FINET COM INC
SEVENTH AMENDMENT TO WAREHOUSE CREDIT AGMT
<DOCUMENT>
<TYPE>EX-10.20
<SEQUENCE>5
<FILENAME>d70427_ex10-20.txt
<DESCRIPTION>SEVENTH AMENDMENT TO WAREHOUSE CREDIT AGMT
<TEXT>


                                                                   Exhibit 10.20

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                              SEVENTH AMENDMENT TO
                           FIRST AMENDED AND RESTATED
                    WAREHOUSING CREDIT AND SECURITY AGREEMENT
--------------------------------------------------------------------------------

THIS SEVENTH  AMENDMENT TO FIRST  AMENDED AND  RESTATED  WAREHOUSING  CREDIT AND
SECURITY  AGREEMENT  (this  "Amendment")  is entered into as of this 28th day of
December 2000, by and between MONUMENT MORTGAGE,  INC., a California corporation
("Borrower")  and  RESIDENTIAL  FUNDING  CORPORATION,   a  Delaware  corporation
("Lender").

WHEREAS,  Borrower  and  Lender  have  entered  into a single  family  revolving
warehouse facility with a present  Commitment Amount of $75,000,000,  to finance
Mortgage Loans as evidenced by a First Amended and Restated  Promissory  Note in
the principal sum of $85,000,000,  dated as of August 22, 2000 (the "Note"), and
by a First Amended and Restated  Warehousing Credit and Security Agreement dated
as of August 9, 1999,  as the same may have been  amended or  supplemented  (the
"Agreement"); and

WHEREAS,  Borrower has requested  that Lender reduce the  Commitment  Amount and
amend  certain  other  terms of the  Agreement,  and  Lender  has agreed to such
reduction of the Commitment  Amount and amendment of the  Agreement,  subject to
the terms and conditions of this Amendment.

WHEREAS,  certain Events of Default have occurred and are  continuing  under the
Agreement  and Borrower has  requested  Lender to forbear  from  exercising  its
rights and  remedies  with  respect  thereto,  and Lender is willing to forbear,
subject to the terms and conditions of the 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. Subject to compliance by Borrower with the provisions of Section 6 below, the
effective date ("Effective Date") of this Amendment is January 5, 2001.

2. All capitalized terms used herein and not otherwise defined herein have their
respective meanings set forth in the Agreement.

3. All  references to "The First  National Bank of Chicago" are amended to refer
to "Bank One, NA."

4. All references to the "Company" are amended to refer to the "Borrower."

5. Section 1.1 of the Agreement is amended to delete the following definition in
its entirety, replacing it with the following definition:

     "Commitment Amount" means $60,000,000

6. Borrower must deliver to Lender a) an executed original of this Amendment, b)
a Consent of  Guarantor in form and  substance  acceptable  to Lender,  and c) a
$1,000 document production fee.


                                      -1-
<PAGE>

7. Borrower  represents,  warrants  and agrees that (a) except as  described  in
Section 8 below,  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 Borrower  enforceable  in accordance  with their
terms,  as modified  herein,  (c) Lender is not in default under any of the Loan
Documents  and  Borrower  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 material respects, and (e)
there has been no material adverse change in the financial condition of Borrower
from the date of the Agreement to the date of this Amendment.

8. Borrower  represents that the only Events of Default that have occurred under
the Agreement and that are continuing are the following:

     (a)  Events of  Default  of the type  described  in  Section  8.1(r) of the
Agreement  have  occurred  and are  continuing  in that for the Fiscal  Quarters
ending on September 30, 2000 and December 31, 2000 the Guarantor's aggregate net
loss for each such Fiscal  Quarter  exceeded the Permitted  Cumulative  Loss for
each such Fiscal Quarter.

     (b) An Event of Default  of the type  described  in  Section  8.1(t) of the
Agreement  has  occurred  and is  continuing  in  that  the  Guarantor  and  its
Subsidiaries,  on a  consolidated  basis,  have failed to maintain  Tangible Net
Worth in the amount specified in Section 8.1(t).

9. From and after  the date on which  this  Amendment  becomes  effective  until
January 17, 2001 or such earlier date on which a "Forbearance Termination Event"
occurs,  Lender will forbear from  exercising  its rights and remedies under the
Agreement,   the  other  Loan  Documents  and  applicable   law.  A  Forbearance
Termination Event includes any of the following events:

     (a) The  occurrence  after the  effective  date of this  Amendment,  or the
existence as of the date of this  Amendment,  of any Default or Event of Default
other than the Events of Default described in Section 8 of this Amendment.

     (b) Failure by the Guarantor and its Subsidiaries, on a consolidated basis,
to maintain at all times a Tangible Net Worth that is not less than $10,000,000.

     (c) Failure by Borrower by January 16, 2001 to pay, in full,  all  Advances
and accrued  interest  thereon  related to all Pledged  Mortgages that have been
pledged to Lender for 120 days or more.

Lender's  forbearance is limited to the express terms hereof, and nothing herein
shall be deemed a waiver of, or an  agreement  by Lender to forbear with respect
to, any other term, condition, representation or covenant applicable to Borrower
or the Guarantor  under the Agreement  (including  but not limited to any future
occurrence  similar  to the Events of  Default  described  herein) or any of the
other agreements,  documents or instruments executed and delivered in connection
therewith, or of the covenants described therein. The forbearance granted herein
shall not constitute a waiver of, or agreement by Lender to forbear with respect
to, any other  Default or Event of Default,  if any,  under the  Agreement,  and
shall not be,  and shall  not be deemed to be, a course of action  with  respect
thereto  upon  which  Borrower  may  rely in the  future,  and  Borrower  hereby
expressly waives any claim to such effect.

10. Except as hereby expressly  modified,  the Agreement is otherwise  unchanged
and remains in full force and effect, and Borrower ratifies and reaffirms all of
its obligations thereunder.


                                      -2-
<PAGE>

11. 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  will be an  original,  but all of which will  together
constitute one and the same instrument.

IN WITNESS  WHEREOF,  Borrower and 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:______________________________

                                          RESIDENTIAL FUNDING CORPORATION,
                                          a Delaware corporation

                                           By:_______________________________

                                           Its:______________________________

STATE OF ____________________ )
                              ) ss.
COUNTY OF ___________________ )

On, _____________________, 2000, 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
                                          (SEAL) My Commission Expires:______

STATE OF ____________________ )
                              ) ss.
COUNTY OF ___________________ )

On, _____________________, 2000, before me, a Notary Public, personally appeared
__________________________________   the   _________________________________  of
RESIDENTIAL FUNDING 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.


                                      -3-
<PAGE>

WITNESS my hand and official seal.

                                          ___________________________________
                                          Notary Public

                                          (SEAL) My Commission Expires:______



                                      -4-
<PAGE>

                              CONSENT OF GUARANTOR
--------------------------------------------------------------------------------

The  undersigned,  being the Guarantor  under the Guaranty dated as of August 9,
1999,   hereby  consents  to  the  foregoing   Amendment  and  the  transactions
contemplated thereby and hereby modifies and reaffirms its obligations under its
Guaranty so as to include within the term  "Guaranteed  Debt" the  indebtedness,
obligations  and  liabilities of Borrower under this Amendment and the Note. The
Guarantor hereby reaffirms that its obligations  under its Guaranty are separate
and distinct from  Borrower's  obligations to Lender,  and that its  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 set forth herein.

The  Guarantor  hereby  irrevocably  waives any claim or other  rights  that the
Guarantor may now have or hereafter  acquire  against  Borrower that arises from
the  existence,   payment,   performance  or  enforcement  of  the   Guarantor's
obligations  hereunder,  including  any  right  of  subrogation,  reimbursement,
exoneration, contribution or indemnification and any right to participate in any
claim or remedy of Lender against Borrower or any collateral that 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 Borrower  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
right,  until the  Guaranteed  Debt has been paid and  performed in full. If any
amount will be paid to the  Guarantor in violation  of the  preceding  sentence,
such  amount will be deemed to have been paid to the  Guarantor  for the benefit
of, and held in trust for,  Lender  and will  forthwith  be paid to Lender to be
credited and applied to the Guaranteed  Debt,  whether matured or unmatured.  In
addition, to the extent permitted by law, the Guarantor irrevocably releases and
waives  any such  subrogation  rights or rights of  reimbursement,  exoneration,
contribution  or  indemnity  if and to the extent any such right or rights would
give rise to a claim under the U.S.  Bankruptcy  Code that payments or transfers
to Lender with respect to the Guaranteed  Debt  constitute a preference in favor
of the Guarantor or a claim under the U.S.  Bankruptcy  Code that the preference
is recoverable from Lender.

Dated: ______________
                                           FINET.COM, INC.,
                                           a Delaware corporation

                                           By:_______________________________

                                           Its:______________________________

STATE OF ____________________ )
                              ) ss.
COUNTY OF ___________________ )

On  _________________,  2000,  before me, a Notary Public,  personally  appeared
___________________________  the _________________________ of FINET.COM, INC., 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.

<PAGE>

WITNESS my hand and official seal.

                                          ___________________________________
                                          Notary Public

                                          (SEAL) My Commission Expires:______


</TEXT>
</DOCUMENT>
