EXHIBIT 10.2

                AMENDMENT TO ASSIGNMENT AND ASSUMPTION AGREEMENT

         THIS  AMENDMENT TO ASSIGNMENT  AND  ASSUMPTION  AGREEMENT  (hereinafter
referred to as the "Amending  Agreement") is entered into as of this 13th day of
August 2002,  by and between  Stage Coach  Investments  Ltd.  Liability  Co. (on
behalf of  Mariano  Decola,  William  Howdon  and their  assigns),  and R. James
Nicholson (collectively  hereinafter referred to as "Assignor");  Matrix Funding
Corp., a Colorado  corporation,  (hereinafter  referred to as  "Assignee"),  and
Nicholson Enterprises, Inc.(hereinafter referred to as "NEI")

                                    RECITALS

         WHEREAS,  on the  twentieth  day of June,  1996  Assignor  and Assignee
entered  into  an  agreement  titled   "Assignment  and  Assumption   Agreement"
(hereinafter  referred  to as  the  "Initial  Agreement")  for  the  purpose  of
assigning certain real property  interests to promote the development of certain
real  property  located  in the city of Fort  Lupton,  County of Weld,  State of
Colorado,  and more fully  described  in that  certain  Fort  Lupton Golf Course
Residential and Planned Unit Development Agreement,  (hereinafter referred to as
the "PUD Agreement") dated November 28, 1995; and

         WHEREAS,  the parties to the Initial Agreement have, over the past five
years,  diligently pursued the development of the property to the PUD agreement,
such property now commonly known as Coyote Creek (hereinafter referred to as the
"Project"); and

         WHEREAS, since the execution of the Initial Agreement, the Assignor and
Assignee  have  agreed to  certain  clarifications  to the terms of the  Initial
Agreement which they desire to record herein.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained  herein,  and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:

         1.  Preferred  Return  Calculation.  The Preferred  Return  required in
Paragraph  6  of  the  Initial  Agreement,  shall  be  computed  upon  the  Farm
Acquisition  Costs  ($1,300,000)  and up to an additional Five Hundred  Thousand
dollars ($500,000) deposited into the Development Account which amount is agreed
by the parties to be in the amount of $1,800,000 and is the total subject to the
preferred  return.(hereinafter  referred to as the "Preferred  Capital Amount").
The Preferred Return shall be calculated  annually on the average annual balance
of the Preferred Capital Amount on December 31 of each year.


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         2. Funds Advanced by Matrix in excess of the Preferred  Capital Amount.
Any  funds  advanced  by  Matrix  in  excess  of the  Preferred  Capital  Amount
(hereinafter referred to as the "Excess Funds") shall be treated as a commercial
loan in support of the  Project and shall  accrue  interest at 1% over the prime
rate as published by the Wall Street Journal. Interest and principal paid on the
Excess Funds shall be charged as a Project Cost.  Funds that Matrix  anticipates
to advance pursuant to the proposed  settlement  agreement with the city of Fort
Lupton for purchase of prepaid Golf Course  enhancement fees, prepaid C-BT water
fees and cost of related  letters of credit  shall be included in Project  Costs
and bear interest in the same manner.

         3. Interest on Initial Outside Development Loan. Interest and loan fees
on the initial  development  loan  procured by Matrix from First  Security  Bank
("FSB")  dated June 21, 1996 shall be borne  solely by Matrix and shall not be a
Project Cost.  This interest and loan fees shall not be shown in the  accounting
records of the Project.

         4.  Cost of Karl  Kasch &  Cimarron  Consultants.  The  costs  incurred
subsequent to December 31, 2001 of employing Karl Kasch and his company Cimarron
Consultants (collectively hereinafter referred to as "Kasch") related to the Ft.
Lupton  project  shall be considered a project cost and as such shall be charged
to and funded by the  project.  The costs so charged  shall  include  but not be
limited  to  the  following:  a)  general  administrative  expense  involved  in
preparation  of draws and  financial  reporting,  b)  supervising  the  platting
process,  c) the cost of sales and marketing on the project,  d)  negotiation of
water rights;  e)  negotiation  of easements and right of way; f) negotiation of
surface use agreements; g) Coyote Creek master association;  and h) construction
management.  This allocation of costs incurred  through Kasch shall be effective
on or after January 1, 2002 and the Project shall  reimburse NEI upon  execution
of this  Amending  Agreement  for the portion of Kasch's costs which are Project
Cost and which NEI has paid from January 1, 2002 to present.

         5. Annual Accounting. Exhibit A is incorporated herein and agreed to by
the parties as the  accounting  summary for the Project as of December 31, 2001.
Exhibit A presents  the  financial  status of the Project and  includes:  1) the
accumulated  Project Costs; 2) the accumulated  Project  Revenue;  3) the Excess
Funds;  4) the accrued  interest on the Excess Funds;  5) the Preferred  Capital
Amount; and 6) the accumulated Preferred Return on the Preferred Capital Amount.
An accounting  report shall be prepared each subsequent  year hereafter.  Matrix
and NEI shall annually agree on the submitted Annual Accounting Report.

         6. Legal Costs  Related to the Amending  Agreement.  The parties  agree
that 50% of the legal costs incurred in the  negotiation  and preparation of the
Amending  Agreement shall be considered a Project Cost. NEI shall be reimbursed,
as a Project Cost, for 50% of the cost of legal services  rendered by Bailey and
Peterson, P.C., relating to the amendment of the Initial Agreement which NEI has
previously paid.

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         7.  Definitions.  Except as  specifically  put  forth in this  Amending
Agreement all terms shall have the same meanings as in the Initial Agreement.

         8. Relationship  Between Agreements.  In the event of any inconsistency
between  the  terms of this  Amending  Agreement  and the  terms of the  Initial
Agreement, the terms of this Amending Agreement shall control.

         9. Full Force and  Effect.  The  parties  acknowledge  that the Initial
Agreement is in full force and effect,  that there is no default  thereunder  by
either party and that there are no other  agreements  between the parties except
as described therein.

         10. Paragraph  Headings.  The paragraph  headings are inserted only for
convenient  reference  and do not define,  limit or prescribe  the scope of this
Amending Agreement.

         11.  Facsimile  signatures.  Facsimile  signatures will be accepted and
have the same force and effect as original signatures.

         12.  Counterparts.  This document may be executed in  counterparts  and
such  execution  will have the same  force and  effect  as if the  document  was
executed simultaneously.

         IN WITNESS  WHEREOF the parties have caused this Amending  Agreement to
be executed as of the date set forth above.

                                    ASSIGNOR:

                                    /s/ Mariano DeCola
                                    -----------------------------------
                                    Mariano DeCola, Manager
                                    Stage Coach Investments, LLC



                                    /s/ R. James Nicholson
                                    -----------------------------------
                                    R. James Nicholson




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                                    ASSIGNEE:

                                    MATRIX  FUNDING CORP.


                                    /s/ Richard Schmitz
                                    ----------------------------------------
                                    By: Richard Schmitz, President





                                    Nicholson Enterprises, Inc.


                                    /s/  R. Scott Burrows
                                    -----------------------------------------
                                    R. Scott Burrows,  VP, Treasurer