Exhibit 10.2
                                    AMENDMENT
                                       TO
                        PURCHASE AND ASSUMPTION AGREEMENT


         This Amendment ("Amendment") to the Purchase and Assumption Agreement
("Agreement") is entered into as of this 18th day of April, 2003 by and between
MATRIX FINANCIAL SERVICES CORPORATION, an Arizona corporation ("Seller"), MATRIX
CAPITAL BANK, a federal savings bank ("Parent"), and AMPRO MORTGAGE CORPORATION,
a Delaware corporation ("Purchaser"). Capitalized terms used herein and not
otherwise defined shall have the meanings given them in the Agreement.

         WHEREAS, the loan production levels of the Acquired Division have
increased to a level where the parties believe it is in the best interests of
Seller to enter into the Countrywide Early Purchase Program (as defined below);
and

         WHEREAS, the parties have determined, based on internal business
considerations of Seller and Parent, not to expand the limits of the Warehouse
Agreement; and

         WHEREAS, the parties desire to amend certain of the terms of the
Agreement in accordance with, and as set forth in, this Amendment.

         NOW, THEREFORE, in consideration of the premises and the mutual
undertakings set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

         1. Amendment of Exhibit A-1. Exhibits A-1 of the Agreement shall be and
hereby is amended to include (in addition to the contents of Exhibit A-1
immediately prior to the effective date of this Amendment) each of the
additional bullet point items set forth below:

         o        all  fees,  costs  and  expenses  expressly  set  forth in the
                  Countrywide   Early  Purchase   Program  (as  defined  in  the
                  Operating Plan, as amended hereby);

         o        if and only to the extent that the unpaid principal balance of
                  all Mortgage Loans that are subject to the Warehouse Agreement
                  at any  particular  time  exceeds the sum of (A)  $425,000,000
                  plus  (B)  any   additional   amounts  as  may  be  agreed  to
                  periodically  (e.g.,  on a  day-by-day  basis or  week-by-week
                  basis,  etc.) by Parent in its sole discretion in writing (the
                  sum of (A) and (B) being  referred to herein on each  periodic
                  basis as the  "Warehouse  Limit"  for such  period),  then the
                  interest  rate  payable  by the  Acquired  Division  under the
                  Warehouse Agreement with respect to such excess Mortgage Loans
                  (i.e.,  the  portion  of the  Mortgage  Loans in excess of the
                  Warehouse  Limit  for that  period)  shall be deemed to be the
                  weighted average coupon rate on all Mortgage Loans outstanding
                  under the Warehouse  Agreement for that  particular  period of

<PAGE>

                  time (for such period or date in  question,  the "WAC  Rate").
                  For  purposes of this  provision,  the  agreement of Parent to
                  accept a  Warehouse  Limit in  excess  of  $425,000,000  for a
                  period  of time  may be  made  only in a  writing,  which  may
                  include e-mail, executed by the President,  CEO, CFO or COO of
                  the Parent;  and such  writing must specify the period of time
                  during  which  such  additional  Warehouse  Limit in excess of
                  $425,000,000   is  effective   (otherwise,   such  writing  or
                  agreement   shall  be   ineffective   for   purposes  of  this
                  provision).  By  way  of  example,  if (C)  the  total  unpaid
                  principal  balance  of  all  loans  that  are  subject  to the
                  Warehouse  Agreement  on May 1, 2003 is  $475,000,000  and (D)
                  through  an  e-mail  from the CFO of  Parent to the CFO of the
                  Acquired Division, Parent has agreed that for May 1, 2003 only
                  the  Warehouse  Limit for that day is  $450,000,000,  then the
                  weighted average coupon rate on the  $475,000,000  outstanding
                  on May 1,  2003  shall be the  interest  rate  payable  by the
                  Acquired  Division with respect to the excess  Mortgage  Loans
                  with unpaid principal balance of $25 million.  Notwithstanding
                  the  foregoing,  for the period from (E) the  Initial  Closing
                  Date to the date through and including  April 18, 2003, if and
                  only to the extent  that the unpaid  principal  balance of all
                  Mortgage  Loans that are or were the subject of the  Warehouse
                  Agreement exceeds $425,000,000, then the interest rate payable
                  by the Acquired  Division  under the Warehouse  Agreement with
                  respect to such  excess  Mortgage  Loans shall be deemed to be
                  the WAC Rate and (F) for the days of April 19,  20, 21 and 22,
                  no such  excess  shall be deemed to have  existed  (i.e.,  the
                  Applicable-Covered  Rate  and not the WAC  Rate  shall  be the
                  applicable  rate  charged for such excess  Mortgage  Loans for
                  those four days).

         o        without  limiting  the  generality  of the  foregoing,  on any
                  Mortgage Loans delivered to Countrywide  under the Countrywide
                  Early  Purchase  Program  , the  Applicable-Covered  Rate  (as
                  defined  in the  Warehouse  Agreement)  in  lieu  of the  rate
                  charged to Seller under Section 7(a) of the Countrywide  Early
                  Purchase  Program  (which is the sum of (i) the applicable SRP
                  Enhancement Percent plus (ii) the one month LIBOR rate);


         2. Amendment of Exhibit B. Exhibit B of the Agreement shall be and
hereby is amended to add as a new sixth paragraph to Exhibit B the following:

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<PAGE>

                  Notwithstanding anything in the immediately previous paragraph
         to the contrary, the Acquired Division shall enter into that certain
         Early Purchase Program Addendum to Loan Purchase Agreement with
         Countrywide Home Loans, Inc. in an initial amount of $100,000,000 (the
         "Countrywide Early Payment Program"). The Acquired Division will use
         commercially reasonable efforts to use the financing available under
         the Warehouse Agreement before submitting loans for sale under the
         Countrywide Early Purchase Program. Purchaser hereby covenants and
         agrees that the Acquired Division shall not submit for sale any
         Mortgage Loans under the Countrywide Early Purchase Program unless at
         the time in question the unpaid principal balance of all Mortgage Loans
         subject to the Warehouse Agreement exceeds $420,000,000(or such lesser
         amount as has been made available at that time to the Acquired Division
         under the Warehouse Agreement less $5,000,000); provided that the
         Purchaser shall not be deemed to have violated or breached this
         covenant if the Executive Committee or the board of directors of Seller
         specifically directs in writing the Acquired Division to utilize the
         Countrywide Early Purchase Program notwithstanding the outstanding
         balance under the Warehouse Agreement at the time in question.

         3. Other Terms.

         (a) Purchaser hereby acknowledges and agrees that the execution,
delivery and performance by Seller of the Countrywide Early Purchase Program
shall not be deemed to be a breach of any representation, warranty, covenant or
agreement on the part of Purchaser, Seller or Parent. Purchaser specifically
consents to and approves of the Countrywide Early Purchase Program.

         (b) In addition to and without limiting the generality of the
provisions of Section 7.2 of the Agreement, but subject to the terms and
conditions set forth in the Agreement (other than those expressly amended by
this Amendment), Purchaser shall indemnify and hold Seller and Parent, and their
respective officers, directors, employees, agents and Affiliates (as defined in
the Agreement) harmless against and in respect of, and shall reimburse each
Indemnified Party (as defined in the Agreement) for, any and all Losses (as
defined in the Agreement) arising out of, resulting from or relating to any
breach or non-performance by the Acquired Division (through Seller) of any term,
condition or provision of the Countrywide Early Purchase Program and/or the
agreements and documents delivered in connection therewith. The foregoing
indemnification shall not be subject to the "indemnification cap" specified in
Section 7.3(c) of the Agreement and shall be subject to the four (4) year
limitations period specified in Section 7.3(b) of the Agreement. Notwithstanding
the foregoing, the foregoing indemnification shall not apply and shall have no
force and effect with respect to any particular indemnified event if the breach
or non-performance by the Acquired Division results directly from an action or
inaction on the part of the Acquired Division taken or not taken specifically at
the written direction of the Executive Committee or the board of directors of
Seller.

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<PAGE>

         4. No Other Terms Amended. Except to the extent expressly provided in
Section 1 of this Amendment, all terms of the Agreement shall remain in full
force and effect and unaffected by the terms of this Amendment.

         5. Counterparts. This Amendment may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.


                    [SIGNATURES APPEAR ON THE FOLLOWING PAGE]








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<PAGE>



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

                                      MATRIX FINANCIAL SERVICES CORPORATION


                                      By:______________________________
                                         Name:
                                         Title:

                                      MATRIX CAPITAL BANK


                                      By:______________________________
                                         Name:
                                         Title:

                                      AMPRO MORTGAGE CORPORATION



                                      By:______________________________
                                         Name:
                                         Title:








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