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                                                                   EXHIBIT 10.33

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

     THIS DOCUMENT is entered into as of February 12, 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)
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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. Section 1.1 of the Loan Agreement is amended to entirely
         ----------
amend the following definitions in that section:

               "Tranche B-Stated-Termination Date" means the earlier of either
          (a) February 22, 1999, or (b) the 30th calendar day after the calendar
          day that at least $31,500,000 of Tranche B is outstanding at any one
          time.

               "Warehouse-Stated-Termination Date" means February 22, 1999.

     3.  CONDITIONS PRECEDENT. Notwithstanding any contrary provision, the
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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 counterparts of this document executed by each party on the
signature pages of this document.

     4.  RATIFICATIONS. To induce Agent and Lenders to enter into this document,
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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
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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

                                                               Eighth Amendment
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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
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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.

     7.  MISCELLANEOUS. All references in the Loan Documents to the "Loan
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Agreement" refer to the Loan Agreement as amended by this document. This
document is a "Loan Document" referred to in the Loan Agreement; therefore, the
provisions relating to Loan Documents in Sections 1 and 12 are incorporated in
this document by reference. Except as specifically amended and modified in this
document, the Loan Agreement is unchanged and continues in full force and
effect. This document may be executed in any number of counterparts with the
same effect as if all signatories had signed the same document. All counterparts
must be construed together to constitute one and the same instrument. This
document binds and inures to each of the undersigned and their respective
successors and permitted assigns, subject to Section 12.12.

THIS DOCUMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN
THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIEs.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS BETWEEN THE PARTIES.

                    REMAINDER OF PAGE INTENTIONALLY BLANK.
                            SIGNATURE PAGE FOLLOWS.

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

By                      /s/                                  By                           /s/
        -------------------------------------------                 ---------------------------------------------   
        Susan Derber, Senior 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.

                      Signature Page to Eighth Amendment
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                                       MATRIX BANCORP, INC., as Guarantor
 
 
                                       By                /s/
                                              ------------------------------
                                              Guy A. Gibson, Chief Executive
                                              Officer and President

                      Signature Page to Eighth Amendment