SECOND AMENDMENT TO AMENDED AND RESTATED
                       MORTGAGE LOAN WAREHOUSING AGREEMENT


     This  Second  Amendment to Amended and Restated Mortgage  Loan  Warehousing
Agreement (the "Amendment') is dated as of this 1st day of September,  1996,  by
and  among,  BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a  national
banking  association (BOA), and the other banks signatory hereto  from  time  to
time  (each  a "Lender" and, collectively, the "Lenders), BOA as agent  for  the
Lenders  (in  such  capacity,  the "Agent) and  FIRST  MORTGAGE  CORPORATION,  a
California corporation (the "Company").

                              RECITALS

     A.     Pursuant  to  that  certain  Amended  and  Restated  Mortgage   Loan
Warehousing Agreement dated as of September 1, 1995 by and among BOA, the  Agent
and  the Company (as amended from time to time, the "Agreement"), BOA agreed  to
extend  credit  to  the Company on the terms and subject to the  conditions  set
forth  therein.  All capitalized terms not otherwise defined herein  shall  have
the meanings given to such terms in the Agreement.

     B.    The  Company and the Lenders desire to amend the Agreement in certain
respects, all as set forth more particularly herein.

     NOW,  THEREFORE, in consideration of the foregoing Recitals and  for  other
good  and  valuable consideration, the receipt and adequacy of which are  hereby
acknowledged, the parties hereto hereby agree as follows:

                                    AGREEMENT

     1. . Change  in  Definition of Maturity Date.  To reflect the agreement  of
          the  parties to extend the Maturity Date, the definition of " Maturity
          Date" in Section 11 of the
Agreement      is  amended  by replacing "September 1, 1996" with "September  1,
         1997".

     2.    Reaffirmation of-Security Agreement.  Other than as amended  pursuant
to  Paragraph  1  above,  the Company hereby affirms and  agrees  that  (a)  the
execution  and  delivery by the Company of and the performance of b  obligations
under this Amendment shall not in any way amend, impair, invalidate or otherwise
affect  any  of  the  obligations of the Company or the rights  of  the  Secured
Parties under the Security Agreement or any other document or instrument made or
given by the Company in connection therewith, (b) the term "Obligations" as used
in  the Security Agreement includes, without limitation, the Obligations of  the
Company  under  the Agreement as amended hereby, and (c) the Security  Agreement
remains in full force and effect in that


such agreement constitutes a continuing first priority security interest in  and
lien upon the Collateral.

     3.   Effective Date.  This Amendment shall be effective as of the date (the
"Effective Date ) that:

          (a)   ALL  parties signatory hereto have executed and  delivered  this
Amendment to BOA; and

          (b)   BOA has received such board resolutions, incumbency certificates
and other additional documentation as ft may request in connection herewith.

     4.   No Other Amendment.  Except as expressly amended herein, the Agreement
and  the other Loan Documents shall remain in full force and effect as currently
written.

5.          Counterparts.  This Amendment may be executed in any number of
counterparts,    each of which when so executed shall be deemed to be an
            original and all
of which when    taken together shall constitute one and the same agreement.

6.          Representations and Warranties.  The Company hereby represents and
warrants to the Agent and the Lenders as follows:

          (a)   The Company has the corporate power and authority and the  legal
right  to  execute,  deliver  and  perform this  Amendment  and  all  documents,
instruments  and agreements executed and delivered by the Company in  connection
therewith  (collectively, the "Amendment Documents) and has taken all  necessary
corporate  action  to authorize the execution, delivery and performance  of  the
Amendment  Documents.   The  Amendment Documents have  been  duty  executed  and
delivered  on  behalf  of the Company and constitute legal,  valid  and  binding
obligations  of the Company, enforceable against the Company in accordance  with
their respective terms.

         (b)    At  and as of the date of execution hereof and at and as of  the
effective  date of this Amendment and both prior to and after giving  effect  to
the  Amendment  Documents: (1) complete in all respects, and (2) there  has  not
occurred an Event of Default or Potential Default under the Agreement.


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
as of the day and year first above written.


                          FIRST MORTGAGE CORPORATION,
                          a California corporation
                          
                          By:
                          Name:
                          Title




Percentage Shares: 100%            BANK OF AMERICA NATIONAL TRUST
                         AND SAVINGS ASSOCIATION, a national
                         banking association, as Agent and as Lender


                         By:
                         Name:  Thomas A. Pizurie
                         Title:  Vice President