for security  delivery fees,
charges for
         overnight  delivery of Collateral to Investors,  Funding Bank's
service
         charges and Designated Bank 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.

     17.  Section  3.2(d) of the Agreement  shall be deleted in its
entirety and
the following shall be substituted in lieu thereof:

                  3.2(d)  The  Lender  shall  have  the  exclusive  right
to the
         possession of the Pledged  Securities or, if the Pledged
Securities are
         issued in book-entry form or issued in certificated  form and
delivered
         to a  clearing  corporation  (as such term is  defined  in the
Uniform
         Commercial Code of Minnesota) or its nominee, the Lender shall
have the
         right  to have  the  Pledged  Securities  registered  in the  name
of a
         securities  intermediary  (as  such  term  is  defined  in the
Uniform
         Commercial  Code of Minnesota) in an account  containing  only
customer
         securities  and credited to an account of the Lender.  The Lender
shall
         have the right to cause  delivery of the Pledged  Securities to be
made
         to the  Investor or the Pledged  Securities  credited to the
account 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 with
respect to
         Pledged  Securities issued in book entry form or issued in
certificated
         form and  delivered to a clearing  corporation,  pursuant to which
such
         Pledged  Securities  are  registered  in the  name  of  such
financial
         institution,  as agent or securities  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.

     18.  Section 9 of the Agreement  shall be amended to delete the
telecopier
number of the Lender set forth therein and substitute  telecopier  number
"(925)
935-6424" in lieu thereof and all  references in the Agreement to the
telecopier
number of the Lender shall be deemed to refer to the new telecopier number.

     19. Upon  execution  of this  Amendment,  the Company  agrees to pay
to the
Lender the pro rata  Servicing  Acquisition  Commitment  Fee for the time
period
from the Effective Date to and including June 30, 1998.

     20.  The  Servicing  Acquisition  Promissory  Note is  hereby  added
to the
Agreement, in the form of Exhibit A-5 attached to thin Amendment.

     21.  Exhibit  C-SA  attached  to this  Amendment  is  hereby  added
to the
Agreement.

     22. The Company  shall  deliver to the Lender (a) an  executed
original of
this Amendment; (b) an executed original of the Servicing Acquisition
Promissory
Note; (c) an executed Certificate of Secretary with corporate  resolutions;
(d)
the Servicing Acquisition  Commitment Fee for the period from the Effective
Date
hereof  through  June 30, 1998,  and (e) a Seven  Hundred  Fifty  Dollar
($750)
document production fee.

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

     24. Except as hereby expressly  modified,  the Agreement shall
otherwise be
unchanged  and shall remain in full force and effect,  and the Company
ratifies
and reaffirms all of its obligations thereunder.

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

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

                                   MONUMENT MORTGAGE, INC.,
                                   a California corporation


                                   By:______________________________

                                   Its:  President


                                   RESIDENTIAL FUNDING CORPORATION,
                                   a Delaware corporation


                                   By:______________________________
                                        D. GRAHAM SHIPMAN
                                   Its:  Director



STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

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

         WITNESS my hand and official seal.




                                      Notary Public
                                      My Commission Expires:
(SEAL)


STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On April 23, 1995, before me, a Notary Public,  personally
appeared D.
Graham Shipman,  the Director of RESIDENTIAL FUNDING  CORPORATION,  a
California
corporation,  personally  known  to  me  (or  proved  to  me  on  the
basis  of
satisfactory  evidence) to be the person whose name is  subscribed to the
within
instrument  and  acknowledged  to me that  he/she  executed  the same in
his/her
authorized capacity, and that by his/her signature on the instrument the
person,
or the entity upon behalf of which the person acted, executed the
instrument.

         WITNESS my hand and official seal.




                                    Notary Public
                                    My Commission Expires:
(SEAL)



<PAGE>


                              CONSENT OF GUARANTOR

     The  undersigned,  being the Guarantor  under the Guaranty dated as of
July
23,  1997,  hereby  consents to the  foregoing  Amendment  and the
transactions
contemplated thereby and hereby modifies and reaffirms his obligations
under his
Guaranty so as to include within the term  "Guaranteed  Debt" the
indebtedness,
obligations and  liabilities of the Company under this Amendment.  The
Guarantor
hereby  reaffirms  that his  obligations  under his  Guaranty  are
separate and
distinct  from the Company's  obligations  to Lender,  and that his
obligations
under the  Guaranty are in full force and effect,  and hereby  waives and
agrees
not to assert any  anti-deficiency  protections  or other rights as a
defense to
his obligations under the Guaranty, all as more fully set forth in the
Guaranty,
the terms of which are incorporated herein as if fully met forth herein.

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

                           FINET HOLDINGS CORPORATION
                           a Delaware corporation
                           GUARANTOR:


                           By:______________________________

                           Its:  President

STATE OF California        )
                           ) ss
COUNTY OF Contra Costa     )

         On April 22, 1998, before me, a Notary Public,  personally
appeared Jan
Hoeffel, the President of FINET HOLDINGS  CORPORATION,  a Delaware
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)