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                                                                   EXHIBIT 10.35

                               FIRST AMENDMENT TO
                                CREDIT AGREEMENT

         THIS FIRST AMENDMENT TO CREDIT AGREEMENT (the "Amendment") dated as of
August 14, 2000 between CH Mortgage Company I, Ltd., a Texas limited partnership
("Borrower"), U.S. Bank National Association, as agent ("Agent") and Lenders
referred to below ("Lenders").

         WITNESSETH THAT:

         WHEREAS, the Borrower, the Lenders and the Agent are parties to a
Credit Agreement dated as of August 13, 1999 (the "Credit Agreement"), pursuant
to which the Lenders provide the Borrower with a revolving mortgage warehousing
credit facility;

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

         NOW, THEREFORE, for value received, the receipt and sufficiency of
which are hereby acknowledged, the Borrower 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)   The following definitions in Section 1.01 of the Credit
         Agreement are hereby amended in their entirety to read as follows:

                    "Borrower's Consolidated Tangible Net Worth" means, as of
              any date, the remainder of (a) all assets of Borrower and the
              Restricted Subsidiaries on a Consolidated basis minus (b) the sum
              of (i) all GAAP Indebtedness and all Contingent Indebtedness of
              Borrower and the Restricted Subsidiaries, (ii) all assets of
              Borrower and the Restricted Subsidiaries which would be classified
              as intangible assets under GAAP, including Capitalized Servicing
              Rights, goodwill (whether representing the excess cost over book
              value of assets acquired or otherwise), patents, trademarks, trade
              names, copyrights, franchises, deferred charges and intercompany
              receivables, (iii) investments in and advances to Unrestricted
              Subsidiaries, and (iv) investments in and advances (other than
              loans permitted pursuant to Section 6.05(f)) to JV's plus (c) the
              Market Value of Borrower's servicing rights.

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                            "Drawdown Termination Date" means the earlier of
                     August 14, 2001, or the day on which the Notes first become
                     due and payable in full.

                        "Majority Lenders" means (i) if there are less than
                  three Lenders, Lenders collectively having Percentage Shares
                  totaling in the aggregate one hundred percent (100%); and (ii)
                  if there are three or more Lenders, Lenders collectively
                  having Percentage Shares totaling in the aggregate at least
                  sixty percent (60%).

                  (b)   Section 1.01 of the Credit Agreement is further amended
         to add the following definition in the appropriate alphabetical order:

                        "JV" means a joint venture (whether structured as a
                  corporation, partnership, limited liability company, or other
                  entity or arrangement) between the Borrower and one or more
                  builders, developers, title companies, or other service
                  providers in the residential real estate industry for the
                  purpose of making Mortgage Loans.

                  (c)   Section 6.05 of the Credit Agreement is hereby amended
         in its entirety to read as follows:

                        Section 6.05 Loans, Advances, and Investments. Neither
                  Borrower nor any Restricted Subsidiary shall make any loan
                  (other than Mortgage Loans), advance, or capital contribution
                  to, or investment in (including any investment in any
                  Restricted Subsidiary, joint venture or partnership), or
                  purchase or otherwise acquire any of the capital stock,
                  securities, ownership interests, or evidences of indebtedness
                  of, any Person (collectively, "Investment"), or otherwise
                  acquire any interest in, or control of, another Person, except
                  for the following:

                        (a)    Cash Equivalents;

                        (b)    Any acquisition of securities or evidences of
                  indebtedness of others when acquired by Borrower in settlement
                  of accounts receivable or other debts arising in the ordinary
                  course of its business, so long as the aggregate amount of any
                  such securities or evidences of indebtedness is not material
                  to the business or condition (financial or otherwise) of
                  Borrower;

                        (c)    Mortgage Notes acquired in the ordinary course of
                  Borrower's business;

                        (d)    Investment in any Subsidiary or JV; provided that
                  at the time any such investment is made and immediately
                  thereafter, Borrower and the Restricted Subsidiaries are in
                  compliance with all covenants set forth in the Loan Documents
                  and no Default or Event of Default shall have occurred and be
                  continuing;

                        (e)    Loans to officers or employees in an aggregate
                  amount not to exceed $300,000; and

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                   (f)   Loans made to JV's in an amount not to exceed
              $10,000,000 at any one time outstanding, secured by Mortgage Loans
              originated with the proceeds of such loans and covered by a bona
              fide current, unused and unexpired whole loan commitment issued in
              favor of and held by such JV made by an Approved Investor or the
              Borrower.

              (d)  Schedule 5 to the Credit Agreement is hereby amended in its
         entirety to read as set forth on Schedule 5 hereto.

         3.   Exiting Lender. On the Effective Date, the aggregate unpaid
principal amount of the Loans made by Hibernia Bank ("Hibernia") under the
Credit Agreement and related Note together with all interest, fees and other
amounts, if any, payable to Hibernia hereunder as of the Effective Date (the
"Payoff Amount"), shall be repaid in full from the proceeds of Loans made by the
remaining Lenders, and the Commitment of Hibernia under the Credit Agreement
shall terminate. The Agent shall distribute to Hibernia by not later than 3:00
P.M. (Minneapolis time) on the Effective Date out of the proceeds of the Loans
made for such purpose, the amount required to pay Hibernia's Payoff Amount in
full, whereupon Hibernia shall no longer be a party to the Credit Agreement.

         4.   Conditions to Effectiveness of this Amendment. This Amendment
shall become effective when the Agent shall have received at least eight (8)
counterparts of this Amendment, duly executed by the Borrower and all of the
Lenders, provided the following conditions are satisfied:

              (a)  Before and after giving effect to this Amendment, the
         representations and warranties of the Borrower 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 Borrower shall have occurred since May
         31, 1999.

              (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 holding a Commitment
              from and after the Effective Date, in the amount of such Lender's
              respective Commitment Amount after giving effect to the increase
              thereof pursuant to this Amendment (each, a "New Note"), duly
              executed by the Company;

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                           (ii)  copy of resolutions of the Board of Directors
                  of the Borrower, 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 Borrower 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 Borrower
                  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)      The Agent shall have received the amendment fee
         required by Section 10.02 of the Credit Agreement.

         5.       Acknowledgments. The Borrower and each Lender acknowledge
that, as amended hereby, the Credit Agreement remains in full force and effect
with respect to the Borrower and the Lenders, and that each reference to the
Credit Agreement in the Loan Documents shall refer to the Credit Agreement as
amended hereby. The Borrower 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 Borrower 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 Borrower and constitutes the legal, valid and binding obligation of the
Borrower, enforceable against the Borrower 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.

         6.       General.

                  (a) The Borrower 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

                                      -4-

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       execution or delivery of this Amendment, which obligations of the
       Borrower 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 Borrower, the
       Lenders, the Agent and their respective successors and assigns, and shall
       inure to the benefit of the Borrower, the Lenders, the Agent and the
       successors and assigns of the Lenders and the Agent.

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         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/ James D. Dolph
                                                    ----------------------------
                                                      James D. Dolph
                                                      Senior Vice 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/ Sam Bryan
                                                --------------------------------
                                                      Sam Bryan
                                                      Director


                                            HIBERNIA BANK


                                            By: /s/ Susan H. Robinson
                                                --------------------------------
                                                      Susan H. Robinson
                                                      Senior Vice President

             Signature Page to First Amendment to Credit Agreement

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                                                FIRST UNION NATIONAL BANK


                                                By: /s/ Anthony J. Alfieri
                                                    ----------------------------
                                                      Anthony J. Alfieri
                                                      Vice President


                                                NATIONAL CITY BANK OF KENTUCKY


                                                By: /s/ Gary W. Sieveking
                                                    ----------------------------
                                                      Gary W. Sieveking
                                                      Vice President

              Signature Page to First Amendment to Credit Agreement

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