<PAGE>
 
                                                                   EXHIBIT 10.39
                                                                   -------------

                              THIRD AMENDMENT TO
                              ------------------
                      AMENDED AND RESTATED LOAN AGREEMENT
                      -----------------------------------



     THIS DOCUMENT is entered into effective as of March 1, 1998, between MATRIX
FINANCIAL SERVICES CORPORATION, an Arizona corporation ("BORROWER"), the Lenders
listed on the signature page below, and BANK ONE, TEXAS, N.A., as Agent (in that
capacity "AGENT").

     Borrower, Lenders, and Agent have entered into the Amended and Restated
Loan Agreement (as renewed, extended, amended, or restated, the "LOAN
AGREEMENT") dated as of January 31, 1997, providing for loans to Borrower both
on a revolving and a term basis.  Borrower, Lenders, and Agent have agreed, upon
the following terms and conditions, to amend the Loan Agreement to (1) increase
the total Warehouse Commitments to $90,000,000, (2)  increase the B/C-Paper
Sublimit to $45,000,000, (3) increase the Uncommitted-B/C-Paper Sublimit to
$35,000,000, and (4) provide for a discretionary Overline Facility by Bank One,
Texas, N.A., in its individual capacity and in its sole discretion.
Accordingly, for adequate and sufficient consideration, Borrower, Lenders, and
Agent agree as follows:

I.     TERMS AND REFERENCES.  Unless otherwise stated in this document (A) terms
       --------------------                                                     
defined in the Loan Agreement have the same meanings when used in this document
and (B) all references to "Sections", "Schedules", and "Exhibits" are to the
Loan Agreement's sections, schedules, and exhibits.


I.     AMENDMENTS.  The Loan Agreement is amended as follows:
       ----------                                            

       (A) A new sentence is added at the end of RECITAL B as follows:

           Borrower has also requested Bank One, in its individual capacity and
           on a discretionary basis, to provide -- and Bank One is willing to
           consider providing -- Borrowings to Borrower under an Overline
           Facility, subject in all respects to the terms, conditions, and
           limitations of the Loan Documents.

       (B) SECTION 1.1 is amended to add or entirely amend the following
definitions in alphabetical order with the other definitions in that section:


               "BANK ONE" means Bank One, Texas, N.A., in its individual
               capacity.

               "B/C-PAPER SUBLIMIT" means $45,000,000.

               "DRY BORROWING" means EITHER a Warehouse Borrowing OR an Overline
           Borrowing for which, in either case, all of the Collateral Documents
           have been delivered to Agent in accordance with SECTION 4.3.
<PAGE>
 
               "GESTATION BORROWING" means (a) EITHER a Warehouse Borrowing
           (that is a Ratable Borrowing) OR an Overline Borrowing that is (b) in
           either case (i) subject to the Gestation Sublimit and (ii) supported
           by the Borrowing Base for Gestation Collateral.

               "NOTES" means the Warehouse Notes, Swing Note, Overline Note,
           Working-Capital Notes, and Term-Line Notes.

               "OVERLINE BORROWING" means a Borrowing under the Overline
           Facility, which may not be a Committed-B/C Paper Borrowing, a
           Repurchase Borrowing, a Second-Lien Borrowing, or an Uncommitted-B/C
           Borrowing.

               "OVERLINE FACILITY" means $10,000,000, as that amount may be
           canceled or terminated under this agreement.

               "OVERLINE NOTE" means a promissory note executed and delivered by
           Borrower, payable to Bank One's order, in the stated principal amount
           of the Overline Facility, and substantially in the form of EXHIBIT A-
           5, as renewed, extended, amended, or replaced.

               "UNCOMMITTED-B/C-PAPER SUBLIMIT" means $35,000,000.

       (C) A new row is added at the end of the table in the definition of
Applicable-Covered Rate in SECTION 1.1 as follows:

--------------------------------------------------------------------------------
Overline Borrowings        As agreed by Borrower and Bank One from time to time.
--------------------------------------------------------------------------------

       (D) Two new rows are added at the end of the table in the definition of
Applicable Margin in SECTION 1.1 as follows:

--------------------------------------------------------------------------------
Overline Borrowings  Base Rate                As agreed by Borrower and Bank One
                                              from time to time.
--------------------------------------------------------------------------------
                     Fed-Funds Rate or LIBOR  As agreed by Borrower and Bank One
                                              from time to time.
--------------------------------------------------------------------------------

       (E) The first two bullet points in SECTION 2.1 are entirely amended as
follows:

               The SUM (without duplication) of the total Principal Debt PLUS
           the total LC Exposure may never exceed the lesser of EITHER (a) the
           total Combined Commitments and the Overline Facility, OR (b) the
           total Borrowing Base.

               The total Principal Debt of all Warehouse Borrowings may never
           exceed the lesser of EITHER (i) the total Warehouse Commitments OR
           (ii) the SUM of the Borrowing Base for Mortgage Collateral PLUS the
           Borrowing Base for Gestation Collateral MINUS the Principal Debt of
           all Overline Borrowings.

       (F) A new SECTION 2.1(aa) is added to the Loan Agreement immediately
after SECTION 2.1(a) as follows:


                                                                 THIRD AMENDMENT
                                                                 ---------------
<PAGE>
 
               (aa) OVERLINE FACILITY. Borrower may from time to time request
           Bank One to provide Overline Borrowings to it. Bank One does not
           commit to provide any Overline Borrowing but may elect to do so in
           its sole discretion. If Bank One does provide one or more Overline
           Borrowings in its sole discretion, it is not then obligated to
           provide any additional Overline Borrowings. Subject the foregoing
           conditions and the limitations below and other provisions of the Loan
           Documents, Bank One may -- on a revolving basis and on Business Days
           before the Warehouse-Actual-Termination Date -- provide Overline
           Borrowings to Borrower SO LONG AS, in each case, no Overline
           Borrowing may be disbursed that would cause any of the applicable
           limitations in SECTION 2.1(a) or below to be exceeded, which
           limitations must be read together and are not mutually exclusive:

                    The total Principal Debt of all Overline Borrowings may
               never exceed the lesser of EITHER (i) the Overline Facility OR
               (ii) the SUM of the Borrowing Base for Mortgage Collateral PLUS
               the Borrowing Base for Gestation Collateral, MINUS the Principal
               Debt of all Warehouse Borrowings.

                    No Overline Borrowing may be made to the extent that there
               is any Borrowing availability under SECTION 2.1(a).

                    No Overline Borrowing may be made on a day that is not a
               Business Day, or on or after the Warehouse-Actual-Termination
               Date.

                    Each disbursement of an Overline Borrowing must be at least
               $25,000.

       (G) The first bullet point in each of SECTIONS 2.1(b) and 2.1(c) are
entirely amended as follows:


               The SUM (without duplication) of the total Principal Debt PLUS
               the total LC Exposure may never exceed the lesser of EITHER (a)
               the total Combined Commitments and the Overline Facility, OR (b)
               the total Borrowing Base.

       (H) SECTION 2.8 is entirely amended as follows:

               2.8  TERMINATIONS.  All Warehouse Commitments, the Overline
           Facility, and all Working-Capital Commitments automatically terminate
           in full on the Warehouse-Actual-Termination Date, and all Term-Line
           Commitments automatically terminate in full on the Tranche A-Actual-
           Termination Date or Tranche B-Actual-Termination Date (as
           applicable). After giving written and irrevocable notice to Agent and
           each Lender at least five Business Days before the effective date of
           any termination, Borrower may fully or partially terminate the
           Warehouse Commitments, the Working-Capital Commitments, or the Term-
           Line Commitments, or


                                                                 THIRD AMENDMENT
                                                                 ---------------
<PAGE>
 
           any combination of them before those respective dates, and any
           partial termination must be ratable in accordance with each Lender's
           Commitment Percentage. After giving written and irrevocable notice to
           Agent and to Bank One at least five Business Days before the
           effective date of any termination, Borrower may fully or partially
           terminate the Overline Facility. Once terminated, no part of the
           Warehouse Commitment, the Overline Facility, the Working-Capital
           Commitment, or Term-Line Commitment (as applicable) may be reinstated
           except by an amendment to this agreement.

       (I) A new SECTION 2.9 is added as follows:

               2.9  OVERLINE BORROWING PROCEDURES. The conditions and procedures
           of SECTION 2.2 and SECTION 2.4 apply to Overline Borrowings except
           that (a) the Borrowing Request for an Overline Borrowing must be
           delivered to Bank One by 3:00 p.m. on the Borrowing Date and (b) Bank
           One shall then elect in its sole discretion whether to loan that
           Overline Borrowing. If Bank One elects to loan that Overline
           Borrowing, then it shall follow the funding procedures that are
           applicable under SECTIONS 2.2, 2.3, and 2.4.

       (J) The first sentence of SECTION 3.1 is entirely amended as follows:

           The Principal Debt (and related interest) of Warehouse Borrowings
           that are Ratable Borrowings, Warehouse Borrowings that are Swing
           Borrowings, Overline Borrowings, Working-Capital Borrowings, and 
           Term-Line Borrowings is respectively evidenced by the Warehouse
           Notes, Swing Note, Overline Note, Working-Capital Notes, and Term-
           Line Notes.

       (K) The third row after the captions in the table in SECTION 3.3 is
entirely amended as follows:

--------------------------------------------------------------------------------
Principal Debt of Swing Borrowings and Overline Borrowings          On demand
--------------------------------------------------------------------------------

       (L) SECTION 3.5(a)(i) is entirely amended as follows:

               (i)  (a) First to Principal Debt of Overline Borrowings and (B)
           then Principal Debt of Swing Borrowings -- in each case payable
           solely to Agent, which Agent shall distribute in accordance with the
           participation interests in that Principal Debt that any one or more
           Lenders may have purchased and paid for under SECTION 2.5(c).

       (M) The introductory provisions of SECTION 3.5(b)(vi) are entirely
amended as follows:

               (vi) Principal Debt in the order below -- payable ratably to each
           Lender in accordance with its Termination Percentage -- except as the
           order may be rearranged by Agent to the extent possible to avoid the
           application of any Funding Loss for LIBOR Borrowings. For purposes of


                                                                 THIRD AMENDMENT
                                                                 ---------------
<PAGE>
 
           this section, no distinction shall be made whether the Borrowings
           arose under the Warehouse Commitments or the Overline Facility.
           Principal Debt shall be applied (A) to the Borrowing-Purpose Category
           to the extent the collections or proceeds are from or arose in
           respect of the Collateral in its Borrowing Base and (B) then in the
           following order:

       (N) A new amendment is added to the Loan Agreement in the form of the
attached EXHIBIT A-5.

       (O) SCHEDULE 2 and EXHIBITS A-1, D-1, and D-3 are entirely amended in the
forms of, and all references in the Loan Agreement to SCHEDULE 2 and EXHIBITS A-
1, D-1, and D-3 are changed to, the attached SECOND AMENDED SCHEDULE 2 and
AMENDED EXHIBITS A-1, D-1, and D-3, respectively.

I.         CONDITIONS PRECEDENT.  Notwithstanding any contrary provision, the
           --------------------                                              
foregoing paragraphs in this document are not effective unless and until (A) the
representations and warranties in this document are true and correct and (B)
Agent receives (1) counterparts of this document executed by each party on the
signature pages of this document and (2) each document and other item listed on
the attached ANNEX A, each of which must be in form, substance, and number of
counterparts as may be acceptable to Agent and its special counsel.


I.         RATIFICATIONS.  To induce Agent and Lenders to enter into this
           ------------- 
document, Borrower (A) ratifies and confirms all provisions of the Loan
Documents as amended by this document, (B) ratifies and confirms that all
guaranties, assurances, and Liens granted, conveyed, or assigned to Agent and
Lenders under the Loan Documents (as they may have been renewed, extended, and
amended) are not released, reduced, or otherwise adversely affected by this
document and continue to guarantee, assure, and secure full payment and
performance of the present and future Obligation, and (C) agrees to perform
those acts and duly authorize, execute, acknowledge, deliver, file, and record
those additional documents, and certificates as Agent or any Lender may request
in order to create, perfect, preserve, and protect those guaranties, assurances,
and Liens.


I.         REPRESENTATIONS.  To induce Agent and Lenders to enter into this
           ---------------                       
document, Borrower represents and warrants to Agent and Lenders that as of the
date of this document (A) Borrower has all requisite authority and power to
execute, deliver, perform its obligations under this document, which execution,
delivery, and performance have been duly authorized by all necessary corporate
action, require no action by or filing with any Tribunal, do not violate its
corporate charter or bylaws or (except where not a Material-Adverse Event)
violate any Law applicable to it or any material agreement to which it or its
assets are bound, (B) upon execution and delivery by all parties to it, this
document will constitute Borrower's legal and binding obligation, enforceable
against it in accordance with their respective terms except as that
enforceability may be limited by Debtor Laws and general principles of equity,
(C) all other representations and warranties in the Loan Documents are true and
correct in all material respects except to the extent that (1) any of them speak
to a different specific date or (2) the facts on which any of them were based
have been changed by transactions contemplated or permitted by the Loan
Agreement, and (D) no Material-Adverse Event, Default, or Potential Default
exists.


                                                                 THIRD AMENDMENT
                                                                 ---------------
<PAGE>
 
I.         EXPENSES.  Borrower shall pay all costs, fees, and expenses paid or
           --------                                                           
incurred by Agent incident to this document, including, without limitation, the
reasonable fees and expenses of Agent's special counsel in connection with the
negotiation, preparation, delivery, and execution of this document and any
related documents.


I.         MISCELLANEOUS.  All references in the Loan Documents to the "Loan
           -------------                                                    
Agreement" refer to the Loan Agreement as amended by this document.  This
document is a "Loan Document" referred to in the Loan Agreement; therefore, the
provisions relating to Loan Documents in SECTIONS 1 and 12 are incorporated in
this document by reference.  Except as specifically amended and modified in this
document, the Loan Agreement is unchanged and continues in full force and
effect.  This document may be executed in any number of counterparts with the
same effect as if all signatories had signed the same document.  All
counterparts must be construed together to constitute one and the same
instrument.  This document binds and inures to each of the undersigned and their
respective successors and permitted assigns, subject to SECTION 12.12.  THIS
DOCUMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.




                    REMAINDER OF PAGE INTENTIONALLY BLANK.
                            SIGNATURE PAGES FOLLOW.



                                                                 THIRD AMENDMENT
                                                                 ---------------
<PAGE>
 
       EXECUTED as of the date first stated in this Third Amendment to Restated
and Amended Loan Agreement.



MATRIX FINANCIAL SERVICES                    BANK ONE, TEXAS, N.A., as 
CORPORATION, as Borrower                     Agent, as a Lender,and as Bank 
                                             One
 
By   /s/                                     By   /s/
   --------------------------------             --------------------------------
Thomas J. Osselaer,                          Mark L. Freeman, Vice President
Executive Vice President


COLORADO NATIONAL BANK, as                   RESIDENTIAL FUNDING CORPORATION, as
a Lender                                     a Lender
 
By   /s/                                     By   /s/
   --------------------------------             --------------------------------
Name:                                           Name:
Title:                                          Title:


                        PAGE ONE OF TWO SIGNATURE PAGES
                        -------------------------------
<PAGE>
 
                             CONSENT AND AGREEMENT
                             ---------------------

       To induce Agent and Lenders to enter into this document, the undersigned
(a) consents and agrees to this document's execution and delivery, (b) ratifies
and confirms that all guaranties, assurances, Liens, and subordinations granted,
conveyed, or assigned to Agent and Lenders under the Loan Documents (as they may
have been renewed, extended, and amended) are not released, diminished,
impaired, reduced, or otherwise adversely affected by this document and continue
to guarantee, assure, secure, and subordinate other debt to the full payment and
performance of all present and future Obligation, (c) agrees to perform those
acts and duly authorize, execute, acknowledge, deliver, file, and record those
additional guaranties, assignments, security agreements, deeds of trust,
mortgages, and other agreements, documents, instruments, and certificates as
Agent or any Lender may reasonably deem necessary or appropriate in order to
create, perfect, preserve, and protect those guaranties, assurances, Liens, and
subordinations, (d) represents and warrants to Agent and Lenders that (i) the
value of the consideration received and to be received by the undersigned in
respect of those guaranties, assurances, Liens, and subordinations are
reasonably worth at least as much as the related liability and obligation, (ii)
that liability and obligation may reasonably be expected to directly or
indirectly benefit the undersigned, and (iii) the undersigned is -- and after
giving effect to those guaranties, assurances, Liens, subordinations, and the
Loan Documents, in light of all existing facts and circumstances (including,
without limitation, collateral for and other obligors in respect of the
Obligation and various components of it and various rights of subrogation and
contribution), the undersigned will be -- Solvent, and (e) waives notice of
acceptance of this consent and agreement, which consent and agreement binds the
undersigned and its successors and permitted assigns and inures to Agent, each
Lender, and their successors and permitted assigns.


                                        MATRIX CAPITAL CORPORATION, as Guarantor
 
 
                                        By   /s/
                                           -------------------------------------
                                        Guy A. Gibson, Chief Executive Officer
                                        and President



                        PAGE TWO OF TWO SIGNATURE PAGES
                        -------------------------------
<PAGE>
 
                                    ANNEX A
                                    -------
                                        
                              CLOSING CONDITIONS
                              ------------------

    Unless otherwise specified, all document must be dated effective as of
                 March 1, 1998 (the "AMENDMENT-CLOSING DATE"),
                or a date no more than 30 days before that date

(an "AMENDMENT-CURRENT DATE").

I.   H&B /1/[] THIRD AMENDMENT TO RESTATED AND AMENDED LOAN AGREEMENT dated as
of the Amendment-Closing Date, executed by MATRIX FINANCIAL SERVICES
CORPORATION, an Arizona corporation ("BORROWER"), certain Lenders, and BANK ONE
TEXAS, N.A., as Agent (in that capacity, "AGENT"), and consented and agreed to
by other parties as reflected in it, accompanied by:

        Annex A                         -               Closing Conditions
        Second Amended Schedule 2       -               Lenders and Commitments
        Amended Exhibit A-1             -               Warehouse Note
        Amended Exhibit A-5             -               Overline Note
        Amended Exhibit D-1             -               Borrowing Report
        Amended Exhibit D-3             -               Borrowing-Base Report
 
I.   H&B  []   WAREHOUSE NOTES dated as of the Amendment-Closing Date, executed
by Borrower, substantially in the form of AMENDED EXHIBIT A-1 to the Loan
Agreement, one each payable to each Lender in the amount of its amended
Warehouse Commitment as follows:

        -----------------------------------------------------------
                LENDER                                     AMOUNT
        -----------------------------------------------------------
        Bank One, Texas, N.A.                           $45,000,000
        -----------------------------------------------------------
        Colorado National Bank                          $22,500,000
        -----------------------------------------------------------
        Residential Funding Corporation                 $22,500,000
        -----------------------------------------------------------

I.   H&B  []   OVERLINE NOTE dated as of the Amendment-Closing Date, executed by
Borrower, in substantially the form of EXHIBIT A-5 to the Loan Agreement,
payable to the order of Bank One, Texas, N.A., in the stated principal amount of
$10,000,000.

I.   Bank One  [] LETTER AGREEMENT dated an Amendment-Current Date, between
Borrower and Bank One as to the Applicable-Covered Rate and Applicable Margin
for Overline Borrowings.

I.   H&B  []   OFFICERS' CERTIFICATE dated as of the Amendment-Closing Date,
executed by the President or a Vice President and Secretary or an Assistant
Secretary of Borrower, certifying resolutions adopted by Borrower's directors,
incumbency of certain officers of Borrower, and changes to Borrower's charter or
bylaws, if any, attached to which are:

                Annex A - Resolutions
                Annex B - Changes to charter, if any
                Annex C - Changes to bylaws, if any

________________________
/1/[ ]  denote items not furnished or complete at the time this version of this
--------------------------------------------------------------------------------
        annex was prepare along with the names or initials of the party or
        ------------------------------------------------------------------------
        counsel responsible for each.
        -----------------------------

                                                                         ANNEX A
                                                                         -------
<PAGE>
 
I.   H&B  []   CERTIFICATES OF CORPORATE EXISTENCE AND GOOD STANDING for
Borrower issued as of an Amendment-Current Date, by the Secretary of State of
Arizona.

I.   H&B  []   OPINION dated as of the Amended-Closing Date, of counsel to
Borrower, in form and substance acceptable to Lender.

I.   []   Such other agreements, documents, instruments, and items as Agent may
request.
<PAGE>
 
                           SECOND AMENDED SCHEDULE 2
                           -------------------------
                                        
                            LENDERS AND COMMITMENTS
                            -----------------------
<TABLE> 
<CAPTION> 

Name of Lender                  Warehouse        Working         Term-Line       Combined
                                 Commit-      Capital Commit-   Commitment      Commitment 
                                  ment             ment                         (by Lender)
<S>                             <C>           <C>               <C>             <C> 
BANK ONE, TEXAS, N.A.           $45,000,000   $5,000,000        $15,000,000     $65,000,000
1717 Main Street, 4th Floor     
Dallas, TX 75201
Attn:  Mark L. Freeman, 
Vice President
Fed Tax ID No. 75-2270994
Tel (214) 290-2780
Fax (214) 290-2275
 
Account # (see account #'s in 
Loan Agreement)
Bank: Bank One, Dallas
ABA # 111000614
Attn: Gloria Sadler,
(214) 290-6069
Ref: (see account names in 
Loan Agreement)

COLORADO NATIONAL BANK          $22,500,000   $2,500,000        $7,500,000      $32,500,000
918 Seventeenth Street                        
Denver, CO  80202
Attn:  Jerry A. Davis
Tel (303) 585-4267
Fax (303) 585-4246

RESIDENTIAL FUNDING 
 CORPORATION                    $22,500,000   $2,500,000        $7,500,000      $32,500,000
1646 North California Boulevard               
Suite 400
Walnut Creek, CA  94596
Attn:  L. L. Schellenberg
Tel (510) 935-0614
Fax (510) 935-6424

Total                           $90,000,000   $10,000,000       $30,000,000     $130,000,000
</TABLE>

                                                                         ANNEX A
                                                                         -------
<PAGE>
 
                              AMENDED EXHIBIT A-1
                              -------------------

                                WAREHOUSE NOTE
                                --------------

$________________   March 1, 1998

     FOR VALUE RECEIVED, MATRIX FINANCIAL SERVICES CORPORATION, an Arizona
corporation ("BORROWER"), promises to pay to the order of ______________________
("LENDER") that portion of the principal amount of $____________________________
that may from time to time be disbursed and outstanding under this note together
with interest.

     This note is a "Warehouse Note" under the Amended and Restated Loan
Agreement (as renewed, extended, amended, or restated, the "LOAN AGREEMENT")
dated as of January 31, 1997, between Borrower, Lender, certain other Lenders,
and Bank One, Texas, N.A., as Agent for Lenders.  All of the defined terms in
the Loan Agreement have the same meanings when used, unless otherwise defined,
in this note.

     This note incorporates by reference the principal and interest payment
terms in the Loan Agreement for this note, including, without limitation, the
final maturity, which is the Warehouse-Actual-Termination Date.  Principal and
interest are payable to the holder of this note through Agent at either (a) its
offices at 1717 Main Street, Dallas, Texas 75201, or (b) at any other address so
designated by Agent in written notice to Borrower.

     This note incorporates by reference all other provisions in the Loan
Agreement applicable to this note, such as provisions for disbursements of
principal, applicable-interest rates before and after Default, voluntary and
mandatory prepayments, acceleration of maturity, exercise of Rights, payment of
attorneys' fees, court costs, and other costs of collection, certain waivers by
Borrower and other obligors, assurances and security, choice of Texas and United
States federal Law, usury savings, and other matters applicable to Loan
Documents under the Loan Agreement.

     This note is an amendment, restatement, renewal, extension, modification
of, consolidation of, and substitution for, the existing Warehouse Notes (as the
same may have been amended and replaced to the date hereof, the "FORMER NOTES")
which Former Notes were executed and delivered pursuant to the Existing Loan
Agreement.


                                 MATRIX FINANCIAL SERVICES CORPORATION,
                                 as Borrower



                                 By  
                                    Thomas J. Osselaer, Executive Vice President


                                                             AMENDED EXHIBIT A-1
                                                             -------------------
<PAGE>
 
                                  EXHIBIT A-5
                                  -----------

                                 OVERLINE NOTE
                                 -------------

$10,000,000     March 1, 1998

     FOR VALUE RECEIVED, MATRIX FINANCIAL SERVICES CORPORATION, an Arizona
corporation ("BORROWER"), promises to pay to the order of BANK ONE, TEXAS, N.A.
("BANK ONE") that portion of the principal amount of $10,000,000 that may from
time to time be disbursed and outstanding under this note together with
interest.

     This note is the "Overline Note" under the Amended and Restated Loan
Agreement (as renewed, extended, amended, or restated, the "LOAN AGREEMENT")
dated as of January 31, 1997, between Borrower, Bank One, certain other Lenders,
and Bank One, Texas, N.A., as Agent for Lenders.  All of the defined terms in
the Loan Agreement have the same meanings when used, unless otherwise defined,
in this note.

     This note incorporates by reference the principal and interest payment
terms in the Loan Agreement for this note, including, without limitation, the
final maturity, which is the Warehouse-Actual-Termination Date.  Principal and
interest are payable to the holder of this note through Agent at either (a) its
offices at 1717 Main Street, Dallas, Texas 75201, or (b) at any other address so
designated by Agent in written notice to Borrower.

     This note incorporates by reference all other provisions in the Loan
Agreement applicable to this note, such as provisions for disbursements of
principal, applicable-interest rates before and after Default, voluntary and
mandatory prepayments, acceleration of maturity, exercise of Rights, payment of
attorneys' fees, court costs, and other costs of collection, certain waivers by
Borrower and other obligors, assurances and security, choice of Texas and United
States federal Law, usury savings, and other matters applicable to Loan
Documents under the Loan Agreement.


                                 MATRIX FINANCIAL SERVICES CORPORATION,
                                 as Borrower



                                 By
                                    Thomas J. Osselaer, Executive Vice President


                                                       SECOND AMENDED SCHEDULE 2
                                                       -------------------------
<PAGE>
 
                              AMENDED EXHIBIT D-1
                              -------------------
                                        
                               BORROWING REQUEST
                               -----------------
                                        
AGENT:         Bank One, Texas, N.A.  DATE: _________________________, 19_____

BORROWER:      Matrix Financial Services Corporation

     This request is delivered under the Amended and Restated Loan Agreement (as
renewed, extended, and amended, the "LOAN AGREEMENT") dated as of January 31,
1997, between Borrower, Agent, and certain Lenders.  Terms defined in the Loan
Agreement have the same meanings when used, unless otherwise defined, in this
request.

     Borrower requests $____________ in Borrowings (collectively, the "REQUESTED
BORROWING") to be funded on _______________, 19_____/1/(the "REQUESTED BORROWING
DATE") in the one or more Borrowing-Purpose Categories indicated on the attached
schedule, which has been completed as to all other relevant information.

     Borrower certifies that as of the Requested Borrowing Date -- after giving
effect to the Requested Borrowing -- (a) the representations and warranties of
Borrower in the Loan Documents are true and correct in all material respects
except to the extent that (i) a representation or warranty speaks to a specific
date or (ii) the facts on which a representation or warranty is based have
changed by transactions or conditions contemplated or permitted by the Loan
Documents, (b) no Default or Potential Default exists, (c) the extension of the
Requested Borrowing does not cause any Borrowing Excess to exist, (d) Borrower
has timely delivered a Collateral-Delivery Notice, if applicable, (e) all
Collateral Documents required by the Loan Agreement to be delivered to Agent in
connection with the Requested Borrowing have been delivered to Agent, and (f)
Borrower has otherwise complied with all conditions of the Loan Documents to
permit the Requested Borrowing to be extended.


                                        MATRIX FINANCIAL SERVICES CORPORATION, 
                                        as Borrower


                                        By 
                                                Name:
                                                /2/Title: ________

________________________
/1/  Must be no later than (a) the third Business Day after request if the
--------------------------------------------------------------------------------
     Requested Borrowings involves any LIBOR Borrowing or (b) the Business Day
     ---------------------------------------------------------------------------
     of request otherwise.
     ---------------------

/2/  Must be a Responsible Officer of, or an individual designated to Agent in
--------------------------------------------------------------------------------
     writing by a Responsible Officer of, Borrower.
     ----------------------------------------------

SECOND AMENDED SCHEDULE 2
-------------------------
<PAGE>
 
                         SCHEDULE TO BORROWING REQUEST
                         -----------------------------
                                        
         DATED _____________________, 19__; FOR $_____________________
                  [Complete EACH applicable box or mark N.A.]

<TABLE>
<CAPTION>
Borrowing-Purpose       Amount     Extended By     Borrowing-Price Category     Interest Period Ending
  Category                                       
<S>                     <C>         <C>            <C>                         <C> 
Warehouse Borrowing     $           Ratable        Base Rate                    ________________, 19__ 
(Dry)                                Swing         Fed-Funds Rate              
                                                   LIBOR (not for Swing)

(check and indicate   
amount if Committed-
B/C-Paper Borrowing-   
$__________________)
 
(check and indicate   
amount if Uncommitted-
B/C-Paper Borrowing-   
$____________________)
 
(check and indicate   
amount if Second-Lien 
Borrowing- $________)
 
v(check and indicate   
amount if Repurchase 
Borrowing- $_______)

Overline Borrowing      $           Bank One       Base Rate                    ________________, 19__ 
(Dry)                                              Fed-Funds Rate              
                                                   LIBOR 

(check and indicate   
amount if Committed-
B/C-Paper Borrowing-   
$__________________)
 
(check and indicate   
amount if Uncommitted-
B/C-Paper Borrowing-
$____________________)
 
(check and indicate   
amount if Second-Lien 
Borrowing-$_________)
 
(check and indicate   
amount if Repurchase 
Borrowing-$________)

Warehouse Borrowing     $           Bank One       Base Rate                    ________________, 19__ 
(Wet)                                              Fed-Funds Rate              
                                                   LIBOR (not for Swing)

(check and indicate   
amount if Committed-
B/C-Paper Borrowing-
$__________________)
 
(check and indicate   
amount if Uncommitted-
B/C-Paper Borrowing-   
$____________________)
 
(check and indicate   
amount if Second-Lien 
Borrowing-$_________)
 
(check and indicate  



AMENDED EXHIBIT D-1
-------------------

</TABLE> 

<PAGE>
 
<TABLE> 
<CAPTION> 

<S>                     <C>         <C>            <C>                         <C> 
amount if Repurchase 
Borrowing-$________)

Overline Borrowing      $           Bank One       Base Rate                    ________________, 19__
(Wet)                                              Fed-Funds Rate
                                                   LIBOR

(check and indicate   
amount if Committed-
B/C-Paper Borrowing-
$__________________)
 
(check and indicate   
amount if Uncommitted-
B/C-Paper Borrowing-
$____________________)
 
(check and indicate   
amount if Second-Lien 
Borrowing-$_________)
 
(check and indicate   
amount if Repurchase 
Borrowing-$________)

Warehouse Borrowing     $           Ratable        Base Rate                    ________________, 19__
(Gestation)                                        Fed-Funds Rate               
                                                   LIBOR

Overline Borrowing      $           Bank One       Base Rate                    ________________, 19__
(Gestation)                                        Fed-Funds Rate
                                                   LIBOR

Working-Capital         $           Ratable        Base Rate                    ________________, 19__
Borrowing (P&I)                                    Fed-Funds Rate
                                                   LIBOR

Working-Capital         $           Ratable        Base Rate                    ________________, 19__
Borrowing (T&I)                                    Fed-Funds Rate
                                                   LIBOR

Working-Capital         $           Ratable        Base Rate                    ________________, 19__
Borrowing (Foreclosure)                            Fed-Funds Rate
                                                   LIBOR
 
Term-Line               $           Ratable        Base Rate                    ________________, 19__
Borrowing                                          Fed-Funds Rate
                                                   LIBOR
</TABLE>

AMENDED EXHIBIT D-1
-------------------

<PAGE>
 
                              AMENDED EXHIBIT D-3
                              -------------------
                                        
                             BORROWING-BASE REPORT
                             ---------------------
                                        
AGENT:         Bank One, Texas, N.A.  DATE:_______________, 199___

BORROWER:      Matrix Financial Services Corporation

     This report is delivered under the Amended and Restated Loan Agreement (as
renewed, extended, and amended, the "LOAN AGREEMENT") dated as of January 31,
1997, between Borrower, Agent, and certain Lenders.  Terms defined in the Loan
Agreement have the same meanings when used, unless otherwise defined, in this
report.  Agent has calculated the Borrowing Base and its various components as
of the date of this report.

                         TABLE 1--WAREHOUSE BORROWINGS
                         -----------------------------
                                        
<TABLE>
<CAPTION>
                                                                                              FACE      WAREHOUSE
<S>                                                                                           <C>       <C>
I.  RECONCILIATION FOR DRY BORROWINGS (EXCLUDING GESTATION BORROWINGS)

A.  Ending Collateral balance (last report)                                                   $         $
     
B.  Collateral removed (since last report)                                                    $         $

C.  Beginning Collateral balance -- Line 1.a. MINUS Line 1.b.                                 $         $
     
D.  Collateral received (since last report)                                                   $         $

E.  New Collateral balance (today) -- Line 1.c. PLUS Line 1.d.                                $         $
     
F.  Ineligibles -- expired 120-day limit (or after applicable limit)                          $         $
     
G.  Ineligibles -- expired Shipping Period                                                    $         $
     
H.  Ineligibles -- expired Correction Period                                                  $         $
     
I.  Jumbo Sublimit exclusions                                                                 $         $
     
J.  Other ineligibles                                                                         $         $
     
K.  Total Ineligibles -- TOTAL of Lines 1.f. THROUGH 1.j.                                     $         $
     
L.  Total Collateral amount-- Line 1.e. MINUS Line 1.k.                                       $         $
     
M.  If Agent or Determining Lenders elect -- Market Value of items in Line 1.l.               $         $
     
N.  Lesser of EITHER Lines 1.l. OR -- if applicable -- 1.m.                                   $         $
     
O.  Portion of Collateral amount attributable to Eligible-Committed-B/C-Paper Loans which     
    have been held for more than 60 calendar days                                             $         $

P.  Portion of Collateral amount attributable to Eligible-Uncommitted-B/C-Paper Loans         $         $
     
Q.  Portion of Collateral amount attributable to Eligible-Second-Lien-Loans which have        
    been held for more than 60 calendar days                                                  $         $

R.  Portion of Collateral amount attributable to Eligible-Repurchased Loans                   $         $
</TABLE> 
     

SECOND AMENDED SCHEDULE 2
-------------------------
<PAGE>
 
<TABLE> 
<CAPTION> 
<S>                                                                                           <C>       <C>
S.  Portion of Collateral amount attributable to Eligible-Mortgage Collateral (other than     
    as listed  in Lines 1.o. through r. above)                                                $         $

II. RECONCILIATION FOR WET BORROWINGS

A.  Ending Collateral balance (last report)                                                   $         $
     
B.  Collateral removed (since last report)                                                    $         $
     
C.  Beginning Collateral balance -- Line 2.a. MINUS Line 2.b.                                 $         $
     
D.  Collateral received (since last report)                                                   $         $
     
E.  New Collateral Balance                                                                    $         $
     
F.  Ineligibles -- expired Wet Period                                                         $         $
     
G.  Jumbo Sublimit exclusions                                                                 $         $
     
H.  Other ineligibles                                                                         $         $
     
I.  Total Ineligibles -- TOTAL of Lines 2.f., 2.g., and 2.h.                                  $         $
     
J.  Total Wet Collateral                                                                      $         $
     
K.  If Agent or Determining Lender's elect -- Market Value of items in Line 2.j.              $         $
     
L.  Lesser of EITHER Lines 2.j. OR -- if applicable -- 2.k.                                   $         $
     
M.  Portion of Collateral amount attributable to Eligible-Uncommitted-B/C-Paper Loans         $         $
     
N.  Portion of Collateral amount attributable to Eligible-Repurchased Loans                   $         $
     
O.  Portion of Collateral amount attributable to Eligible-Mortgage Collateral (other than     
    as listed in Lines 2.m. and 2.n. above)                                                   $         $
</TABLE>


                                                             AMENDED EXHIBIT D-3
                                                             -------------------
<PAGE>
 
<TABLE>
<CAPTION>
I.  RECONCILIATION FOR GESTATION BORROWINGS
<S>                                                                                           <C>       <C>
A.  Ending Collateral balance (last report)                                                   $         $
    
B.  Collateral removed (since last report)                                                    $         $
    
C.  Beginning Collateral balance -- Line 3.a. MINUS Line 3.b.                                 $         $
    
D.  Collateral received (since last report)                                                   $         $
    
E.  New Collateral balance (today) -- Line 3.c. PLUS Line 3.d.                                $         $
    
F.  Ineligibles                                                                               $         $
    
G.  Total Collateral amount -- Line 3.e. MINUS Line 3.f.                                      $         $
    
H.  Portion of Line 3.g. identified to a security settlement                                  $         $
    
I.  Portion of Line 3.g. not identified to a whole-loan settlement                            $         $
    
II. BORROWING BASE FOR MORTGAGE COLLATERAL

A.  Dry Collateral Value

B.  95% of Line 1.o.                                                                          $
     
C.  97% of Line 1.p.                                                                          $
     
D.  95% of Line 1.q.                                                                          $
      
E.  97% of Line 1.r.                                                                          $

F.  98% of Line 1.s.                                                                          $

G.   Total Dry Collateral Value - Line 4.b. PLUS Line 4.c. PLUS Line 4.d. PLUS Line 4.e.      
     PLUS Line 4.f.                                                                           $

H.   Wet Collateral Value 

I.   97% of Line 2.m.                                                                         $

J.   97% of Line 2.n.                                                                         $

K.   98% of Line 2.o.                                                                         $

L.   Total Wet Collateral Value - Line 4.i. PLUS Line 4.j. PLUS Line 4.k.                     $

M.   Gestation Collateral Value

N.   99% of Line 3.h.                                                                         $

O.   98% of Line 3.i.                                                                         $

P.   Total Gestation Collateral Value - Line 4.n. PLUS Line 4.o.                              $ 
     

Q.   Borrowing Base - Total of Lines 4.g., 4.l., and 4.p.                                     $
     
III. PRINCIPAL DEBT FOR WAREHOUSE BORROWINGS

A.   Dry Borrowings                                                                           $

B.   Wet Borrowings                                                                           $
</TABLE> 
     
                                                             AMENDED EXHIBIT D-3
                                                             -------------------
<PAGE>
 
<TABLE> 
<CAPTION> 
<S>                                                                                           <C>       
C.   Gestation Borrowings                                                                     $

D.   TOTAL of Lines 5.a. THROUGH 5.c.                                                         $
     
IV.  WAREHOUSE COMMITMENTS

A.   Warehouse Commitments                                                                    $90,000,000
     
B.   Wet Sublimit (either $21,000,000 during the first 5 and last 5 Business Days of each     
     Calendar Month or $12,000,000 at all other times)                                        $

C.   Gestation Sublimit                                                                       $30,000,000
     
V.   WAREHOUSE AVAILABILITY

A.   Lesser of EITHER Line 4.l. OR Line 6.b.                                                  $

B.   MAXIMUM WET BORROWING if positive OR BORROWING EXCESS if negative -- Line 7.a. MINUS     
     Line 5.b.and Line 8.b.ii.                                                                $

C.   Lesser of either Line 4.p. OR Line 6.c.                                                  $

D.   MAXIMUM GESTATION BORROWING if positive OR BORROWING EXCESS if negative -- Line 7.c.     
     MINUS Line 5.c. and Line 8.b.iii.                                                        $

E.   Lesser of EITHER Line 4.q. OR Line 6.a.                                                  $

F.   MAXIMUM TOTAL WAREHOUSE BORROWINGS if positive OR BORROWING EXCESS if negative -- Line   
     7.e. MINUS Line 5.d. and Line 8.b.iv.                                                    $

VI.  OVERLINE AVAILABILITY

A.   Overline Facility                                                                        $10,000,000
     
B.   Principal Debt under Overline Facility
     
1.   Dry Borrowings                                                                           $

2.   Wet Borrowings                                                                           $

3.   TOTAL of Lines 8.b.i. PLUS 8.b.ii.                                                       $
       
C.   MAXIMUM WET BORROWING if positive OR BORROWING EXCESS if negative -- Line 7.a. MINUS     
     Line 5.b. and Line 8.b.ii.                                                               $

D.   Lesser of EITHER Line 4.q. OR Line 8.a.                                                  $

E.   MAXIMUM TOTAL OVERLINE BORROWINGS if positive OR BORROWING EXCESS if negative -- Line   
     8.e. MINUS Line 5.d. and Line 8.b.iii. -- BUT IN ANY EVENT ZERO to the extent of
     availablity under LIne 7.f.                                                             $ 
</TABLE>


                     TABLE 2 -- WORKING-CAPITAL BORROWINGS
                     -------------------------------------

--------------------------------------------------------------------------------
I.  BORROWING BASE FOR ELIGIBLE-FORECLOSURE RECEIVABLES
--------------------------------------------------------------------------------
A.  Ending Collateral balance (last report)                     $
--------------------------------------------------------------------------------
B.  Repayments (since last report)                              $
--------------------------------------------------------------------------------
C.  New Eligible-Foreclosure Receivables (since last report)    $
--------------------------------------------------------------------------------
D.  TOTAL of Line 1.a. MINUS Line 1.b. PLUS Line 1.c.           $
--------------------------------------------------------------------------------
E.  80% of Line 1.d.                                                 $
--------------------------------------------------------------------------------
II. BORROWING BASE FOR ELIGIBLE-P&I RECEIVABLES                       



                                                             AMENDED EXHIBIT D-3
                                                             -------------------
<PAGE>
 
--------------------------------------------------------------------------------
A.  Ending Collateral balance (last report)                     $
--------------------------------------------------------------------------------
B.  Repayments (since last report)                              $
--------------------------------------------------------------------------------
C.  New Eligible-P&I Receivables (since last report)            $
--------------------------------------------------------------------------------
D.  TOTAL of Line 2.a. MINUS Line 2.b. PLUS Line 2.c.           $
--------------------------------------------------------------------------------
E.  95% of Line 2.d.                                            $
--------------------------------------------------------------------------------
III.BORROWING BASE FOR ELIGIBLE-T&I RECEIVABLES
--------------------------------------------------------------------------------
A.  Ending Collateral balance (last report)                     $
--------------------------------------------------------------------------------
B.  Repayments (since last report)                              $
--------------------------------------------------------------------------------
C.  New Eligible-T&I Receivables (since last report)            $
--------------------------------------------------------------------------------
D.  TOTAL of Line 3.a. MINUS Line 3.b. PLUS Line 3.c.           $
--------------------------------------------------------------------------------
E.  80% of Line 3.d.                                            $
--------------------------------------------------------------------------------
IV.BORROWING BASE FOR RECEIVABLES -- 
   TOTAL of Lines 1.e., 2.e. and 3.e.                                $
--------------------------------------------------------------------------------
V. PRINCIPAL DEBT OF WORKING-CAPITAL BORROWINGS                      $
--------------------------------------------------------------------------------
VI.WORKING-CAPITAL COMMITMENT                                        $10,000,000
--------------------------------------------------------------------------------
VII.AVAILABILITY
--------------------------------------------------------------------------------
A.  Lesser of EITHER Line 4 OR Line 6                           $
--------------------------------------------------------------------------------
B.  Maximum Total Working-Capital Borrowings if positive OR 
    Borrowing Excess if negative -- Line 7(a) MINUS Line 5           $
================================================================================

                        TABLE 3 -- TERM-LINE BORROWINGS
                        -------------------------------

--------------------------------------------------------------------------------
I. BORROWING BASE FOR TERM-LINE
--------------------------------------------------------------------------------
A.  Cost of pledged portfolio                                   $
--------------------------------------------------------------------------------
B.  Appraised Value of pledged portfolio                        $
--------------------------------------------------------------------------------
C.  350% of average serving fee for pledged portfolio           $
--------------------------------------------------------------------------------
D.  Lesser of EITHER Line 1.a., Line 1.b., OR Line 1.c.         $
--------------------------------------------------------------------------------
E.  Borrowing Base for Term-Line - 70% of Line 1.d.                  $
--------------------------------------------------------------------------------
II.PRINCIPAL DEBT OF TERM-LINE BORROWINGS                            $
--------------------------------------------------------------------------------
III.TERM-LINE COMMITMENT                                             $30,000,000
--------------------------------------------------------------------------------
IV. AVAILABILITY
--------------------------------------------------------------------------------
A.  Lesser of EITHER Line 1.e. OR Line 3                        $
--------------------------------------------------------------------------------
B.  Maximum Total Term-Line Borrowings if positive or 
    Borrowing Excess if negative -- Line 4.a. MINUS Line 2           $
================================================================================


                                                             AMENDED EXHIBIT D-3
                                                             -------------------
<PAGE>
 
                                        BANK ONE, TEXAS, N.A., Agent



                                        By
                                               Name:
                                               Title:


                                                             AMENDED EXHIBIT D-3
                                                             -------------------