EXHIBIT 10.13


                      SEVENTH AMENDMENT TO CREDIT AGREEMENT

         This SEVENTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), made and
entered into as of December 2, 2002, 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 a First Amendment to Credit Agreement dated as
of March 5, 2001, a Second  Amendment to Credit  Agreement dated as of April 11,
2001, a Third Amendment to Credit  Agreement dated as of June 29, 2001, a Fourth
Amendment to Credit  Agreement dated as of September 28, 2001, a Fifth Amendment
to Credit  Agreement  dated as of  November  20, 2001 and a Sixth  Amendment  to
Credit  Agreement  dated  as  of  March  31,  2002  (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
         definitions  of  "Swingline  Facility  Amount" and  "Termination  Date"
         contained  in  Section  1.01 of the Credit  Agreement  to read in their
         entireties as follows:

                           "Swingline Facility Amount": $0.

                           "Termination  Date": The earliest of (a) February 28,
                  2003, (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.

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                  2.2  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 14 to
         1.

                  2.3 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. Removal of Lender. From and after the effective date of this
Amendment,  Residential  Funding  Corporation  is removed  as a Lender  from the
Credit  Agreement and each other Loan Document for all purposes  under each Loan
Document.

         Section 4.  Effectiveness  of Amendments.  The amendments  contained in
this  Amendment  shall  become  effective  as of November  30, 2002 (except with
respect to Section 2.2 of this  Amendment,  which shall  become  effective as of
September  30, 2002)  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, 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 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) 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 5. Representations, Warranties, Authority, No Adverse Claim.

                  5.1 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.

                  5.2 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.

                  5.3 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  6.  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

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<PAGE>

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
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 7. 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 8.  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 9.  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 10. 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

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<PAGE>

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.

         Section  11.  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 12.  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 13. 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.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]


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<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 A. Sousa
                                        --------------------------------------
                                      Its C.F.O.

                                      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/ Randall S. Baker
                                        -------------------------------------
                                      Its Vice President

                                      Address for Notices:
                                      225 Nicollet Mall
                                      Minneapolis, Minnesota 55402
                                      Attention: Randall Baker
                                      Telecopier Number:   (612) 303-3580


                                      RESIDENTIAL FUNDING CORPORATION

                                      By /s/ Mitchell 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 of Seventh Amendment to Credit Agreement]


                                      S-1
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                   Schedule 1.01(a) to the Seventh Amendment to Credit Agreement
                                    and Schedule 1.01(a) to the Credit Agreement



                                SCHEDULE 1.01(a)

                               COMMITMENT AMOUNTS



                                                          Warehousing
                Lender                                    Commitment

                U.S. Bank National Association           $50,000,000