MODIFICATION AGREEMENT                 EXHIBIT 10.1



DATE:             December 1, 1995

PARTIES:          Borrower: CH MORTGAGE COMPANY,
                            a Colorado corporation formerly known as
                            American Western Mortgage Company.

                  Bank:     BANK ONE, ARIZONA, NA,
                            a national banking association.


RECITALS:

         A. Bank has  extended to  Borrower  credit  ("Loan")  in the  principal
amount  of  $25,000,000.00   pursuant  to  the  Amended  and  Restated  Mortgage
Warehousing  Credit  and  Security  Agreement,   dated  July  1,  1995  ("Credit
Agreement"),   and  evidenced  by  the  Replacement  Revolving  Line  of  Credit
Promissory Note,  dated July 1, 1995 ("Note").  The unpaid principal of the Loan
as of the date hereof is $0.

         B. The Loan is secured by, among other things, the collateral described
in the Credit Agreement (the agreements, documents, and instruments securing the
Loan and the Note are referred to individually and collectively as the "Security
Documents")  (The Note,  the  Credit  Agreement,  the  Security  Documents,  any
arbitration resolution, any environmental certification and indemnity agreement,
and all other agreements,  documents,  and instruments evidencing,  securing, or
otherwise  relating  to the Loan are  sometimes  referred  to  individually  and
collectively as the "Loan Documents").

         D.  Borrower  has  requested  that  Bank  modify  the Loan and the Loan
Documents as provided herein. Bank is willing to so modify the Loan and the Loan
Documents, subject to the terms and conditions herein.

AGREEMENT:

For good and valuable  consideration,  the receipt and  sufficiency of which are
hereby acknowledged, Borrower and Bank agree as follows:

1.       ACCURACY OF RECITALS.

Borrower acknowledges the accuracy of the Recitals.

2.       MODIFICATION OF LOAN DOCUMENTS.

         2.1 The Loan Documents are modified,  effective as of December 1, 1995,
as follows:


              2.1.1 The definition of Floating Rate, as set forth in Section 1.1
of the Credit Agreement, is hereby deleted

              2.1.2 The "Maturity Date", as defined in Section 1.1 of the Credit
Agreement, is hereby changed from December 1, 1995 to December 1, 1996.

              2.1.3 Section 2.4(d) of the Credit  Agreement is hereby amended as
follows:

                          (a) The  phrase  "Floating  Rate" is  deleted  and the
              phrase "Prime Rate" is substituted therefor.

                          (b) The following  sentences are hereby added thereto,
              immediately after the first sentence:

                    Interest at the Default  Rate shall be computed on the basis
                    of a 360 day year and accrue on a daily basis for the actual
                    number of days elapsed. The Default Rate will change on each
                    day that the Prime Rate changes.

              2.1.4  Section  2.4(e)(ii)  of  the  Credit  Agreement  is  hereby
deleted.

              2.1.5  Section  2.4(e)(iii)  of the  Credit  Agreement  is  hereby
deleted.

              2.1.6 The following  phrase is hereby added at the end of the last
sentence of Paragraph  3.7 of the Credit  Agreement:  "except that Bank shall be
responsible to pay the cost of shipping the Collateral Documents from Bank to an
Approved Bailee pursuant to the terms of an Approved Bailee Agreement."

              2.1.7 Section A(3) of Exhibit A to the Credit  Agreement is hereby
modified by inserting  the phrase "If required by Bank" at the beginning of each
of the first two (2) sentences thereof.

              2.1.8 Exhibit B to the Credit  Agreement is hereby  amended in its
entirety to mean that document attached hereto as Exhibit B.

         2.2 Each of the Loan  Documents is modified to provide that it shall be
a default or an event of default  thereunder  if  Borrower  shall fail to comply
with  any of the  covenants  of  Borrower  herein  or if any  representation  or
warranty  by Borrower  herein or by any  guarantor  in any  related  Consent and
Agreement of Guarantor(s) is materially incomplete,  incorrect, or misleading as
of the date hereof.

         2.3 Each  reference in the Loan  Documents to any of the Loan Documents
shall be a reference to such document as modified herein.

3.  RATIFICATION OF LOAN DOCUMENTS AND COLLATERAL.

The Loan  Documents  are  ratified  and affirmed by Borrower and shall remain in
full force and effect as modified herein. Any property or rights to or interests
in property  granted as security in the Loan Documents  shall remain as security
for the Loan and the obligations of Borrower in the Loan Documents.

4.  BORROWER REPRESENTATIONS AND WARRANTIES.

Borrower represents and warrants to Bank:

         4.1 No default or event of default  under any of the Loan  Documents as
modified herein,  nor any event,  that, with the giving of notice or the passage
of time or both,  would be a  default  or an event  of  default  under  the Loan
Documents as modified herein has occurred and is continuing.

         4.2  There  has  been  no  material  adverse  change  in the  financial
condition  of Borrower or any other person whose  financial  statement  has been
delivered  to Bank in  connection  with the Loan from the most recent  financial
statement received by Bank.

         4.3 Each and all representations and warranties of Borrower in the Loan
Documents are accurate on the date hereof.

         4.4 Borrower has no claims,  counterclaims,  defenses, or set-offs with
respect to the Loan or the Loan Documents as modified herein.

         4.5 The Loan  Documents as modified  herein are the legal,  valid,  and
binding obligation of Borrower,  enforceable against Borrower in accordance with
their terms.

         4.6  Borrower  is validly  existing  under the laws of the State of its
formation or  organization  and has the requisite power and authority to execute
and deliver this Agreement and to perform the Loan Documents as modified herein.
The execution and delivery of this  Agreement  and the  performance  of the Loan
Documents as modified herein have been duly  authorized by all requisite  action
by or on behalf of Borrower. This Agreement has been duly executed and delivered
on behalf of Borrower.

5.  BORROWER COVENANTS.

Borrower covenants with Bank:

         5.1  Borrower  shall  execute,   deliver,  and  provide  to  Bank  such
additional agreements, documents, and instruments as reasonably required by Bank
to effectuate the intent of this Agreement.

         5.2 Borrower fully,  finally,  and forever releases and discharges Bank
and  its  successors,  assigns,  directors,  officers,  employees,  agents,  and
representatives  from any and all  actions,  causes of  action,  claims,  debts,
demands, liabilities, obligations, and suits, of whatever kind or nature, in law
or equity of Borrower,  whether now known or unknown to Borrower, (i) in respect
of the Loan, the Loan Documents,  or the actions or omissions of Bank in respect
of the Loan or the Loan Documents and (ii) arising from events  occurring  prior
to the date of this Agreement.

         5.3   Contemporaneously   with  the  execution  and  delivery  of  this
Agreement, Borrower has paid to Bank:

                  5.3.1 All accrued and unpaid  interest  under the Note and all
amounts,  other than interest and  principal,  due and payable by Borrower under
the Loan Documents as of the date hereof.

                  5.3.2  All  the  internal  and  external  costs  and  expenses
incurred  by  Bank  in  connection  with  this  Agreement  (including,   without
limitation,  inside and outside  attorneys,  processing,  filing,  and recording
costs, expenses, and fees).

                  5.3.3 A Commitment  Fee of one-eighth  of one percent  (.125%)
per annum of the Commitment amount (i.e., $31,250.00).

6.       EXECUTION AND DELIVERY OF AGREEMENT BY BANK.

Bank  shall  not be bound by this  Agreement  until  (i) Bank has  executed  and
delivered this Agreement,  (ii) Borrower has performed all of the obligations of
Borrower  under  this  Agreement  to be  performed  contemporaneously  with  the
execution and delivery of this Agreement,  (iii) each  guarantor(s) of the Loan,
if  any,  has  executed  and  delivered  to  Bank a  Consent  and  Agreement  of
Guarantor(s),  and (iv) if required by Bank,  Borrower and any guarantor(s) have
executed  and  delivered to Bank an  arbitration  resolution,  an  environmental
questionnaire, and an environmental certification and indemnity agreement.

7.       INTEGRATION, ENTIRE AGREEMENT, CHANGE, DISCHARGE, TERMINATION,
         OR WAIVER.

The Loan  Documents as modified  herein contain the complete  understanding  and
agreement  of Borrower and Bank in respect of the Loan and  supersede  all prior
representations,   warranties,  agreements,  arrangements,  understandings,  and
negotiations.  No  provision  of the Loan  Documents  as modified  herein may be
changed,  discharged,  supplemented,  terminated,  or waived except in a writing
signed by the parties thereto.

8.       BINDING EFFECT.

The Loan  Documents as modified  herein shall be binding upon and shall inure to
the  benefit of  Borrower  and Bank and their  successors  and  assigns  and the
executors, legal administrators,  personal representatives, heirs, devisees, and
beneficiaries of Borrower, provided, however, Borrower may not assign any of its
right  or  delegate  any of its  obligation  under  the Loan  Documents  and any
purported assignment or delegation shall be void.

9.       CHOICE OF LAW.

This Agreement shall be governed by and construed in accordance with the laws of
the State of Arizona, without giving effect to conflicts of law principles.

10.      COUNTERPART EXECUTION.

This Agreement may be executed in one or more counterparts,  each of which shall
be deemed an original and all of which  together  shall  constitute  one and the
same  document.  Signature  pages  may be  detached  from the  counterparts  and
attached to a single copy of this Agreement to physically form one document.

DATED as of the date first above stated.




                                     CH MORTGAGE COMPANY, a Colorado       
                                     corporation formerly known as American
                                     Western Mortgage Company              
                                     

                                     By:  /s/ Julie E. Collins
                                        ---------------------------------------
                                     Name:    Julie E. Collins
                                           ------------------------------------
                                     Title:   Vice President  
                                            -----------------------------------
                                                          BORROWER



                                     BANK ONE, ARIZONA, NA,          
                                     a national banking association  
                                                                     
                                                                     
                                                                     
                                     By:  /s/ Rhonda R. Williams
                                         --------------------------------------
                                     Name:    Rhonda R. Williams
                                           ------------------------------------
                                     Title:   Assistant Vice President
                                           ------------------------------------
                                                          BANK