Execution Copy

                       FIFTH AMENDMENT TO CREDIT AGREEMENT

         This FIFTH AMENDMENT TO CREDIT AGREEMENT (this  "Amendment"),  made and
entered into as of November 20, 2001, is by and among MATRIX FINANCIAL  SERVICES
CORPORATION,  an Arizona  corporation (the "Company"),  the lenders from time to
time party to the  Credit  Agreement  referred  to below  (each a  "Lender"  and
collectively,  the "Lenders"), and U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"),
as agent for the Lenders (in such capacity,  together with any successor  agents
appointed hereunder, the "Agent").

                                    RECITALS

         A. The Company, the Lenders and U.S. Bank National Association,  in its
capacities as a Lender and as Agent, entered into a Credit Agreement dated as of
September 29, 2000, as amended by that First Amendment to Credit Agreement dated
as of March 5, 2001, that Second Amendment to Credit Agreement dated as of April
11, 2001, that Third Amendment to Credit Agreement dated as of June 29, 2001 and
that Fifth  Amendment to Credit  Agreement  dated as of  September  28, 2001 (as
amended, the "Credit Agreement"); and

         B. The  Company  desires  to amend  certain  provisions  of the  Credit
Agreement,  and the Lenders  and the Agent have agreed to make such  amendments,
subject to the terms and conditions set forth in this Amendment.

                                    AGREEMENT

         NOW, THEREFORE,  for good and valuable  consideration,  the receipt and
adequacy of which are hereby  acknowledged,  the parties hereto hereby  covenant
and agree to be bound as follows:

         Section 1.  Capitalized  Terms.  Capitalized  terms used herein and not
otherwise  defined herein shall have the meanings assigned to them in the Credit
Agreement, unless the context shall otherwise require.

         Section 2. Amendments to Credit Agreement.

                  2.1 Section 1.01.

                  (a) The Credit  Agreement  is hereby  amended by amending  the
         definition  of  "Adjusted   Leverage   Ratio",   "Applicable   Margin",
         "Swingline Facility Amount" and "Termination Date" contained in Section
         1.01 of the Credit Agreement to read in its entirety as follows:

                           "Adjusted   Leverage  Ratio":   As  of  any  date  of
                  determination,  the  ratio of (a)  Total  Indebtedness  to (b)
                  Adjusted Tangible Net Worth.

                           "Applicable  Margin":  With respect to (a) Prime Rate
                  Advances, 0%; and (b) Eurodollar Advances, 1.20%.

<PAGE>

                           "Eurodollar  Rate":  With  respect  to  any  date  of
                  determination, the average offered rate for one month deposits
                  in United States dollars,  which rate appears on Telerate page
                  3750 as of 11:00  a.m.,  London time (or such other time as of
                  which such rate appears) on such date of determination, or the
                  rate for such  deposits  determined  by the Agent at such time
                  based on such other published  service of general  application
                  as shall be selected by the Agent for such  purpose,  provided
                  that in lieu of determining the rate in the foregoing  manner,
                  at the option of the Agent,  the Agent may  determine the rate
                  based on rates at which one month  deposits  in United  States
                  dollars are offered to the Agent in the  interbank  Eurodollar
                  market at such time in an  amount  approximately  equal to the
                  aggregate  principal amount of the Advances to which such rate
                  is to apply. "Telerate page 3750" means the display designated
                  as such on the Telerate  reporting system operated by Telerate
                  System  Incorporated  (or such other page as may replace  such
                  page  3750 for the  purpose  of  displaying  London  interbank
                  offered rates of major banks for U.S. Dollar deposits).

                           "Swingline  Facility  Amount":  (i) $48,000,000 on or
                  before  November 20,  2001;  (ii)  $80,000,000  from and after
                  November  20, 2001 to March 31,  2002;  and (iii)  $60,000,000
                  from and after April 1, 2002.

                           "Termination  Date":  The  earliest  of (a) March 31,
                  2002, (b) the date on which the  Commitments are terminated or
                  reduced to zero pursuant to Section  2.01(g),  or (c) the date
                  on which the  Commitments  are terminated  pursuant to Section
                  6.02.

                  (b) The  Credit  Agreement  is hereby  amended  by adding  the
         definitions of "Adjusted  Tangible Net Worth",  "Prime Rate" and "Prime
         Rate  Advance" to Section 1.01 in their correct  alphabetical  order to
         read as follows:

                           "Adjusted  Tangible  Net  Worth":  As of any  date of
                  determination,  the  sum  of  the  amounts  set  forth  on the
                  consolidated  balance  sheet of the  Company as the sum of the
                  common stock, preferred stock,  additional paid-in capital and
                  retained earnings of the Company  (excluding  treasury stock),
                  minus the book value of all  intangible  assets of the Company
                  and its  Subsidiaries,  including  all such items as goodwill,
                  trademarks,  trade names, service marks, copyrights,  patents,
                  licenses,  unamortized  debt  discount  and  expenses  and the
                  excess of the  purchase  price of the  assets of any  business
                  acquired  by the Company or any of its  Subsidiaries  over the
                  book value of such assets,  plus  Indebtedness  of the Company
                  subordinated  in  right  of  payment  to  the  payment  of the
                  Obligations  in a  manner  and to an  extent  approved  by the
                  Required Banks,  minus  capitalized  excess servicing fees and
                  capitalized  servicing  rights,  plus the lesser of (a) 95% of
                  the Appraisal Value of the Eligible Servicing Portfolio or (b)
                  the book value of the Company's  capitalized  excess servicing
                  fees and capitalized rights.

                           "Appraisal  Value":  As of any date of determination,
                  the fair  market  value of the  Company's  Eligible  Servicing
                  Portfolio,   as  determined  by  the  most  recent   appraisal
                  conducted by a qualified appraiser  acceptable to the Agent to
                  be performed on not less than a quarterly basis.

                                       2
<PAGE>

                           "Eligible  Servicing  Portfolio":  As of any  date of
                  determination,  the  Servicing  Portfolio  of the Borrower but
                  excluding the principal  balance of Mortgage Loans included in
                  the Servicing  Portfolio (a) with respect to which the Company
                  is obligated  to  repurchase  or  indemnify  the holder of the
                  Mortgage  Loans as a result of defaults on the Mortgage  Loans
                  at any time during the term of such  Mortgage  Loans,  (b) for
                  which the  Servicing  Contracts  are not owned by the  Company
                  free  and  clear of Liens  (other  than  Liens in favor of the
                  Agent), (c) which are serviced by the Company for others under
                  subservicing  arrangements,  or (d)  which  are  serviced  for
                  Persons other than Fannie Mae, Freddie Mac, Ginnie Mae or such
                  other Persons which are acceptable to the Required  Lenders in
                  their sole discretion for such purpose.

                           "Prime Rate":  The rate of interest from time to time
                  publicly announced by the Agent as its "prime rate". The Agent
                  may lend to its customers at rates that are at, above or below
                  the Prime Rate. For purposes of determining  any interest rate
                  hereunder or under any other Loan  Document  which is based on
                  the Prime Rate,  such  interest  rate shall change as and when
                  the Prime Rate shall change.

                           "Prime  Rate  Advance":  An Advance  with  respect to
                  which the  interest  rate is  determined  by  reference to the
                  Prime Rate.

                  (c) Section 1.01 of the Credit  Agreement is hereby amended by
         deleting  the  definitions  of  "Reference  Rate" and  "Reference  Rate
         Advance" in their entirety.

                  2.2  Prime  Rate.   Except  for   references   to  such  terms
         specifically so amended by this Amendment,  all remaining references to
         the term "Reference Rate" or "Reference Rate Advance"  contained in the
         Credit Agreement are hereby amended to be references to the term "Prime
         Rate" or "Prime Rate Advance", as applicable.

                  2.3 Adjusted  Tangible  Net Worth.  Section 4.14 of the Credit
         Agreement is hereby amended in its entirety to read as follows:

                           Section 4.14 Adjusted Tangible Net Worth. The Company
                  will not permit its Adjusted Tangible Net Worth at any time to
                  be less than $30,000,000.

                  2.4  Adjusted  Leverage  Ratio.  Section  4.15  of the  Credit
         Agreement is hereby amended in its entirety to read as follows:

                           Section 4.15.  Adjusted  Leverage Ratio.  The Company
                  will not permit the Adjusted  Leverage Ratio at any time to be
                  greater than (a) 12 to 1 before November 20, 2001, (b) 14 to 1
                  from and after November 20, 2001 to March 31, 2002, and (c) 12
                  to 1 from and after April 1, 2002.

                                       3
<PAGE>

                  2.5 Schedule 1.01(a). Schedule 1.01(a) to the Credit Agreement
         is hereby  amended  in its  entirety  to read as set forth in  Schedule
         1.01(a) attached to this Amendment,  which is made a part of the Credit
         Agreement as Schedule 1.01(a) thereto.

         Section 3.  Effectiveness  of Amendments.  The amendments  contained in
this Amendment shall become effective  provided the Agent shall have received at
least five (5) counterparts of this Amendment,  duly executed by the Company and
all of the Lenders,  and the Agent shall have received the following,  each duly
executed or certified:

                  (a) This Amendment, the Second Amended and Restated Promissory
         Note (Warehousing Note) to U.S. Bank National Association,  the Amended
         and Restated  Promissory Note (Warehousing Note) to Residential Funding
         Corporation and the Second Amended and Restated  Swingline Note to U.S.
         Bank National Association, in each case duly executed by the Company.

                  (b) A copy of the resolutions of the Board of Directors of the
         Company  authorizing  the execution,  delivery and  performance of this
         Amendment  certified as true and accurate by its Secretary or Assistant
         Secretary,  along with a  certification  by such Secretary or Assistant
         Secretary  (i)  certifying  that  there  has been no  amendment  to the
         Certificate  of  Incorporation  or Bylaws of the Company since true and
         accurate  copies  of the  same  were  delivered  to the  Lender  with a
         certificate  of the Secretary of the Company dated  September 29, 2000,
         and (ii) identifying each officer of the Company  authorized to execute
         this  Amendment,  the  Second  Amended  and  Restated  Promissory  Note
         (Warehousing Note) to U.S. Bank National  Association,  the Amended and
         Restated  Promissory  Note  (Warehousing  Note) to Residential  Funding
         Corporation and the Second Amended and Restated  Swingline Note to U.S.
         Bank  National  Association  and  any  other  instrument  or  agreement
         executed   by  the   Company   in   connection   with  this   Amendment
         (collectively,   the  "Amendment  Documents"),  and  certifying  as  to
         specimens of such officer's signature and such officer's  incumbency in
         such offices as such officer holds.

                  (c) Certified copies of all documents evidencing any necessary
         corporate  action,  consent or governmental or regulatory  approval (if
         any) with respect to this Amendment.

                  (d) The Consent and  Reaffirmation of Guaranty,  duly executed
         by the Guarantor.

                  (e) A written opinion, addressed to the Agent and the Lenders,
         dated  the  date  hereof  and in a  form  satisfactory  to  the  Agent,
         concerning the  authorization,  execution,  delivery,  performance  and
         enforceability of the Amendment Documents executed by the Borrower.

                  (f) The Company shall have satisfied such other  conditions as
         specified by the Agent and the Lenders, including payment of all unpaid
         legal fees and expenses  incurred by the Agent through the date of this
         Amendment in  connection  with the Credit  Agreement  and the Amendment
         Documents.

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<PAGE>

         Section 4. Representations, Warranties, Authority, No Adverse Claim.

                  4.1 Reassertion of Representations and Warranties, No Default.
         The  Company  hereby  represents  that on and as of the date hereof and
         after giving effect to this  Amendment  (a) all of the  representations
         and warranties  contained in the Credit Agreement are true, correct and
         complete in all respects as of the date hereof as though made on and as
         of such date,  except for changes  permitted by the terms of the Credit
         Agreement,  and (b) there will exist no  Unmatured  Event of Default or
         Event  of  Default  under  the  Credit  Agreement  as  amended  by this
         Amendment  on such date which has not been  waived by the Agent and the
         Lenders.

                  4.2 Authority,  No Conflict, No Consent Required.  The Company
         represents  and warrants that the Company has the power and legal right
         and  authority  to enter  into  the  Amendment  Documents  and has duly
         authorized as  appropriate  the execution and delivery of the Amendment
         Documents and other agreements and documents  executed and delivered by
         the Company in  connection  herewith or therewith  by proper  corporate
         action,  and  none  of  the  Amendment  Documents  nor  the  agreements
         contained herein or therein  contravenes or constitutes a default under
         any agreement,  instrument or indenture to which the Company is a party
         or  a  signatory  or  a  provision  of  the  Company's  Certificate  of
         Incorporation,  Bylaws or any other  agreement or requirement of law in
         which the  consequences  of such  default  or  violation  could  have a
         material adverse effect on the business, operations, properties, assets
         or  condition   (financial   or  otherwise)  of  the  Company  and  its
         Subsidiaries  taken as a whole, or result in the imposition of any Lien
         on any of its property under any agreement  binding on or applicable to
         the  Company or any of its  property  except,  if any,  in favor of the
         Agent on behalf of the  Lenders.  The Company  represents  and warrants
         that no  consent,  approval  or  authorization  of or  registration  or
         declaration  with  any  Person,   including  but  not  limited  to  any
         governmental  authority,  is required in connection  with the execution
         and  delivery  by the  Company  of the  Amendment  Documents  or  other
         agreements  and  documents  executed  and  delivered  by the Company in
         connection  therewith or the  performance of obligations of the Company
         therein  described,  except for those which the Company has obtained or
         provided and as to which the Company has delivered  certified copies of
         documents evidencing each such action to the Agent.

                  4.3 No Adverse Claim. The Company  warrants,  acknowledges and
         agrees that no events have taken  place and no  circumstances  exist at
         the date  hereof  which  would  give the  Company  a basis to  assert a
         defense,  offset  or  counterclaim  to any  claim  of the  Agent or the
         Lenders with respect to the  Obligations  or the Company's  obligations
         under the Credit Agreement as amended by this Amendment.

         Section  5.  Affirmation  of Credit  Agreement  and  Pledge  Agreement,
Further References. The Agent, the Lenders, and the Company each acknowledge and
affirm that the Credit  Agreement,  as hereby  amended,  is hereby  ratified and
confirmed in all respects and all terms, conditions and provisions of the Credit
Agreement,  except as amended by this Amendment,  shall remain unmodified and in
full force and effect.  The Company  confirms to the Agent and the Lenders  that
the  Company's  obligations  under the  Credit  Agreement,  as  amended  by this
Amendment,  are and continue to be secured by the security  interest  granted by
the Company in favor of the Agent and the Lenders under the Pledge Agreement and
all of the terms, conditions,  provisions, agreements,  requirements,  promises,
obligations,  duties,  covenants and  representations  of the Company under such

                                       5
<PAGE>

document  and any and all  other  documents  and  agreements  entered  into with
respect  to the  obligations  under the  Agreement  are  incorporated  herein by
reference  and are hereby  ratified  and affirmed in all respect by the Company.
All references in any document or instrument to the Credit  Agreement are hereby
amended and shall refer to the Credit  Agreement  as amended by this  Amendment.
All of the terms, conditions,  provisions, agreements,  requirements,  promises,
obligations,  duties,  covenants and  representations  of the Company under such
documents  and any and all other  documents  and  agreements  entered  into with
respect to the obligations under the Credit Agreement are incorporated herein by
reference and are hereby ratified and affirmed in all respects by the Company.

         Section 6. Merger and Integration,  Superseding Effect. This Amendment,
from and after the date hereof,  embodies the entire agreement and understanding
between the parties hereto and supersedes and has merged into this Amendment all
prior oral and  written  agreements  on the same  subjects  by and  between  the
parties hereto with the effect that this  Amendment,  shall control with respect
to the specific subjects hereof and thereof.

         Section 7.  Severability.  Whenever  possible,  each  provision of this
Amendment and the other Amendment Documents and any other statement,  instrument
or  transaction  contemplated  hereby or thereby or  relating  hereto or thereto
shall be  interpreted in such manner as to be effective,  valid and  enforceable
under the  applicable  law of any  jurisdiction,  but, if any  provision of this
Amendment,  the other Amendment Documents or any other statement,  instrument or
transaction  contemplated  hereby or thereby or relating hereto or thereto shall
be held to be prohibited,  invalid or  unenforceable  under the applicable  law,
such provision shall be ineffective in such  jurisdiction  only to the extent of
such  prohibition,  invalidity  or  unenforceability,  without  invalidating  or
rendering  unenforceable  the  remainder  of  such  provision  or the  remaining
provisions  of this  Amendment,  the  other  Amendment  Documents  or any  other
statement,  instrument or transaction contemplated hereby or thereby or relating
hereto or thereto in such jurisdiction, or affecting the effectiveness, validity
or enforceability of such provision in any other jurisdiction.

         Section 8.  Successors.  The Amendment  Documents shall be binding upon
the Company,  the Lenders,  and the Agent and their  respective  successors  and
assigns,  and shall inure to the benefit of the Company,  the  Lenders,  and the
Agent and the successors and assigns of the Lenders and the Agent.

         Section 9. Legal  Expenses.  As provided in Section  8.03 of the Credit
Agreement,  the Company  agrees to reimburse the Agent,  upon  execution of this
Amendment,  for all reasonable  out-of-pocket expenses (including attorney' fees
and legal expenses of Dorsey & Whitney LLP,  counsel for the Agent)  incurred in
connection  with  the  Credit  Agreement,   including  in  connection  with  the
negotiation,  preparation and execution of the Amendment Documents and all other
documents  negotiated,  prepared and executed in  connection  with the Amendment
Documents,  and in enforcing the  obligations of the Company under the Amendment
Documents,  and to pay and save the  Agent  and the  Lenders  harmless  from all
liability for, any stamp or other taxes which may be payable with respect to the
execution  or delivery of the  Amendment  Documents,  which  obligations  of the
Company shall survive any termination of the Credit Agreement.

                                       6
<PAGE>

         Section  10.  Headings.  The  headings  of  various  sections  of  this
Amendment  have been inserted for reference only and shall not be deemed to be a
part of this Amendment.

         Section 11.  Counterparts.  The Amendment  Documents may be executed in
several  counterparts as deemed necessary or convenient,  each of which, when so
executed, shall be deemed an original, provided that all such counterparts shall
be  regarded as one and the same  document,  and either  party to the  Amendment
Documents  may execute any such  agreement  by executing a  counterpart  of such
agreement.

         Section 12. Governing Law. THE AMENDMENT DOCUMENTS SHALL BE GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF MINNESOTA,  WITHOUT  GIVING EFFECT TO CONFLICT
OF LAW  PRINCIPLES  THEREOF,  BUT GIVING  EFFECT TO FEDERAL LAWS  APPLICABLE  TO
NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR AFFILIATES.

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                                       7

<PAGE>




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

                                    MATRIX FINANCIAL SERVICES CORPORATION


                                    By  /s/ Larry G. Sousa
                                      --------------------------------
                                      Its Chief Financial Officer
                                      --------------------------------

                                    Address for Notices:
                                    -------------------
                                    2133 West Peoria
                                    Phoenix, Arizona  85029-4928
                                    Attention:  James K. Munford, President
                                    Telecopier Number:  (602) 749-2200

                                    U.S. BANK NATIONAL ASSOCIATION


                                    By  /s/ Randy S. Baker
                                      ---------------------------------
                                      Its Vice President
                                      ---------------------------------

                                    Address for Notices:
                                    -------------------
                                    601 South Second Street
                                    Minneapolis, Minnesota 55402
                                    Attention:  Randall Baker
                                    Telecopier Number:   (612) 973-0826

                                    RESIDENTIAL FUNDING CORPORATION

                                    By  /s/ Michael K. Nomura
                                      ---------------------------------
                                      Its Director
                                      ---------------------------------

                                    Address for Notices:
                                    -------------------
                                    1646 North California Boulevard
                                    Suite 400
                                    Walnut Creek, California 94596
                                    Phone:  (925) 988-2350
                                    ATTN: Mitchell Nomura







             [Signature Page to Third Amendment to Credit Agreement]

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