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                                                                   EXHIBIT 10.36

                               SECOND AMENDMENT TO
                                CREDIT AGREEMENT
                                       AND
                               SECOND AMENDMENT TO
                          PLEDGE AND SECURITY AGREEMENT

         THIS SECOND AMENDMENT TO CREDIT AGREEMENT AND SECOND AMENDMENT TO
PLEDGE AND SECURITY AGREEMENT (the "Amendment") dated as of August 10, 2001
between CH Mortgage Company I, Ltd., a Texas limited partnership ("Company"),
U.S. Bank National Association, as agent ("Agent") and Lenders referred to below
("Lenders").

         WITNESSETH THAT:

         WHEREAS, the Company, the Lenders and the Agent are parties to a Credit
Agreement dated as of August 13, 1999, as amended by a First Amendment to Credit
Agreement dated as of August 14, 2000 (as so amended, the "Credit Agreement"),
pursuant to which the Lenders provide the Company with a revolving mortgage
warehousing credit facility;

         WHEREAS, to secure the Obligations, the Company and the Agent entered
into a Pledge and Security Agreement dated as of August 13, 1999, as amended by
a First Amendment to Pledge and Security Agreement dated as of April 5, 2000 (as
so amended, the "Pledge and Security Agreement"); and

         WHEREAS, the Company and the Lenders have agreed to amend the Credit
Agreement and the Pledge and Security Agreement upon the terms and conditions
herein set forth;

         NOW, THEREFORE, for value received, the receipt and sufficiency of
which are hereby acknowledged, the Company and the Lenders agree as follows:

         1. Certain Defined Terms. Each capitalized term used herein without
being defined herein that is defined in the Credit Agreement shall have the
meaning given to it therein.

         2. Amendments to Credit Agreement. The Credit Agreement is hereby
amended as follows:

                  (a) Except as otherwise provided in this Amendment, all
         references in the Credit Agreement to "Borrower" shall mean and refer
         to "the Company." All references to "the Borrower" in the definitions
         of Commitment, Lenders, Loan Documents, Mortgage Collateral,
         Obligations, Security Agreement, Security Instrument, Swingline
         Commitment and Swingline Loan in Section 1.01 of the Credit Agreement,
         and in Sections 2.01(a), 2.08, 3.02(b), 4.03, 4.04, 4.05, 4.17, 5.03,
         5.04, 5.08, 5.11, 5.14, 6.06, 7.01(e), 9.01, 9.05. 9.10, 9.11, 10.09,
         10.10 and 10.18 of the Credit Agreement, shall mean and refer to "the
         Borrowers." All references to "the Borrower" in Sections 2.06, 4.18,
         5.10, 7.01(a), 7.01(b), 7.01(c) and 7.01(d) of the Credit Agreement
         shall mean and refer to "the Company and the applicable Co-Borrower."

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                  (b)      All references in the Credit Agreement to "Reference
         Rate" shall mean and refer to "Prime Rate."

                  (c)      The following definitions are hereby added to Section
         1.01 in the appropriate alphabetical order:

                           "Borrowers" means the Company and the Co-Borrowers.

                           "Co-Borrower Sublimit" means $10,000,000.

                           "Co-Borrowers" means each Person who becomes a party
                  to this Agreement as a Co-Borrower pursuant to a Joinder
                  Agreement and Section 3.03.

                           "Company" means CH Mortgage Company I, Ltd., a Texas
                  limited partnership.

                           "Joinder Agreement" means an agreement in the form
                  attached hereto as Exhibit E.

                  (d)      The definitions of "Drawdown Termination Date,"
         "Eurodollar Rate," "Jumbo Mortgage Loan" and "Risk Rating" in Section
         1.01 of the Credit Agreement is hereby amended in its entirety to read
         as follows:

                           "Drawdown Termination Date:" means the earlier of
                  August 13, 2002, or the day on which the Notes first become
                  due and payable in full.

                           "Eurodollar Rate:" on any date of determination, the
                  average offered rate for deposits in United States dollars
                  having a maturity of one month (rounded upward, if necessary,
                  to the nearest 1/16 of 1%) for delivery of such deposits on
                  such date of determination which appears on the Telerate Page
                  3750 or any successor thereto as of 11:00 a.m., London time
                  (or such other time as of which such rate appears) on such
                  date of determination, or the rate for such deposits
                  determined by the Agent at such time based on such other
                  published service of general application as shall be selected
                  by the Agent for such purpose; provided, that in lieu of
                  determining the rate in the foregoing manner, the Agent may
                  determine the rate based on rates at which United States
                  dollar deposits having a maturity of one month are offered to
                  the Agent in the interbank Eurodollar market at such time for
                  delivery in Immediately Available Funds on such date of
                  determination in an amount equal to $1,000,000 (round upward,
                  if necessary, to the nearest 1/16 of 1%).

                           "Jumbo Mortgage Loan" means a Mortgage Loan which
                  would in all respects be a Conforming Loan but for the fact
                  that the original unpaid principal amount of the underlying
                  Mortgage Note is greater than $240,000 (but does not exceed
                  $750,000).

                           "Risk Rating" means the risk rating of a Mortgage
                  Loan determined by the underwriting guidelines of the Company
                  or other applicable standards of an

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                  Investor to which such Mortgage Loan is to be sold by a
                  Borrower under a Take-Out Commitment, provided that such
                  underwriting guidelines or other applicable standards comply
                  with industry standards in the sole judgment of Agent.

                  (e) Section 2.01(b) of the Credit Agreement is hereby amended
         in its entirety to read as follows:

                      (b) Discretionary Swingline Commitment. Upon the terms and
                  subject to the conditions of this Agreement, until the
                  Drawdown Termination Date, U.S. Bank, in its sole discretion,
                  may lend to the Borrowers loans (each such loan, a "Swingline
                  Loan") at such times and in such amounts as the Company shall
                  request, up to an aggregate principal amount at any time
                  outstanding equal to the amount by which U.S. Bank's
                  Commitment Amount exceeds the principal amount outstanding
                  under U.S. Bank's Note; provided, that U.S. Bank will not make
                  a Swingline Loan if (i) after giving effect thereto, any of
                  the limitations set forth in Section 2.01(a) would be exceeded
                  or (ii) U.S. Bank has received written notice from the Company
                  or any Lender that one or more of the conditions precedent set
                  forth in Article III for the making of a Loan have not been
                  satisfied.

                  (f) Section 2.03(a) of the Credit Agreement is hereby amended
         in its entirety to read as follows:

                      (a) Notice and Manner of Obtaining Loans. The Company
                  shall give Agent telephonic notice of each request for Loans
                  not later than 1:00 p.m. (Minneapolis, Minnesota time) on the
                  requested Borrowing Date and of each request for Swingline
                  Loans not later than 3:00 p.m. (Minneapolis, Minnesota time)
                  on the requested Borrowing Date. Each request for Loans or
                  Swingline Loans shall specify the aggregate amount of Loans or
                  Swingline Loans requested, whether each such Loan or Swingline
                  Loan is being made to permit a Co-Borrower to originate or
                  acquire one or more Mortgage Loans (and, if so, specifying the
                  Co-Borrower), and whether such Loans to be made by each Lender
                  are to be funded as Reference Rate Advances, Eurodollar Rate
                  Advances or Balance Funded Rate Advances; provided, that any
                  portion of a Loan not so designated shall be funded as a
                  Eurodollar Rate Advance. Agent shall notify each Lender via
                  facsimile and telephone by not later than 2:00 P.M.
                  (Minneapolis, Minnesota time) on the date it receives such
                  request of each request for Loans received from the Company,
                  of such Lenders's Percentage Share of the Loans requested and
                  whether such Lender's Loans are to funded as Reference Rate
                  Advances, Eurodollar Rate Advances or Balance Funded Rate
                  Advances. The Company shall, not later than the following
                  Business Day, confirm any such request by delivering to Agent
                  a Confirmation. Each request for Loans shall be irrevocable
                  and binding on the Company and any applicable Co-Borrower. If
                  all conditions precedent to such Loan have been met, each
                  Lender shall deposit into the Collateral Account in
                  immediately available dollars by not later than 4:00 P.M.
                  (Minneapolis, Minnesota time) on the Borrowing Date the amount
                  of such Lender's Loan and upon receipt of such funds, Agent
                  shall promptly make such funds available to the Company and
                  any applicable Co-Borrower by depositing

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                  such funds in the Good Funds Wire Clearing Account or the
                  Operating Account, as requested by the Company. On the
                  Borrowing Date of requested Swingline Loans, U.S. Bank may
                  deposit into the Collateral Account in Immediately Available
                  Funds by not later than 4:00 p.m. (Minneapolis, Minnesota
                  time) on the requested Borrowing Date the amount of the
                  requested Swingline Loans. Unless Agent shall have received
                  notice from a Lender prior to 3:00 P.M. (Minneapolis,
                  Minnesota time) on any Borrowing Date that such Lender will
                  not make available to Agent such Lender's Loan, Agent may in
                  its discretion assume that such Lender has made such Loan
                  available to Agent in accordance with this section and Agent
                  may if it chooses, in reliance upon such assumption make such
                  Loan available to the Company and any applicable Co-Borrower.
                  If and to the extent such Lender shall not so make its Loan
                  available to Agent, such Lender shall, on demand, pay to Agent
                  the amount of such Loan together with interest thereon, for
                  each day from the date such amount is made available to the
                  Company and any applicable Co-Borrower until the date such
                  amount is paid or repaid to Agent at the Federal Funds Rate.
                  If such Lender does not pay such amount promptly upon Agent's
                  demand therefor, Agent shall notify the Company and the
                  Company and each applicable Co-Borrower shall immediately
                  repay such amount to Agent together with accrued interest
                  thereon at the applicable rate or rates provided in Section
                  2.04. Agent shall use its best efforts to demand any such
                  amount from both such Lender and the Company, provided, that
                  any failure by Agent to make any such demand on both such
                  Lender and the Company shall not in any manner affect such
                  Lender's, the Company's or any applicable Co-Borrower's
                  obligation to pay or repay such amount, with interest, as set
                  forth herein. The failure of any Lender to make any Loan to be
                  made by it hereunder shall not relieve any other Lender of its
                  obligation hereunder, if any, to make its Loan, but no Lender
                  shall be responsible for the failure of any other Lender to
                  make any Loan to be made by such other Lender. Each request
                  for Loans or Swingline Loans shall be deemed to be a
                  representation by the Company that (i) no Event of Default or
                  Default has occurred or will exist upon the making of the
                  requested Loans or Swingline Loans and (ii) the
                  representations and warranties contained in Section 4 hereof
                  and in Section 5 of the Security Agreement are true and
                  correct with the same force and effect as if made on and as of
                  the date of such request.

                  (g)     Section 2.03(b)(iii) of the Credit Agreement is hereby
         amended in its entirety to read as follows:

                          (iii) Lenders' Obligation to Fund Refinancings of
                  Swingline Loans. Upon the giving of notice by U.S. Bank under
                  Section 2.03(b)(i) or 2.03(b)(ii), each Lender (including U.S.
                  Bank) shall make a Loan in an amount equal to its Percentage
                  Share of the aggregate principal amount of Swingline Loans to
                  be refinanced, and provide proceeds of such Loans, in
                  immediately available funds, by not later than 3:00 P.M.
                  (Minneapolis time) on the date such notice was received;
                  provided, however, that a Lender shall not be obligated to
                  make any such Loan unless (A) U.S. Bank believed in good faith
                  that all conditions to making the subject Swingline Loan were
                  satisfied at the time such Swingline Loan was made, or (B) if
                  the conditions to such Swingline Loan were not

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                  satisfied, such Lender had actual knowledge, by receipt of the
                  statements furnished to it pursuant to Section 4.01 or
                  otherwise, that any such condition had not been satisfied and
                  failed to notify U.S. Bank in a writing received by U.S. Bank
                  prior to the time it made such Swingline Loan that U.S. Bank
                  was not authorized to make a Swingline Loan until such
                  condition had been satisfied, or U.S. Bank was obligated to
                  give notice of the occurrence of an Event of Default or a
                  Default to Lenders pursuant to Section 8.08 and failed to do
                  so, or (C) any conditions to the making of such Swingline Loan
                  that were not satisfied had been waived in writing by Majority
                  Lenders prior to or at the time such Swingline Loan was made.
                  The proceeds of Loans made pursuant to the preceding sentence
                  shall be paid to U.S. Bank (and not to any Borrower) and
                  applied to the payment of principal of the outstanding
                  Swingline Loans, and the Company authorizes Agent to charge
                  the Collateral Account or any other account (other than escrow
                  or custodial accounts) maintained by the Company with Agent
                  (up to the amount available therein) in order to immediately
                  pay U.S. Bank the principal amount of such Swingline Loans to
                  the extent Loans made by the Lenders are not sufficient to
                  repay in full the principal of the outstanding Swingline Loans
                  requested or required to be refinanced. Upon the making of a
                  Loan by a Lender pursuant to this Section 2.03(b)(iii), the
                  amount so funded shall become due under such Lender's Note and
                  the outstanding principal amount of the Swingline Loans shall
                  be correspondingly reduced. If any portion of any Loan made by
                  Lenders pursuant to this Section 2.03(b)(iii) should be
                  recovered by or on behalf of any Borrower from U.S. Bank in
                  bankruptcy or otherwise, the loss of the amount so recovered
                  shall be ratably shared among all Lenders in the manner
                  contemplated by Section 9.11. Each Lender's obligation to make
                  Loans referred to in this Section 2.03(b) shall, subject to
                  the proviso to the first sentence of this Section
                  2.03(b)(iii), be absolute and unconditional and shall not be
                  affected by any circumstance, including, without limitation,
                  (1) any setoff, counterclaim, recoupment, defense or other
                  right which such Lender may have against U.S. Bank, any
                  Borrower or anyone else for any reason whatsoever; (2) the
                  occurrence or continuance of a Default or an Event of Default;
                  (3) any adverse change in the condition (financial or
                  otherwise) of the Company or any Co-Borrower; (4) any breach
                  of this Agreement by any Borrower, the Agent or any Lender; or
                  (5) any other circumstance, happening or event whatsoever,
                  whether or not similar to any of the foregoing; provided, that
                  in no event shall a Lender be obligated to make a Loan if,
                  after giving effect thereto, the outstanding principal balance
                  of such Lender's Note would exceed its Commitment Amount.

                  (h)     Sections 2.04(a) and (b) of the Credit Agreement are
         hereby amended in their entirety to read as follows:

                          (a) Interest Rates; Balances Deficiency Fees. The
                  Borrowers will pay the Agent monthly in arrears, within two
                  Business Days after the Company's receipt of Agent's statement
                  therefor, interest on the unpaid principal balance of each
                  Advance of each Lender from time to time outstanding as
                  follows:

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                                 (i)   with respect to Balance Funded Rate
                           Advances, at the Balance Funded Rate; provided, that
                           if for any Balance Calculation Period the Balance
                           Funded Amount maintained by the Company with any
                           Lender is less than an amount equal to the average
                           daily aggregate unpaid principal balance of the
                           Balance Funded Rate Advances owed to such Lender
                           during such Balance Calculation Period (such
                           deficiency being herein referred to as the "Balances
                           Deficiency"), the Borrowers will pay such Lender a
                           fee (the "Balances Deficiency Fee") for said Balance
                           Calculation Period on the Balances Deficiency at a
                           per annum rate equal to the average daily Eurodollar
                           Rate plus Applicable Margin in effect during said
                           Balance Calculation Period; and provided further,
                           that if the Balance Funded Amount maintained by the
                           Company with any Lender for any Balance Calculation
                           Period exceeds the weighted average daily aggregate
                           unpaid principal balance of the Balance Funded Rate
                           Advances owed to such Lender during such Balance
                           Calculation Period (such excess being defined herein
                           as the "Balances Surplus"), then such Balances
                           Surplus, or, if the Company and such Lender shall so
                           agree, the charges reduction benefit for such
                           Balances Surplus (as determined by such Lender), may
                           be carried forward and applied to succeeding Balance
                           Calculation Periods (but not to any Balance
                           Calculation Period occurring in any subsequent
                           calendar year);

                                 (ii)  with respect to Reference Rate Advances,
                           the Reference Rate plus the Applicable Margin, as
                           adjusted automatically on and as of the effective
                           date of any change in the Reference Rate;

                                 (iii) with respect to Eurodollar Rate Advance
                           the Adjusted Eurodollar Rate plus the Applicable
                           Margin, as adjusted automatically on and as of the
                           effective date of any change in the Adjusted
                           Eurodollar Rate; and

                                 (iv)  with respect to any Obligations not paid
                           when due (A) consisting of Balance Funded Rate
                           Advances, a rate per annum equal to the Balance
                           Funded Rate plus 4.0% per annum,(B) consisting of
                           Eurodollar Rate Advances, a rate per annum equal to
                           the Adjusted Eurodollar Rate plus 4.0% per annum, (C)
                           consisting of Reference Rate Advances, a rate per
                           annum equal to the Reference Rate plus 4.0% per
                           annum, and (D) consisting of other Obligations, a
                           rate per annum equal to the Reference Rate plus the
                           Applicable Margin plus 4.0% for the period from the
                           date such Obligations were due until the same are
                           paid.

                           (b)   Payment of Interest and Fees. Agent shall use
                  its best efforts to provide the Company with a statement for
                  interest on the Notes, the facility fees with respect to the
                  Commitments and the collateral handling fees with respect to
                  Mortgage Loans pledged under the Pledge and Security
                  Agreement, in each case accrued through the last day of each
                  calendar month, on or before the third Business Day (and in
                  any case, no later than the tenth Business Day), of the next

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                  succeeding calendar month, but shall have no liability to any
                  Borrower for its failure to do so. Interest on the Notes,
                  facility fees and collateral handling fees accrued through the
                  last day of each calendar month shall be due and payable on
                  the second Business Day after the date the Company receives
                  such statement from Agent; provided, that interest payable at
                  the rates provided for in Section 2.04 (a)(iv) shall be
                  payable on demand. Any Balances Deficiency Fee payable
                  hereunder shall be due and payable quarterly after each
                  Balance Calculation Period within two Business Days after
                  receipt by the Company from any Lender of a statement therefor
                  (a copy of which shall be provided to Agent) containing the
                  calculations made to determine such Balances Deficiency Fee,
                  which statement shall be conclusive absent manifest error
                  unless approved by such Lender.

                  (i)      Article III of the Credit Agreement is hereby amended
         to add the following after Section 3.02:

                           Section 3.03 New Co-Borrowers. The Company may, at
                  any time, add any Person from which the Company regularly
                  purchases Mortgage Loans in the ordinary course of its
                  business as a Co-Borrower hereunder with the prior written
                  consent of the Majority Lenders by entering into a Joinder
                  Agreement with the Agent and such Person; provided, that the
                  effectiveness of any such Joinder Agreement, and of the
                  addition of any such Person as a Co-Borrower hereunder, shall
                  be subject to the following conditions precedent:

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

                                       (1) The Joinder Agreement.

                                       (2) Certified copies of the new
                                 Co-Borrower's articles of incorporation and
                                 bylaws or other organizational documents, and
                                 certificates of good standing dated no less
                                 recently than thirty (30) days prior to the
                                 date of the Joinder Agreement.

                                       (3) A copy of resolutions of the board of
                                 directors or other governing authority of the
                                 new Co-Borrower, certified as of the date of
                                 the Joinder Agreement by its corporate
                                 secretary (or the equivalent), authorizing the
                                 execution, delivery and performance of the
                                 Joinder Agreement (and thereby the assumption
                                 of the Obligations under the Loan Documents)
                                 and all other instruments or documents to be
                                 delivered by the new Co-Borrower pursuant to
                                 this Agreement and the Joinder Agreement.

                                       (4) A certificate of the corporate
                                 secretary (or the equivalent) of the new
                                 Co-Borrower, as to the incumbency and
                                 authenticity of the signatures of the officers
                                 of the new Co-

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                    Borrower executing the Joinder Agreement, and all other
                    instruments or documents to be delivered by such new
                    Co-Borrower pursuant to the Joinder Agreement and this
                    Agreement (the Agent being entitled to rely thereon until a
                    new such certificate has been furnished to the Agent).

                         (5) A tax, lien and judgment search of the appropriate
                    public records for the new Co-Borrower in the States where
                    its chief executive office is located, 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 Agent, for the
                    benefit of the Secured Parties, or as permitted hereunder.

                         (6) Executed financing statements in recordable form
                    naming the new Co-Borrower as debtor, covering the
                    Collateral and ready for filing in all jurisdictions
                    required by the Agent.

                         (7) Copies of the new Co-Borrower's errors and
                    omissions insurance policy or mortgage impairment insurance
                    policy and blanket bond coverage policy, all in form and
                    content satisfactory to the Agent, showing compliance of the
                    new Co-Borrower as of the date of the Joinder Agreement with
                    the related provisions of Section 5.06.

                    (b)  The representations and warranties contained in Article
               4 hereof applicable to the Co-Borrower shall be accurate and
               complete in all material respects as if made on and as of the
               date of, and after giving effect to, the Joinder Agreement.

                    (c)  The Borrowers shall have performed all agreements to be
               performed by them hereunder, and after giving effect to the
               addition of the new Co-Borrower hereunder, there shall exist no
               Default or Event of Default hereunder.

          Each of the Co-Borrowers (including, without limitation, any
          Co-Borrower that becomes a party hereto pursuant to a Joinder
          Agreement) hereby authorizes the Company, on behalf of the Borrowers,
          to execute and deliver Joinder Agreements and Notes on behalf of all
          of the Borrowers.

          (j)  Section 4.11 of the Credit Agreement is hereby amended in its
     entirety to read as follows:

               Section 4.11 Principal Office, etc. The principal office, chief
          executive office and principal place of business of the Company and
          each Restricted Subsidiary is at the address set forth in Section
          10.01. The principal office, chief executive office and principal
          place of business of each Co-Borrower is at the address set forth in
          the applicable Joinder Agreement.

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          (k)  Article IV of the Credit Agreement is hereby amended to add the
     following after Section 4.20:

               4.21  Co-Borrowers. Each Co-Borrower originates and sells to the
          Company Mortgage Loans. The Company will receive benefit from each
          Loan or Swingline Loan made hereunder to enable a Co-Borrower to
          originate a Mortgage Loan, whether or not such Mortgage Loan is
          thereafter sold to the Company, because of the continuing business
          relationship between the Company and such Co-Borrower.

          (l)  Sections 5.05 and 5.06 of the Credit Agreement are hereby amended
     in their entirety to read as follows:

               Section 5.05  Reimbursement of Expenses. The Borrowers shall pay,
          subject to the limitation in Section 10.19 hereof (in the case of each
          Co-Borrower) (a) all reasonable legal fees (including, without
          limitation, allocated costs for in-house legal service) incurred by
          Agent in connection with the preparation, negotiation or execution of
          this Agreement, the Notes and the other Loan Documents and any
          amendments, consents or waivers executed in connection therewith, (b)
          all fees, charges or taxes for the recording or filing of the Security
          Instruments, (c) all out-of-pocket expenses of Agent in connection
          with the legal administration of this Agreement, the Notes and the
          other Loan Documents, including courier expenses incurred in
          connection with the Mortgage Collateral, and (d) all amounts expended,
          advanced or incurred by Agent to satisfy any obligation of any
          Borrower under this Agreement or any of the other Loan Documents or to
          collect the Notes, or to enforce the rights of Agent or any Lender
          under this Agreement or any of the other Loan Documents or to collect
          the Note, or to enforce the rights of Agent or any Lender under this
          Agreement or any of the other Loan Documents, which amounts shall
          include all underwriting expenses, collateral liquidation costs, court
          costs, attorneys' fees (including, without limitation, for trial,
          appeal or other proceedings), fees of auditors and accountants, and
          investigation expenses reasonably incurred by Agent or any Lender in
          connection with any such matters, together with interest at the
          post-maturity rate specified in the Note on each item specified in
          clause (a) through (d) from thirty (30) days after the date of written
          demand or request for reimbursement until the date of reimbursement.

               Section 5.06  Insurance. Each Borrower shall maintain with
          financially sound and reputable insurers, insurance with respect to
          its properties and business against such liabilities, casualties,
          risks and contingencies and in such types and amounts as is customary
          in the case of Persons engaged in the same or similar businesses and
          similarly situated, including, without limitation, a fidelity bond or
          bonds with financially sound and reputable insurers with such coverage
          and in such amounts as is customary in the case of Persons engaged in
          the same or similar business and similarly situated. The improvements
          on the land covered by each Mortgage shall be kept continuously
          insured at all times by responsible insurance companies against fire
          and extended coverage hazard under policies,

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          binders, letters, or certificates of insurance, with a standard
          mortgagee clause in favor of the applicable Borrower and its assigns.
          Each such policy must be in an amount equal to the lesser of the
          maximum insurable value of the improvements or the original principal
          amount of the Mortgage Note, without reduction by reason of any
          co-insurance, reduced rate contribution, or similar clause of the
          policies or binders. Upon request of Agent, each Borrower shall
          furnish or cause to be furnished to Agent from time to time a summary
          of the insurance coverage of such Borrower in form and satisfactory to
          Agent and if requested shall furnish Agent copies of the applicable
          policies.

          (m)  Section 6.13 is hereby amended in its entirety to read as
     follows:

               Section 6.13 Tangible Net Worth. As of the end of each calendar
          month, Borrower's Consolidated Tangible Net Worth shall not be less
          than $25,000,000.

          (n)  Section 7.02 of the Credit Agreement is hereby amended in its
     entirety to read as follows:

               Section 7.02 Default Remedies. Except as provided in the
          following sentence, upon the occurrence of an Event of Default, Agent
          may (and upon written instructions from Majority Lenders, Agent shall)
          declare the Commitments to be terminated and/or declare the entire
          principal and all interest accrued on the Notes to be, and the Notes,
          together with all Obligations, shall thereupon become, forthwith due
          and payable, without any presentment, demand, protest, notice of
          protest and nonpayment, notice of acceleration or of intent to
          accelerate or other notice of any kind, all of which hereby are
          expressly waived. Notwithstanding the foregoing, (a) if an Event of
          Default specified in Subsections 7.01(e)(i), (ii) or (iii) above
          occurs with respect to the Company, the Commitments shall
          automatically and immediately terminate and the Notes and all other
          Obligations shall become automatically and immediately due and
          payable, both as to principal and interest, without any action by
          Agent or any Lender and without presentment, demand, protest, notice
          of protest and nonpayment, notice of acceleration or of intent to
          accelerate, or any other notice of any kind, all of which are hereby
          expressly waived, anything contained herein or in any Notes to the
          contrary notwithstanding, and (b) if an Event of Default specified in
          Sections 7.01(b), (c), (d), (e), (f) or (g) occurs with respect to a
          Co-Borrower, the Agent and the Lenders shall not have the right to
          declare the Commitments to be terminated, declare the entire principal
          and all interest accrued on the Notes to be forthwith due and payable,
          or exercise any of their other rights hereunder or under the Loan
          Documents (except that the Lenders shall have no further obligation to
          make Loans to enable such Co-Borrower to originate Mortgage Loans, and
          the Agent and the Lenders may exercise their remedies with respect to
          the Mortgage Loans pledged by such Co-Borrower to the Agent pursuant
          to the Pledge and Security Agreement) for 10 Business Days after the
          occurrence of such Event of Default, or thereafter if all Loans made
          to enable

                                      -10-

<PAGE>

          such Co-Borrower to originate or acquire Mortgage Loans hereunder have
          been repaid in full.

          (o)  Sections 10.01 and 10.02 of the Credit Agreement are hereby
     amended in their entirety to read as follows:

               Section 10.01 Notices. Any notice or request required or
          permitted to be given under or in connection with this Agreement, the
          Notes or the other Loan Documents (except as may otherwise be
          expressly required therein) shall be in writing and shall be mailed by
          first class or express mail, postage prepaid, or sent by telex,
          telegram, telecopy or other similar form of rapid transmission,
          confirmed by mailing (by first class or express mail, postage prepaid)
          written confirmation at substantially the same time as such rapid
          transmission, or personally delivered to an officer of the receiving
          party. All such communications shall be mailed, sent or delivered to
          the parties hereto at their respective addresses as follows:

               Any Borrower:       CH Mortgage Company I, Ltd.
                                   12554 Riata Vista Circle
                                   Austin, Texas 78757
                                   Attn: Randall C. Present
                                   FAX: (512) 345-7348
                                   TEL: (512) 345-4663

               With copies to:     Sam Fuller
                                   Ted I. Harbour
                                   1901 Ascension Blvd., Suite 100
                                   Arlington, Texas 76006
                                   FAX: (817) 856-8249
                                   TEL: (817) 856-8200

               Agent:              U.S. Bank National Association
                                   U.S. Bank Place - MPFP0508
                                   601 Second Avenue South
                                   Minneapolis, Minnesota 55402
                                   Attn: Kathleen M. Connor
                                   FAX: (612) 973-0826
                                   TEL: (612) 973- 0306

          or at such other addresses or to such individual's or department's
          attention as the Company or the Agent may have furnished the other
          party in writing. Any communication so addressed and mailed shall be
          deemed to be given when so mailed, except that requests for loans,
          Confirmations and other communications related thereto shall not be
          effective until actually received by Agent or the Company, as the case
          may be; and any notice so sent by rapid transmission shall be deemed
          to be given when receipt of such transmission is acknowledged, and any
          communication so delivered in person shall be deemed to be given when
          receipted for by, or actually received by, an authorized officer of
          the Company or

                                      -11-

<PAGE>

          Agent, as the case may be. Each Co-Borrower hereby authorizes the
          Agent and the Lenders to send all notices under this Agreement and the
          Loan Documents to the Company, on behalf of such Co-Borrower, and the
          Company undertakes to provide such notices to the applicable
          Co-Borrower(s).

               Section 10.02 Amendments, etc. No amendment or waiver of any
          provision of this Agreement, the Security Instruments, the Notes, or
          any other Loan Document, nor consent to any departure by any Borrower
          or any Restricted Subsidiary from the terms thereof, shall in any
          event be effective unless (a) the same shall be in writing and signed
          by (i) if such party is a Borrower, by the Company, (ii) if such party
          is Agent, by Agent and (iii) if such party is a Lender, by such Lender
          or by Agent on behalf of Lenders with the written consent of Majority
          Lenders (or without further consent than that already provided herein
          in the circumstances provided in Section 10.16) and (b) in the case of
          an amendment other than the first and second amendment and other than
          annual renewals or temporary extensions related to annual renewals,
          the Agent, on behalf of each Lender executing such amendment, shall
          have received an amendment fee from the Company in the amount of one
          thousand five hundred dollars ($1,500) for each Lender executing such
          amendment. Notwithstanding the foregoing or anything to the contrary
          herein, Agent shall not, without the prior consent of each individual
          Lender, execute and deliver on behalf of such Lender any waiver or
          amendment which would: (i) waive any of the conditions specified in
          Article III (provided that Agent may in its discretions withdraw any
          request it has made under Section 3.02(g)), (ii) increase the
          Percentage Share of the Commitment of such Lender or subject such
          Lender to any additional obligations, (iii) reduce any fees hereunder,
          or the principal of, or interest on, such Lender's Note, (iv) amend
          the definition herein of "Majority Lenders" or otherwise change the
          aggregate amount of Percentage Shares which is required for Agent,
          Lenders or any of them to take any particular action under the Loan
          Documents, (v) release any Borrower from its obligation to pay such
          Lender's Note, (vi) amend the definitions of "Collateral Value,"
          "Drawdown Termination Date," and "Mortgage Collateral," (vii) release
          any Collateral except in accordance with and pursuant to the Loan
          Documents, or (viii) change the date on which any payments of
          principal, interest or fees are due hereunder.

          (p)  Article X of the Credit Agreement is hereby amended to add the
     following after Section 10.18:

               Section 10.19 Relationship Among Borrowers.

                    (a) JOINT AND SEVERAL LIABILITY. THE COMPANY AGREES THAT IT
               IS LIABLE FOR THE PAYMENT OF ALL OBLIGATIONS OF THE BORROWERS
               UNDER THIS AGREEMENT, AND THAT THE LENDERS AND THE AGENT CAN
               ENFORCE SUCH OBLIGATIONS AGAINST THE COMPANY, IN THE LENDERS' OR
               THE AGENT'S SOLE AND UNLIMITED DISCRETION. EACH CO-BORROWER
               AGREES THAT IT IS

                                      -12-

<PAGE>

               LIABLE ONLY FOR THE PAYMENT OF LOANS AND SWINGLINE LOANS MADE TO
               ENABLE IT TO ORIGINATE OR ACQUIRE MORTGAGE LOANS, INTEREST ON
               SUCH LOANS AND SWINGLINE LOANS, AND FEES, COSTS AND EXPENSES
               RELATED TO SUCH LOANS AND SWINGLINE LOANS AND SUCH CO-BORROWER'S
               PERFORMANCE OR NON-PERFORMANCE OF ITS OBLIGATIONS HEREUNDER. THE
               COMPANY AGREES THAT IT IS JOINTLY AND SEVERALLY LIABLE WITH EACH
               CO-BORROWER FOR SUCH CO-BORROWER'S OBLIGATIONS, AS DESCRIBED IN
               THE PRECEDING SENTENCE.

                    (b)  Waivers of Defenses. The obligations of the Borrowers
               hereunder shall not be released, in whole or in part, by any
               action or thing which might, but for this provision of this
               Agreement, be deemed a legal or equitable discharge of a surety
               or guarantor, other than irrevocable payment and performance in
               full of the Obligations (except for contingent indemnity and
               other contingent Obligations not yet due and payable) at a time
               after any obligation of the Lenders hereunder to make Loans shall
               have expired or been terminated. The purpose and intent of this
               Agreement is that the Obligations constitute the direct and
               primary obligations of the Company and, to the extent provided in
               Section 10.19(a), each Co-Borrower, and that the covenants,
               agreements and all obligations of each Borrower hereunder be
               absolute, unconditional and irrevocable. Each Borrower shall be
               and remain liable for any deficiency remaining after foreclosure
               of any mortgage, deed of trust or security agreement securing all
               or any part of the Obligations for which it is liable, whether or
               not the liability of any other Person for such deficiency is
               discharged pursuant to statute, judicial decision or otherwise.

                    (c)  Other Transactions. The Lenders and the Agent are
               expressly authorized to exchange, surrender or release with or
               without consideration any or all collateral and security which
               may at any time be placed with it by any Borrower or by any other
               Person on behalf of the Borrowers, or to forward or deliver any
               or all such collateral and security directly to the Company or
               the applicable Co-Borrower for collection and remittance or for
               credit. No invalidity, irregularity or unenforceability of any
               security for the Obligations or other recourse with respect
               thereto shall affect, impair or be a defense to the Borrowers'
               obligations under this Agreement. The liabilities of each
               Borrower hereunder shall not be affected or impaired by any
               failure, delay, neglect or omission on the part of any Lender or
               the Agent to realize upon any of the Obligations of any other
               Borrower to the Lenders or the Agent, or upon any collateral or
               security for any or all of the Obligations, nor by the taking by
               any Lender or the Agent of (or the failure to take) any guaranty
               or guaranties to secure the Obligations, nor by the taking by any
               Lender or the Agent of (or the failure to take or the failure to
               perfect its security interest in or other lien on) collateral or
               security of any kind. No act or omission of any Lender or

                                      -13-

<PAGE>

               the Agent, whether or not such action or failure to act varies or
               increases the risk of, or affects the rights or remedies of a
               Borrower, shall affect or impair the obligations of the Borrowers
               hereunder.

                    (d) Actions Not Required. Each Borrower, to the extent
               permitted by applicable law, hereby waives any and all right to
               cause a marshaling of the assets of any other Borrower or any
               other action by any court or other governmental body with respect
               thereto or to cause any Lender or the Agent to proceed against
               any security for the Obligations or any other recourse which any
               Lender or the Agent may have with respect thereto and further
               waives any and all requirements that any Lender or the Agent
               institute any action or proceeding at law or in equity, or obtain
               any judgment, against any other Borrower or any other Person, or
               with respect to any collateral security for the Obligations, as a
               condition precedent to making demand on or bringing an action or
               obtaining and/or enforcing a judgment against, such Borrower
               under this Agreement.

                    (e) Subrogation. Notwithstanding any payment or payments
               made by any Borrower hereunder or any setoff or application of
               funds of any Borrower by any Lender or the Agent, such Borrower
               shall not be entitled to be subrogated to any of the rights of
               any Lender or the Agent against any other Borrower or any other
               guarantor or any collateral security or guaranty or right of
               offset held by any Lender or the Agent for the payment of the
               Obligations, nor shall such Borrower seek or be entitled to seek
               any contribution or reimbursement from any other Borrower or any
               other guarantor in respect of payments made by such Borrower
               hereunder, until all amounts owing to the Lenders and the Agent
               by the Borrowers on account of the Obligations are irrevocably
               paid in full; provided, however, that the Company may seek
               reimbursement from a Borrower for payments made by the Company on
               behalf of such Borrower if (i) all Obligations owing to the
               Lenders and the Agent by that Borrower are irrevocably paid in
               full and (ii) the Lenders have no further obligation to make
               Loans to enable such Borrower to originate Mortgage Loans. If any
               amount shall be paid to a Borrower on account of such subrogation
               rights at any time when all of the Obligations shall not have
               been irrevocably paid in full, such amount shall be held by that
               Borrower in trust for the Lenders and the Agent, segregated from
               other funds of that Borrower, and shall, forthwith upon receipt
               by the Borrower, be turned over to the Agent in the exact form
               received by the Borrower (duly indorsed by the Borrower to the
               Agent, if required), to be applied against the Obligations,
               whether matured or unmatured, in such order as the Agent may
               determine. From and after the irrevocable payment in full of all
               amounts owing to the Lenders and the Agent by the Borrowers on
               account of the Obligations, each Co-Borrower shall be liable to
               the Company for any amount paid by the Company to the Agent or
               the Lenders (and not previously paid to the Company by such
               Co-Borrower) as principal of and interest on the Loans and
               Swingline Loans made to enable such Co

                                      -14-

<PAGE>

                     Borrowers to originate or acquire Mortgage Loans, fees,
                     costs and expenses relating to such Loans and Swingline
                     Loans, and such Co-Borrower's performance or
                     non-performance of its Obligations hereunder.

                            (f) Application of Payments. Any and all payments
                     upon the Obligations made by any Borrower, and/or the
                     proceeds of any or all collateral or security for any of
                     the Obligations provided by any Borrower, may be applied by
                     the Lenders on such items of the Obligations for which such
                     Borrower is liable as the Lenders may elect.

                            (g) Recovery of Payment. If any payment received by
                     the Lenders or the Agent and applied to the Obligations is
                     subsequently set aside, recovered, rescinded or required to
                     be returned for any reason (including, without limitation,
                     the bankruptcy, insolvency or reorganization of a Borrower
                     or any other obligor), the Obligations to which such
                     payment was applied shall, to the extent permitted by
                     applicable law, be deemed to have continued in existence,
                     notwithstanding such application, and each Borrower liable
                     on such Obligations shall be jointly and severally liable
                     for such Obligations as fully as if such application had
                     never been made. References in this Agreement to amounts
                     "irrevocably paid" or to "irrevocable payment" refer to
                     payments that cannot be set aside, recovered, rescinded or
                     required to be returned for any reason.

                            (h) Borrowers' Financial Condition. The Company is
                     familiar with the financial condition of each Co-Borrower,
                     each Co-Borrower is familiar with the financial condition
                     of the Company and each Borrower has executed and delivered
                     this Agreement based on that Borrower's own judgment and
                     not in reliance upon any statement or representation of the
                     Agent or any Lender. The Lenders and the Agent shall have
                     no obligation to provide any Borrower with any advice
                     whatsoever or to inform any Borrower at any time of the
                     Lenders' actions, evaluations or conclusions on the
                     financial condition or any other matter concerning the
                     Borrowers.

                            (i) Bankruptcy of the Borrowers. Each Borrower
                     expressly agrees that, to the extent permitted by
                     applicable law, the liabilities and obligations of that
                     Borrower under this Agreement shall not in any way be
                     impaired or otherwise affected by the institution by or
                     against any other Borrower or any other Person of any
                     bankruptcy, reorganization, arrangement, insolvency or
                     liquidation proceedings, or any other similar proceedings
                     for relief under any bankruptcy law or similar law for the
                     relief of debtors and that any discharge of any of the
                     Obligations pursuant to any such bankruptcy or similar law
                     or other law shall not diminish, discharge or otherwise
                     affect in any way the obligations of that Borrower under
                     this Agreement, and that upon the institution of any of the
                     above actions, such obligations shall be enforceable
                     against that Borrower.

                                      -15-

<PAGE>

                          (j) Limitation; Insolvency Laws. As used in this
                     Section 10.17(j): (a) the term "Applicable Insolvency Laws"
                     means the laws of the United States of America or of any
                     State, province, nation or other governmental unit relating
                     to bankruptcy, reorganization, arrangement, adjustment of
                     debts, relief of debtors, dissolution, insolvency,
                     fraudulent transfers or conveyances or other similar laws
                     (including, without limitation, 11 U. S. C. 547, 548, 550
                     and other "avoidance" provisions of Title 11 of the United
                     Stated Code) as applicable in any proceeding in which the
                     validity and/or enforceability of this Agreement against
                     any Borrower, or any Specified Lien is in issue; and (b)
                     "Specified Lien" means any security interest, mortgage,
                     lien or encumbrance granted by any Borrower securing the
                     Obligations, in whole or in part. Notwithstanding any other
                     provision of this Agreement, if, in any proceeding, a court
                     of competent jurisdiction determines that with respect to
                     any Borrower, this Agreement or any Specified Lien would,
                     but for the operation of this Section, be subject to
                     avoidance and/or recovery or be unenforceable by reason of
                     Applicable Insolvency Laws, this Agreement and each such
                     Specified Lien shall be valid and enforceable against such
                     Borrower, only to the maximum extent that would not cause
                     this Agreement or such Specified Lien to be subject to
                     avoidance, recovery or unenforceability. To the extent that
                     any payment to, or realization by, the Lenders or the Agent
                     on the Obligations exceeds the limitations of this Section
                     and is otherwise subject to avoidance and recovery in any
                     such proceeding, the amount subject to avoidance shall in
                     all events be limited to the amount by which such actual
                     payment or realization exceeds such limitation, and this
                     Agreement as limited shall in all events remain in full
                     force and effect and be fully enforceable against such
                     Borrower. This Section is intended solely to reserve the
                     rights of the Lenders and the Agent hereunder against each
                     Borrower, in such proceeding to the maximum extent
                     permitted by Applicable Insolvency Laws and neither the
                     Borrowers, any guarantor of the Obligations nor any other
                     Person shall have any right, claim or defense under this
                     Section that would not otherwise be available under
                     Applicable Insolvency Laws in such proceeding.

              (q)    Schedule 1 to the Credit Agreement is hereby amended in its
       entirety to read as set forth on Schedule 1 hereto.

              (r)    Exhibits A, B and D to the Credit Agreement are hereby
       amended in their entirety to read as set forth on Exhibits A, B and D
       hereto.

              (s)    A new Exhibit E, in the form set forth on Exhibit E hereto,
       is added to the Credit Agreement.

                                      -16-

<PAGE>

       3. Amendments to Pledge and Security Agreement. The Pledge and Security
Agreement is hereby amended as follows:

              (a) Except as otherwise provided in this Amendment, all references
       in the Pledge and Security Agreement to "the Borrower" shall mean and
       refer to "the Borrowers," "each Borrower," or "the applicable Borrower,"
       as the context may require. All references in Sections 5(n) and 10.04(a)
       of the Pledge and Security Agreement to "the Borrower" shall mean and
       refer to "the Company."

              (b) Section 3 of the Pledge and Security Agreement is hereby
       amended in its entirety to read as follows:

                  Section 3. REPORTS CONCERNING EXISTING COLLATERAL AND
              HEREAFTER ACQUIRED COLLATERAL. From time to time hereafter as
              reasonably requested by the Agent, the Company will promptly give
              a written report to the Agent describing and listing each
              document, instrument or other paper which evidences, secures,
              guarantees, insures or pertains to any item of the Collateral
              whether now or hereafter owned, acquired or held by the Borrowers.
              Such written report shall contain sufficient information to enable
              the Agent to identify each such document, instrument or other
              paper. The Company (a) upon the request of the Agent, shall
              promptly provide additional information concerning, or a more
              complete description of, each such document, instrument or other
              paper and (b) at the request of the Agent, shall promptly deliver
              the same to the Agent. The Co-Borrowers shall, at the request of
              the Company, cooperate with the Company in complying with the
              requirements of this Section 3.

              (c) Section 16 of the Pledge and Security Agreement is hereby
       amended in its entirety to read as follows:

                  Section 16. NOTICES. Reasonable notification of the time and
              place of any public sale of any Collateral, or reasonable
              notification of the time after which any private sale or other
              intended disposition of any of the Collateral is to be made shall
              be sent to the Company (with a copy to any applicable Co-Borrower)
              and to any other person entitled under the Code to notice;
              provided, that if any of the Collateral threatens to decline
              speedily in value, or is of a type customarily sold on a
              recognized market, the Agent may sell or otherwise dispose of the
              Collateral without notification, advertisement, or other notice of
              any kind. The Borrowers acknowledge and agree that Mortgage Loans
              are property of a type subject to widely distributed standard
              price quotations and Mortgage-backed Securities are property of a
              type ordinarily sold on a recognized market, and agrees that the
              Agent may purchase Mortgage Loans and Mortgage-backed Securities
              at a private sale thereof and may sell Mortgage-backed Securities
              without providing prior notice thereof to the Borrower. It is
              agreed that notice sent or given not less than ten (10) calendar
              days prior to the taking of the action to which the notice relates
              is reasonable notification and notice of the purposes of this
              Section 16. All notices and other communications provided for in
              this Agreement shall be given to the parties at their respective
              addresses set forth in

                                      -17-

<PAGE>

            the Credit Agreement or, as to each such party, at such other
            address as shall be designated by such party in a written notice to
            the other parties in accordance with the Credit Agreement. All such
            notices and other communications shall be given by one or more of
            the means specified in Section 10.01 of the Credit Agreement and,
            upon being so given, shall be deemed to have been given as of the
            earliest time specified in said Section 10.01 for the means so used.
            Each Co-Borrower hereby authorizes the Agent to send all notices of
            sale of any Collateral to the Company, on behalf of such
            Co-Borrower, and the Company undertakes to provide such notices to
            the applicable Co-Borrower(s).

            (d)   Clause FIFTH of Section 17 of the Pledge and Security
       Agreement is hereby amended in its entirety to read as follows:

                  Fifth: the balance (if any) of such proceeds shall be paid to
            the Borrowers, their successors or assigns, or as a court of
            competent jurisdiction may direct, provided, that if such proceeds
            are not sufficient to satisfy the Obligations in full, the Company
            and, to the extent provided in Section 10.19 of the Credit
            Agreement, each Co-Borrower, shall remain liable to the Agent and
            the Lenders for any deficiency.

            (e)   Attachments 1, 2, 3, 5 and 6 to the Pledge and Security
       Agreement are hereby amended in their entirety to read as set forth on
       Attachments 1, 2, 3, 5 and 6 hereto.

       4. Exiting Lender. Effective as of December 12, 2001 (the "Exit Payoff
Date"), the Commitment Amount of First Union National Bank ("First Union") shall
terminate. If the outstanding principal balance of all Loans on the Exit Payoff
Date exceeds the sum of the Commitment Amounts, after giving effect to such
termination, the Company shall repay the Loans in the amount of such excess,
together with all interest, fees and other amounts payable to First Union, if
any, under the Credit Agreement as of the Exit Date. Provided there is no
Default or Event of Default or any other failure to satisfy the conditions
pursuant to Loans under the Credit Agreement on the Exit Date, the Agent shall
request that each of the Lenders (other than First Union) make Loans on the Exit
Date in the amount, if any, required to increase its outstanding Loans to its
Percentage Share of all outstanding Loans, and shall deliver the proceeds of
such Loans to the Agent; provided, however, that should any Lender fail to make
such Loans on the Exit Date, the Company shall repay the Loans in the amount
that such Lender failed to deliver to the Agent. The aggregate unpaid principal
amount of the Loans made by First Union under the Credit Agreement, together
with all interest, fees and other amounts, if any, payable to First Union under
the Credit Agreement as of the Exit Date (the "Payoff Amount"), shall be repaid
in full from the funds provided by the Company and the proceeds of Loans made by
the other Lenders. The Agent shall distribute to First Union by not later than
3:00 P.M. (Minneapolis time) on the Exit Date out of the proceeds of the funds
provided by the Company and the Loans made by the other Lenders for such
purpose, the amount required to pay First Union's Payoff Amount in full,
whereupon: (a) First Union shall no longer be a party to the Credit Agreement;
and (b) First Union shall not be deemed to be a "Lender" for any purpose under
the Credit Agreement.

                                      -18-

<PAGE>

       5. Conditions to Effectiveness of this Amendment. This Amendment shall
become effective on August 14, 2001 (the "Effective Date"), provided the Agent
shall have received at least eight (8) counterparts of this Amendment, duly
executed by the Company and all of the Lenders, and the following conditions are
satisfied:

              (a) Before and after giving effect to this Amendment, the
       representations and warranties of the Company in Article IV of the Credit
       Agreement and Section 5 of the Pledge and Security Agreement shall be
       true and correct as though made on the date hereof, except for changes
       that are permitted by the terms of the Credit Agreement.

              (b) Before and after giving effect to this Amendment, no Event of
       Default and no Default shall have occurred and be continuing.

              (c) No material adverse change in the business, assets, financial
       condition or prospects of the Company shall have occurred since May 31,
       2000.

              (d) The Agent shall have received the following, each duly
       executed or certified, as the case may be, and dated as of the date of
       delivery thereof:

                  (i)   a new Note payable to each Lender, substantially in the
              form of Exhibit A hereto, in the amount of such Lender's
              respective Commitment Amount (each, a "New Note"), duly executed
              by the Company;

                  (ii)  copy of resolutions of the Board of Directors of the
              Company, certified by its respective Secretary or Assistant
              Secretary, authorizing or ratifying the execution, delivery and
              performance of this Amendment;

                  (iii) a certified copy of any amendment or restatement of
              the Articles of Incorporation or the By-laws of the Company made
              or entered following the date of the most recent certified copies
              thereof furnished to the Lenders;

                  (iv)  certified copies of all documents evidencing any
              necessary corporate action, consent or governmental or regulatory
              approval (if any) with respect to this Amendment;

                  (v)   a certificate of good standing for the Company in the
              jurisdiction of its incorporation, certified by the appropriate
              governmental official as of a date not more than 10 days prior to
              the Effective Date; and

                  (vi)  such other documents, instruments, opinions and
              approvals as the Agent may reasonably request.

              (e) Each of the Lenders shall have received an upfront fee in the
       amount set forth on Schedule 6 to this Amendment.

              (f) The Agent shall have received the amendment fee required by
       Section 10.02 of the Credit Agreement.

                                      -19-

<PAGE>

       6. Acknowledgments. The Company and each Lender acknowledge that, as
amended hereby, the Credit Agreement and the Pledge and Security Agreement
remain in full force and effect with respect to the Company and the Lenders, and
that each reference to the Credit Agreement or the Pledge and Security Agreement
in the Loan Documents shall refer to the Credit Agreement or the Pledge and
Security Agreement as applicable, amended hereby. The Company confirms and
acknowledges that it will continue to comply with the covenants set out in the
Credit Agreement and the other Loan Documents, as amended hereby, and that its
representations and warranties set out in the Credit Agreement and the other
Loan Documents, as amended hereby, are true and correct as of the date of this
Amendment. The Company represents and warrants that (i) the execution, delivery
and performance of this Amendment is within its corporate powers and has been
duly authorized by all necessary corporate action; (ii) this Amendment has been
duly executed and delivered by the Company and constitutes the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms (subject to limitations as to enforceability which might result
from bankruptcy, insolvency, or other similar laws affecting creditors' rights
generally and general principles of equity) and (iii) no Events of Default or
Unmatured Events of Default exist.

       7. General.

            (a)   The Company agrees to reimburse the Agent upon demand for all
       reasonable expenses (including reasonable attorneys fees and legal
       expenses) incurred by the Agent in the preparation, negotiation and
       execution of this Amendment and any other document required to be
       furnished herewith, and to pay and save the Lenders harmless from all
       liability for any stamp or other taxes which may be payable with respect
       to the execution or delivery of this Amendment, which obligations of the
       Company shall survive any termination of the Credit Agreement.

            (b)   This Amendment may be executed in as many counterparts as may
       be deemed necessary or convenient, and by the different parties hereto on
       separate counterparts, each of which, when so executed, shall be deemed
       an original but all such counterparts shall constitute but one and the
       same instrument.

            (c)   Any provision of this Amendment which is prohibited or
       unenforceable in any jurisdiction shall, as to such jurisdiction, be
       ineffective to the extent of such prohibition or unenforceability without
       invalidating the remaining portions hereof or affecting the validity or
       enforceability of such provisions in any other jurisdiction.

            (d)   This Amendment shall be governed by, and construed in
       accordance with, the internal law, and not the law of conflicts, of the
       State of Minnesota, but giving effect to federal laws applicable to
       national banks.

            (e)   This Amendment shall be binding upon the Company, the Lenders,
       the Agent and their respective successors and assigns, and shall inure to
       the benefit of the Company, the Lenders, the Agent and the successors and
       assigns of the Lenders and the Agent.

                                      -20-

<PAGE>

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

                                              CH MORTGAGE COMPANY I, LTD.

                                              By: CH Mortgage Company GP, Inc.,
                                                  its General Partner



                                              By: /s/ Randall C. Present
                                                  ------------------------------
                                                    Randall C. Present
                                                    President



                                              U.S. BANK NATIONAL ASSOCIATION,
                                              as Agent and Lender



                                              By: /s/ Kathleen M. Connor
                                                  ------------------------------
                                                    Kathleen M. Connor
                                                    Vice President



                                              RESIDENTIAL FUNDING CORPORATION



                                              By: /s/ Brian Hilberth
                                                  ------------------------------
                                                    Brian Hilberth
                                                    Director



                                              FIRST UNION NATIONAL BANK



                                              By: /s/ Anthony Alfieri
                                                  ------------------------------
                                                    Anthony Alfieri
                                                    Senior Credit Officer



            [Signature Pages to Second Amendment to Credit Agreement
             and Second Amendment to Pledge and Security Agreement]

                                       S-1

<PAGE>

                                              NATIONAL CITY BANK OF KENTUCKY



                                              By:_______________________________
                                                      Gary W. Sieveking
                                                      Vice President

            [Signature Pages to Second Amendment to Credit Agreement
             and Second Amendment to Pledge and Security Agreement]

                                       S-2