<PAGE>
                                                                   EXHIBIT 10.34

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

     THIS DOCUMENT is entered into as of February 22, 1999, 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, Agent, and Lenders have agreed, upon
the following terms and conditions, to amend the Credit Agreement as described
in Paragraph 2 below.

     Accordingly, for adequate and sufficient consideration, Borrower, Lenders,
and Agent agree as follows:

     1. 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.

     2.  AMENDMENTS.  The Loan Agreement is hereby amended as follows:
         ----------                                                   

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

               "Applicable-Covered Rate" means -- for each Borrowing-Purpose
          Category in the table below -- the annual interest rate stated beside
          that category:

<TABLE>
<CAPTION>
 
               Borrowing-Purpose Category                     Applicable-Covered Rate
               <S>                                            <C>
 
               Gestation Borrowings                           0.850%
 
               Repurchase Borrowings                          1.375%
 
               Nonconforming-Bulk Borrowings                  2.000%
 
               Other Warehouse Borrowings                     1.250%
 
               Indirect-Warehouse Borrowings                  1.500%
 
               Working-Capital Borrowings                     1.500%
 
               Term-Line Borrowings                           2.000%
 
               Overline Borrowings                            As agreed by Borrower and 
                                                              Bank One from time to time
</TABLE>

               "Applicable Margin" means -- for each Borrowing-Purpose Category
          and relevant Borrowing-Price Category in the table below -- the
          positive or negative interest margin beside those categories:

<TABLE>
<CAPTION>
 
               Borrowing-Purpose Category           Borrowing-Price Category         Applicable Margin
                                                   
               <S>                                  <C>                              <C>
 
               Gestation Borrowings                 Base Rate                             0.000%
 
                                                    Fed-Funds Rate or LIBOR               0.850%
 
               Swing Borrowings                     Base Rate                             0.000%
</TABLE> 

                                                                Ninth Amendment
                                                                ---------------
<PAGE>
 
<TABLE>
<CAPTION>
<S>                              <C>                          <C>  
Borrowing-Purpose Category        Borrowing-Price Category     Applicable Margin

                                  Fed-Funds Rate                     1.250%
 
Nonconforming-Bulk Borrowings     Base Rate                          1.000%
 
                                  Fed-Funds Rate or LIBOR            2.000%
 
Repurchase Borrowings             Base Rate                          0.000%
 
                                  Fed-Funds Rate or LIBOR            1.375%
 
Other Warehouse Borrowings        Base Rate                          0.000%
 
                                  Fed-Funds Rate or LIBOR            1.250%
 
Indirect-Warehouse Borrowings     Base Rate                          0.000%
 
                                  Fed-Funds Rate or LIBOR            1.500%
 
Working-Capital Borrowings        Base Rate                          0.500%
 
                                  Fed-Funds Rate or LIBOR            1.500%
 
Term-Line Borrowings              Base Rate                          1.000%
 
                                  Fed-Funds Rate or LIBOR            2.000%
 
Overline Borrowings               Base Rate            As agreed by Borrower 
                                                       and Bank One from time
                                                       to time.
 
                                  Fed-Funds Rate or    As agreed by Borrower 
                                  LIBOR                and Bank One from time 
                                                       to time.
</TABLE>

        "Approved Originator" means any Originator who (a) has entered into a
Three-Party Agreement with Borrower and Agent, (b) has a minimum net worth of
$250,000, (c) has been in business for a minimum of three years, (d) has
submitted its Current Financial statements to Agent, and (e) is from time to
time named on a list agreed to by Agent and Borrower (which list Agent shall
furnish to any Lender upon request) as that list may be amended from time to
time (i) by Borrower and Agent to remove or add other names as Agent and
Borrower may agree, (ii) by either Agent or Determining Lenders to remove any
such other Person after Agent has or Determining Lenders have given to Borrower
notice of (and an opportunity to discuss) the proposed removal of that Person,
or (iii) automatically (without signing by any party) to remove any such Person
who then (A) is not Solvent, (B) fails to pay its debts generally as they become
due, (C) voluntarily seeks, consents to, or acquiesces in the benefit of any
Debtor Law, (D) becomes a party to or is made the subject of any proceeding
provided for by any Debtor Law (other than as a creditor or claimant) that could
suspend or otherwise adversely affect the Rights of any Company, Agent, or any
Lender in connection with the transactions contemplated in the Originator
Documents or Loan Documents, (E) is in default under its Indirect-Warehouse Loan
Agreement, or (F) fails to be agency qualified in any respect.

        "Bailee Letter" means, as applicable under the circumstances, one of the
letters executed and delivered by Agent in substantially the form of Exhibit C-
4.

        "Borrowing-Purpose Category" means any category of Borrowing determined
with respect to its purpose, e.g., a (a) Warehouse Borrowing, which may be a Dry
Borrowing, Wet Borrowing, Gestation Borrowing, Swing Borrowing, Second-Lien 
Borrowing, Nonconforming

                                                                Ninth Amendment
                                                                ---------------
<PAGE>
 
Borrowing, Nonconforming-Bulk Borrowing, or Repurchase Borrowing, (b) Working-
Capital Borrowing, which may be a P&I Borrowing, T&I Borrowing, or Foreclosure
Borrowing, or (c) Term-Line Borrowing.

        "Eligible-Nonconforming Loan" is defined in Schedule 4.1.

        "Eligible-Nonconforming-Bulk Loan" is defined in Schedule 4.1.

        "Eligible-Indirect-Warehouse Loan" is defined in Schedule 4.1.

        "Guarantor" means Matrix Bancorp, Inc., a Colorado corporation.

        "Indirect-Warehouse Borrowings" means a Warehouse Borrowing which is (a)
a Ratable Borrowing or Swing Borrowing, (b) subject to the Indirect-Warehouse
Sublimit, and (c) supported by the Borrowing Base for Eligible-Indirect-
Warehouse Loans.

        "Indirect-Warehouse Sublimit" means $10,000,000.

        "Indirect-Warehouse Collateral" means all Indirect-Warehouse Documents
offered as Collateral under the Loan Documents.

        "Indirect-Warehouse Documents" means, for any Approved Originator, its
Indirect-Warehouse Loan Agreement and the documents and items described on
Schedule 4.3 and required to be delivered to Agent under Section 4.3.

        "Indirect-Warehouse Loan Agreement" means a loan agreement between
Borrower and an Approved Originator under which, among other things (a) Borrower
provides financing to that Approved Originator for its Mortgage Loan origination
and acquisition until those Mortgage Loans are sold in the secondary market, and
(b) that Approved Originator grants to Borrower first-priority Liens upon, among
other things, the Mortgage Collateral delivered to or for Borrower by or for
that Approved Originator.

        "Jumbo Sublimit", at any time, means, unless otherwise approved by Agent
in writing, (a) for all Jumbo Loans (except Eligible-Nonconforming Loans,
Eligible-Nonconforming-Bulk Loans, Eligible-Repurchased Loans, or Eligible-
Second-Lien Loans), 35% of the total Warehouse Commitments, and (b) for any
Jumbo Loan (except Eligible-Nonconforming Loans, Eligible-Nonconforming-Bulk
Loans, Eligible-Repurchase Loans, or Eligible-Second-Lien Loans) in excess of
$750,000, only the first $750,000.

        "Nonconforming Borrowing" means a Warehouse Borrowing which is (a) a
Ratable Borrowing or Swing Borrowing, (b) subject to the Nonconforming Sublimit,
and (c) supported by the Borrowing Base for Eligible-Nonconforming Loans.

        "Nonconforming Bulk-Borrowing" means a Warehouse Borrowing which is (a)
a Ratable Borrowing or Swing Borrowing, (b) subject to the Nonconforming
Sublimit, and (c) supported by the Borrowing Base for Eligible-Nonconforming-
Bulk Loans.

        "Nonconforming Loans" means, collectively, Eligible-Nonconforming Loans
and Eligible-Nonconforming-Bulk Loans.

        "Nonconforming Sublimit" means (a) for all Nonconforming Loans,
$45,000,000 and (b) for Eligible-Nonconforming-Bulk Loans, $35,000,000.

        "Originator" means any Person who originates and acquires Mortgage Loans
and markets and sells then in the secondary market.

                                                                Ninth Amendment
                                       3                        ---------------
<PAGE>
 
                "Overline Borrowing" means a Borrowing under the Overline
        Facility, which may not be a Nonconforming Borrowing, a Nonconforming
        Bulk Borrowing, a Repurchase Borrowing, or a Second-Lien Borrowing.

                "Repurchase Sublimit" means $20,000,000.
        
                "Revolving Subordinated Loan Agreement" means the Revolving Loan
        Agreement dated August 1, 1995, between Borrower and Guarantor.

                "Servicing Portfolio" means, at any time, the total unpaid
        principal amount of Mortgage Loans serviced by Borrower for a fee, the
        servicing rights to which are owned by Borrower, other than any Mortgage
        Loans serviced by Borrower under a subservicing agreement or a master
        servicing agreement.

                "Three-Party Agreement" means a Three-Party Agreement entered
        into between Agent, Borrower, and an Approved Originator substantially
        in the form of Exhibit G.

                "Tranche A" means that portion of Term-Line Borrowings that (a)
        is advanced for the purpose of leveraging certain portions of Borrower's
        existing Servicing Portfolio, (b) may not be reborrowed under this
        agreement on or after the Tranche A-Actual-Termination Date, and (c) may
        not exceed an amount equal at any time to the lesser of either (i) the
        total Term-Line Commitments minus Tranche B or (ii) $15,000,000.

                "Tranche A-Actual-Termination Date" means the earlier of either
        (a) the Tranche A-Stated-Termination Date or (b) the date on which all
        of the Term-Line Commitments have otherwise terminated or been canceled.
        
                "Tranche A-Stated-Termination Date" means February 22, 1999.
        
                "Tranche B" means that portion of Term-Line Borrowings that (a)
        is advanced for the purpose of financing certain Servicing Portfolio
        acquisitions, (b) may not be reborrowed under this agreement on or after
        the Tranche B-Actual-Termination Date, and (c) may not exceed an amount
        equal at any time to the lesser of either (i) the total Term-Line
        Commitments minus Tranche A or (ii) $30,000,000.

                "Tranche B-Actual-Termination Date" means the earlier of either
        (a) the Tranche B-Stated-Termination Date or (b) the date on which all
        of the Term-Line Commitments have otherwise terminated or been canceled.

                "Tranche B-Stated-Termination Date" means June 30, 1999.
        
                "Warehouse-Stated-Termination Date" means June 30, 1999.
        
                "Warehouse Borrowing" means a Ratable Borrowing or Swing
        Borrowing that is (a) advanced to Borrower under the Warehouse
        Commitment, (b) either a Dry Borrowing, Wet Borrowing, Gestation
        Borrowing (which may not be a Swing Borrowing), Nonconforming Borrowing,
        Nonconforming-Bulk Borrowing, Second-Lien Borrowing, Indirect-Warehouse
        Borrowing, or Repurchase Borrowing, and (c) supported by the Borrowing
        Base for Mortgage Collateral.
        
                "Wet Sublimit" means, at any time, a percentage of the total
        Warehouse Commitments, which percentage is (a) 35% for the first five
        and last five Business Days of each Calendar Month, and (b) 25% at all
        other times

    (B) Clause (h) of the definition of "Adjusted-Tangible-Net Worth" in
Section 1.1 is entirely amended as follows:

                                                                Ninth Amendment
                                       4                        ---------------
<PAGE>
 
                "(h) Borrower's direct and indirect guaranties of Debt of any
        other Person (other than Matrix Bancorp, Inc.), minus"

        (C) The parenthetical in the definition of "Approved Investor" in
        Section 1.1 is entirely amended as follows:

                "(separate lists will be maintained for Nonconforming
            Borrowings, Second-Lien Borrowings, and for all other Warehouse
            Borrowings)"

        (D) Clause (b) of the definition of "Total-Adjusted Debt" in Section 1.1
is entirely amended as follows:

                "(b) obligations under repurchase agreements used to finance
            Mortgage Securities, minus"

        (E) The definition of "B/C-Paper Sublimit," "Committed B/C-Paper
Borrowing," "Eligible-Committed-B/C-Paper Loan," "Eligible-Uncommitted-B/C-Paper
Loan," "Equi-Mor," and "Uncommitted-B/C-Paper Sublimit" is entirely deleted from
Section 1.1.

        (F) Section 2.1(a) is entirely amended as follows:

                (a) Warehouse Commitments. Subject to the limitations below and
            other provisions of the Loan Documents, on a revolving basis, and on
            Business Days before the Warehouse-Actual-Termination Date, each
            Lender severally agrees to provide its Commitment Percentage (except
            for Agent in respect of Swing Borrowings) of Warehouse Borrowings so
            long as, in each case, no Warehouse Borrowing may be disbursed that
            would cause any of the following applicable limitations to be
            exceeded, which limitations must be read together and are not
            mutually exclusive:

               .  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.

               .  The total Principal Debt of all Swing Borrowings may never
                  exceed the Swing Sublimit.

               .  The total Principal Debt of all Wet Borrowings may never
                  exceed the Wet Sublimit.

               .  The total Principal Debt of all Gestation Borrowings may never
                  exceed the lesser of either (i) the Gestation Sublimit or (ii)
                  the Borrowing Base for Gestation Collateral.

               .  The total Principal Debt of all Nonconforming Borrowings may
                  never exceed the lesser of either (i) the Nonconforming
                  Sublimit or (ii) the Borrowing Base for Eligible-Nonconforming
                  Loans.

               .  The total Principal Debt of all Nonconforming-Bulk Borrowings
                  may never exceed the lesser of either (i) the Nonconforming
                  Sublimit or (ii) the Borrowing Base for Eligible-Nonconforming
                  Bulk Loans.

                                                                Ninth Amendment
                                       5                        ---------------
<PAGE>
 
               .  The total Principal Debt of all Second-Lien Borrowings may
                  never exceed the lesser of either (i) the Second-Lien Sublimit
                  or (ii) the Borrowing Base for Eligible-Second-Lien Loans.

               .  The total Principal Debt of all Indirect-Warehouse Borrowings
                  may never exceed the lesser of either (i) the Indirect-
                  Warehouse Sublimit or (ii) the Borrowing Base for Eligible-
                  Indirect-Warehouse Loans.

               .  The total Principal Debt of all Repurchase Borrowings may
                  never exceed the lesser of either (i) the Repurchase Sublimit
                  or (ii) the Borrowing Base for Eligible-Repurchased Loans.

               .  Except for Agent in respect of Swing Borrowings, no Lender's
                  direct or indirect portion of the Principal Debt under this
                  clause (a) may ever exceed either its Warehouse Commitment or
                  its Commitment Percentage for Warehouse Borrowings.

               .  No Warehouse 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 a Warehouse Borrowing must be at least
                  $25,000.

        (G) The fourth bullet point in Section 2.1(c) is entirely deleted.

        (H) Section 3.3 is entirely amended as follows:
 
              3.3 Scheduled Payments. Unless otherwise provided in this
            agreement, Borrower shall pay the Obligation in accordance
            with the following table:
<TABLE>
<CAPTION>
Obligation                                     Payable
<S>                                             <C>
 
Interest on each LIBOR Borrowing except at      As it accrues on (a) the last day of that
the Default Rate                                Borrowing's Interest Period and -- if that
                                                Interest Period is longer than three months
                                                -- 90 days after its first day and each 90
                                                days after that and (b) on the
                                                Warehouse-Actual-Termination Date (for
                                                Warehouse and Working-Capital Borrowings) or
                                                the final maturity date of the applicable
                                                tranche for Term-Line Borrowings, as the case
                                                may be
 
Interest on each other Borrowing except at      On (a) the 15th day of each Calendar Month as
the Default Rate                                it accrued on the last day of the preceding
                                                Calendar Month and (b) on the
                                                Warehouse-Actual-Termination Date or the
                                                final maturity date of the applicable tranche
                                                for Term-Line Borrowings, as the case may be
 
Interest at the Default Rate regardless of      On demand as it accrues
Borrowing-Price Category
 
Principal Debt of Swing Borrowings and          On demand
Overline Borrowings
 
Other Principal Debt of, and other Obligation   On the Warehouse-Actual-Termination Date
related to, Warehouse Borrowings and
Working-Capital Borrowings
 
Principal Debt of Tranche A outstanding on      In consecutive, equal, monthly installments
the Tranche A-Actual-Termination Date           commencing on the Tranche
                                                A-Actual-Termination Date and continuing on
                                                the same day of each ensuing Calendar Month,
                                                with the last installment being made on
                                                February 22, 2004, accompanied by the balance
                                                of all related Obligation then remaining
                                                unpaid
 
Principal Debt of Tranche B outstanding on      In consecutive, equal, monthly installments
                                                commencing on
</TABLE> 
                                                                 
                                                               Ninth Amendment
                                       6                       ---------------  
<PAGE>
 
<TABLE>
<CAPTION>
 
Obligation                                      Payable
<S>                                             <C>
the Tranche B-Actual-Termination Date           June 30, 1999, and continuing
                                                on the same day of each ensuing Calendar
                                                Month, with the last installment being made
                                                on June 30, 2004, accompanied by the balance
                                                of all Obligation then remaining unpaid       
                                               
</TABLE>

(I)       Section 3.5(a)(ii) is entirely amended as follows:

                (ii)    Principal Debt of all non-Swing Borrowings in the order
          below -- payable ratably to each Lender in accordance with its
          Commitment 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. 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:

               .   Term-Line Borrowings
               .   Foreclosure Borrowings
               .   P&I Borrowings
               .   T&I Borrowings
               .   Nonconforming-Bulk Borrowings (Wet Borrowings first)
               .   Nonconforming Borrowings (Wet Borrowings first)
               .   Repurchase Borrowings (Wet Borrowings first)
               .   Second-Lien Borrowings (Wet Borrowings first)
               .   Indirect-Warehouse Borrowings (Wet Borrowings first)
               .   Other Wet Borrowings
               .   Other Dry Borrowings (other than Gestation Borrowings)
               .   Gestation Borrowings

     (J)  Section 3.5(b)(vi) is 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 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:

               .   Term-Line Borrowings
               .   Foreclosure Borrowings
               .   P&I Borrowings
               .   T&I Borrowings
               .   Nonconforming-Bulk Borrowings (Wet Borrowings first)
               .   Nonconforming Borrowings (Wet Borrowings first)
               .   Repurchase Borrowings (Wet Borrowings first)
               .   Second-Lien Borrowings (Wet Borrowings first)
               .   Indirect-Warehouse Borrowings (Wet Borrowings first)
               .   Other Wet Borrowings
               .   Other Dry Borrowings (other than Gestation Borrowings)
               .   Gestation Borrowings

     (K)  Section 3.14 is entirely amended as follows:

               3.14  Fees.  The following are not compensation for the use,
          detention, or forbearance of money, are in addition to and not in lieu
          of interest and expenses otherwise described in the Loan Documents,
          are non-refundable, bear interest if not paid when due at

                                                                Ninth Amendment
                                       7                        ---------------
<PAGE>
 
     the Default Rate, and are calculated on the basis of actual days (including
     the first but excluding the last) elapsed over a year of 360 days (or
     actual days during that year, if the calculation would otherwise result in
     exceeding the Maximum Amount and the payment were deemed to be interest
     notwithstanding the above provisions to the contrary):

                        (a) Agent's Fees. Borrower shall pay to Agent -- for its
               sole account -- administrative, syndication, and custodial fees
               in amounts and upon such payment terms as may be separately
               agreed upon by Borrower and Agent in writing.

                        (b) Warehouse Unused Facility Fee. Borrower shall pay to
               Agent an unused facility fee for Lenders payable in arrears on
               the 15th day of each Calendar Month for the preceding Calendar
               Month and on the Warehouse-Actual-Termination Date. Each payment
               of the unused facility fee is a percentage per annum calculated
               for the period in which it accrued as the product of 0.125%
               multiplied by the amount by which (i) the average-daily total
               Warehouse Commitment exceeds (ii) the average daily Principal
               Debt relating to Warehouse Borrowings.

                        (c) Working-Capital Commitment Fee. Borrower shall pay
               to Agent a commitment fee for Lenders payable in arrears on the
               15th day of the Calendar Quarter for the preceding Calendar
               Quarter and on the Warehouse-Actual-Termination Date. Each
               payment of the commitment fee is a percentage per annum
               calculated for the period in which it accrued as the product of
               0.150% multiplied by the total Working-Capital Commitment.

                        (d) Term-Line Commitment Fee. Borrower shall pay to
               Agent a commitment fee for Lenders payable in arrears on the 15th
               day of the Calendar Quarter for the preceding Calendar Quarter
               and on the Tranche B-Stated-Termination Date. Each payment of the
               commitment fee is a percentage per annum calculated for the
               period in which it accrued as the product of 0.250% multiplied by
               the amount by the total Term-Line Commitment.

                        (e) LC Issuance Fees. On the date that any LC is issued
               under this agreement, Borrower shall pay to Agent -- for its sole
               account --an LC issuance fee of 1.25% multiplied by the face
               amount of the LC being issued.
        
(L)  The phrase "or pooling" is entirely deleted from Section 4.5(a).

(M)  Section 8.1 is entirely amended as follows:

                8.1 Debt. No Company may directly or indirectly create, incur,
                    ----
     permit to exist, or commit to create or incur (a) any Wet Borrowings except
     in connection with this agreement or in connection with any Permitted Debt
     whose description specifically allows for Wet Borrowings, (b) any mortgage
     loan repurchase agreements (except in connection with any Permitted Debt
     whose description specifically allows for mortgage loan repurchase
     agreements or as otherwise permitted by Agent in writing), or (c) any other
     Debt except the following (collectively, the "Permitted Debt"):

               (i)   Obligations to pay Taxes.

               (ii)  Liabilities for accounts payable, non-capitalized equipment
                     or operating leases, and similar liabilities if in each
                     case incurred in the ordinary course of business.

               (iii) Accrued expenses, deferred credits, and loss contingencies
                     that are properly classified as liabilities under GAAP.

               (iv)  The Obligation.

                                                                Ninth Amendment
                                       8                        ---------------
<PAGE>
 
               (v)    Up to $825,000 in Debt (including related letters of
                      credit and reimbursement agreements) under a municipal
                      bond financing facility with U.S. Bank National
                      Association (formerly known as Colorado National Bank).

               (vi)   Up to $1,235,000 in Debt under a land acquisition loan
                      from First Security Bank, which can be replaced by up to
                      $5,000,000 in Debt under a land acquisition/development
                      loan from Bank One, Colorado.

               (vii)  Up to $15,000,000 in warehouse Debt with Argo Federal
                      Savings Bank that involves financings of a Company's
                      origination or acquisition of mortgage loans until they
                      are sold in the secondary market.

               (viii) Up to $400,000 in Debt (but not warehouse-type Debt) under
                      a facility with Piper-Jaffray (American Strategic Income
                      Portfolio, Inc.) as that amount may be reduced but not
                      increased at any time on or after the Closing Date.

               (ix)   Debt under a Revolving Subordinated Loan Agreement between
                      Borrower and Guarantor, providing (in terms acceptable to
                      Agent) that any liabilities arising under the Revolving
                      Subordinated Loan Agreement are expressly subordinated to
                      the Obligation.

               (x)    Guaranty by the Companies of up to $20,000,000 principal
                      and all other indebtedness of Matrix Bancorp, Inc. under a
                      combination revolving and term credit facility provided by
                      Bank One, Texas, N.A., and other lenders, as that facility
                      may be renewed, extended, amended, or restated from time
                      to time.

               (xi)   Debt (other than the above) incurred after the date of
                      this agreement, never to exceed $250,000 unless approved
                      by Agent in writing.

     (N)  Section 8.2(ix) is entirely deleted.

     (O)  Sections 8.3(xi) through (xiv), and the last paragraph of Section 8.3,
are entirely amended as follows:

               (xi)   An investment in real property in Ft. Lupton, Colorado,
          valued up to $5,000,000.

               (xii)  Investments in Pulte Corporation model homes, valued at no
          more than $500,000.

               (xiii) Loans to Approved Originators under Indirect-Warehouse
          Loans Agreements with a maximum commitment of $5,000,000 to each
          individual Approved Originator.

               (xiv)  Other loans, advances, or investments, so long as the
          aggregate amount outstanding (defined as the amount of any such loans
          or advances plus the cost of any such investments) is never more than
          $100,000 at any one time.

          At no time may the aggregate market value of all Permitted
          Loans/Investments (other than Mortgage Loans and Mortgage Securities
          described in Section 8.3(iii) and loans described in Section 8.3(xiii)
          above) exceed an aggregate value of more than $6,000,000.

     (P)  A new Section 8.16 is added as follows:

                                                                Ninth Amendment
                                       9                        ---------------
<PAGE>
 
               8.16  Underwriting Guidelines.  No Company may make any material
         change to its underwriting guidelines.

     (Q) Section 9 is entirely amended as follows:

               SECTION 9.  FINANCIAL COVENANTS.  Until all commitments by
                           -------------------                           
         Lenders to extend credit under this agreement have been canceled or
         terminated and the Obligation is fully paid and performed, Borrower
         covenants and agrees with Agent and Lenders as follows:

                    9.1  Net Worth.

                          (a) The Companies' Net Worth may never be less than
                    the greater of: (i) $13,000,000, or (ii) 90% of actual Net
                    Worth as of the preceding fiscal year end, plus 90% of
                    positive Net Income for each Calender Month following such
                    date, plus 90% of all contributions to any Company's
                    stockholders' equity made on or after such date.

                         (b)  The Companies' Adjusted-Net Worth may never be
                    less than the greater of: (i) $25,000,000, or (ii) 90% of
                    actual Adjusted-Net Worth as of the preceding fiscal year
                    end, plus 90% of positive Net Income for each Calender Month
                    following such date, plus 90% of all contributions to any
                    Company's stockholders' equity made on or after such date.

                         (c) The Companies' Adjusted-Tangible-Net Worth may
                    never be less than the greater of: (i) $25,000,000, or (ii)
                    90% of actual Adjusted-Tangible-Net Worth as of the
                    preceding fiscal year end, plus 90% of positive Net Income
                    for each Calender Month following such date, plus 90% of all
                    contributions to any Company's stockholders' equity made on
                    or after such date.

                    9.2  Leverage.  The ratio of the Companies' Total-Adjusted
               Debt to Adjusted-Tangible-Net Worth may never exceed 8.0 to 1.0.

                    9.3  Servicing Leverage. The ratio of outstanding Term-Line
               Borrowings outstanding to the Companies' Adjusted-Net Worth may
               never exceed 2.5 to 1.0.

                    9.4  Subordinated Debt Leverage.  The ratio of any Permitted
               Debt outstanding under the Revolving Subordinated Loan Agreement
               to the Companies' Net Worth may never exceed 2.0 to 1.0.

                    9.5  Cash Flow.  The ratio of the Companies' historical Cash
               Flow to historical CMLTD may never be less than 1.3 to 1.0 at the
               end of any 12-month period, calculated as of the last day of each
               Calendar Month.

                    9.6  Servicing Portfolio.  The Servicing Portfolio may never
               be less than $4,000,000,000.  Agency servicing must represent a
               minimum of 65% of the total Servicing Portfolio.

                    9.7  Servicing Delinquencies.  The ratio of mortgage loans
               in the Servicing Portfolio that are 30 days or more delinquent,
               or in foreclosure or bankruptcy, to the Servicing Portfolio, may
               not exceed 8.0%.  The ratio of mortgage loans in the Servicing
               Portfolio that are 90 days or more delinquent, or in foreclosure
               or bankruptcy, to the Servicing Portfolio, may not exceed 3.0%.

                    9.8  Debt to Servicing Portfolio.

                                                                Ninth Amendment
                                      10                        ---------------
<PAGE>
 
                         (a)    The Principal Debt of Term-Line Borrowings may
                    never exceed the lesser of either (i) 1.25% of the unpaid
                    principal balance of the Servicing Portfolio, or (ii) 70% of
                    the Appraised Value of the Servicing Portfolio.

                         (b)    The Principal Debt of Working-Capital Borrowings
                    and Term-Line Borrowings may never exceed the lesser of
                    either (i) 1.25% of the unpaid principal balance of the
                    Servicing Portfolio, or (ii) 95% of the Appraised Value of
                    the Servicing Portfolio.

     (R)   Exhibit C-5 is entirely deleted.

     (S)   A new Exhibit G is added in the form of the attached Exhibit G.

     (T)   Schedules 2, 4.1, 4.2, 4.3, 6.9, and 6.10 and Exhibits C-3, C-4, C-6,
D-1, D-2, D-3, and D-6 are entirely amended in the forms of, and all references
in the Credit Agreement to those schedules and exhibits are changed to, the
attached Fifth Amended Schedule 2, Amended Schedule 4.1, Amended Schedule 4.2,
Amended Schedule 4.3, Second Amended Schedule 6.9, Amended Schedule 6.10,
Amended Exhibit C-3, Amended Exhibit C-4, Amended Exhibit C-5, Second Amended
Exhibit D-1, Amended Exhibit D-2, Second Amended Exhibit D-3, and Amended
Exhibit D-6 respectively.

     3.  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 and substance acceptable to
Agent and its special counsel.

     4.  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 .

     5.  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, and 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.


     6.  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.

                                                             Ninth Amendment
                                      11                     ---------------
<PAGE>
 
     7.  MISCELLANEOUS. All references in the Loan Documents to the "Loan
         -------------
Agreement" 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 PAGE FOLLOWS.

                                                                 Ninth Amendment
                                       12                        ---------------
<PAGE>
 
     EXECUTED as of the date first stated in this Ninth Amendment to Amended and
Restated Loan Agreement.
<TABLE>
<CAPTION>
<S>                                                         <C> 
MATRIX FINANCIAL SERVICES  CORPORATION, as Borrower          BANK ONE, TEXAS, N.A., as Agent, as a Lender, and as
                                                             Bank One
 

By                      /s/                                  By                        /s/
     ----------------------------------------------              ------------------------------------------------
     George R. Bender, President                                 Mark L. Freeman, Vice President
 
 
             U.S. BANK NATIONAL ASSOCIATION, formerly        RESIDENTIAL FUNDING CORPORATION, as a Lender
Colorado National Bank, as a Lender
 
 
By                      /s/                                  By                        /s/
     ----------------------------------------------              ------------------------------------------------
     Susan Derber, Vice President                                Mitchell K. Nomura, Director

</TABLE>

                                 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 BANCORP, INC., as Guarantor
 
 
                                           By                /s/
                                                -------------------------------
                                                 Guy A. Gibson, Chief Executive
                                                 Officer and President


                       Signature Page to Ninth Amendment