EXHIBIT 10.1

                        PURCHASE AND ASSUMPTION AGREEMENT


         THIS PURCHASE AND ASSUMPTION  AGREEMENT  entered into with effect as of
February 28, 2003,  between MATRIX FINANCIAL  SERVICES  CORPORATION,  an Arizona
corporation ("Seller"),  MATRIX CAPITAL BANK, a federal savings bank ("Parent"),
and AMPRO MORTGAGE CORPORATION, a Delaware corporation ("Purchaser").

                              W I T N E S S E T H:

         WHEREAS,  Seller is a mortgage  banking  corporation that is engaged in
the business of  originating,  buying and servicing  mortgage  loans,  and is an
operating subsidiary of a federally chartered savings bank; and

         WHEREAS,  Seller  desires  to  sell  and  transfer  to  Purchaser,  and
Purchaser  desires to purchase and  otherwise  acquire  from Seller,  all right,
title and interest in and to the Production  Assets (as hereinafter  defined) in
accordance with the terms and subject to the conditions of this Agreement.

         NOW,  THEREFORE,  in consideration of the mutual benefits to be derived
from this  Agreement  and of the  representations,  warranties,  conditions  and
promises hereinafter contained,  and other valuable  consideration,  the receipt
and sufficiency of which are hereby acknowledged,  Purchaser,  Seller and Parent
hereby agree as follows:

                                    ARTICLE I
                           DEFINITIONS; INTERPRETATION

                  Section 1.1  Definitions.  Throughout this Agreement,  and any
amendments  hereto,  whenever  capitalized  the  following  terms shall have the
meanings ascribed to them in this Article I:

                  "Accrued  Consideration  and  Benefits":  All  amounts due and
payable,  or that have accrued with respect to the period,  prior to the Initial
Closing Date, to Seller's  employees under all incentive,  bonus,  commission or
other compensation  arrangements or any Employee Benefit Plan applicable to such
employees,  plus  amounts  that would have been  payable by Seller for taxes and
other similar payments related thereto.  The Accrued  Consideration and Benefits
are listed on Schedules 6.8(a)-1 on an employee-by-employee basis.

                  "Acquired  Division":  The  newly  formed  division  of Seller
containing only the Production  Assets and Existing  Pipeline  Applications,  as
described in Section 2.1(a).

<PAGE>

                  "Affiliate":  Any Person who directly,  or indirectly  through
one or more  intermediaries,  controls or is  controlled  by, or is under common
control with, the Person  specified.  For purposes of this definition,  the term
"control"  (including,  with correlative  meaning, the terms "controlled by" and
"under common control with") shall mean the possession,  directly or indirectly,
of the power to direct or cause the  direction of the  management or policies of
such Person, whether through the ownership of voting securities,  by contract or
otherwise.

                  "Agencies" or "Agency":  GNMA, FNMA,  FHLMC, HUD, FHA, VA, RHS
and/or a State Agency, as applicable.

                  "Aggregate Locked Loan Profitability  Amount":  The sum of the
Locked  Loan  Profitability  Amount  for the  First  Month and the  Locked  Loan
Profitability Amount for the Second Month, determined as follows:

                                    Locked  Loan  Profitability  Amount  for the
                  First Month.  With respect to Mortgage Loans originated out of
                  the Leased  Premises  and closed and funded  during the thirty
                  (30) day period  beginning  on the Initial  Closing Date (such
                  thirty day  period,  the "First  Month") by and in the name of
                  Seller that result from  Existing  Pipeline  Applications  for
                  which an interest rate lock was  registered  with Seller as of
                  the Initial Closing Date, an amount determined as follows: (i)
                  the Monthly Anticipated  Purchase Price Adjustment Payment for
                  the First  Month  shall be divided by the  aggregate  original
                  principal  balance of all  Mortgage  Loans that are closed and
                  funded by Seller in the First  Month,  which  amount  shall be
                  expressed in basis points;  and (ii) if the amount  determined
                  in clause (i) is greater  than thirty  basis  points  (0.30%),
                  then the Locked Loan Profitability  Amount for the First Month
                  shall  equal  one-half  of the  difference  between the amount
                  determined  under clause (i) and thirty  basis points  (0.30%)
                  multiplied by the original  principal  balance of all Mortgage
                  Loans  originated  out of the Leased  Premises  and closed and
                  funded  in the First  Month by and in the name of Seller  that
                  result  from  Existing  Pipeline  Applications  for  which  an
                  interest  rate  lock  was  registered  with  Seller  as of the
                  Initial   Closing   Date.   In  the  event  that  the  Monthly
                  Anticipated   Purchase  Price  Adjustment   Payment  does  not
                  indicate  a gain for the  First  Month,  then no  Locked  Loan
                  Profitability Amount for the First Month shall be payable.

                                    Locked  Loan  Profitability  Amount  for the
                  Second Month. With respect to Mortgage Loans originated out of
                  the  Leased   Premises  and  closed  and  funded   during  the
                  thirty-first  (31st) through and including the sixtieth (60th)
                  day following the Initial Closing Date (the "Second Month") by

                                       2
<PAGE>

                  and in the name of Seller that result from  Existing  Pipeline
                  Applications  for which an interest  rate lock was  registered
                  with  Seller  as  of  the  Initial  Closing  Date,  an  amount
                  determined as follows:  (i) the Monthly  Anticipated  Purchase
                  Price Adjustment Payment for the Second Month shall be divided
                  by the aggregate  original  principal  balance of all Mortgage
                  Loans  that are  closed  and  funded by  Seller in the  Second
                  Month,  which amount shall be expressed in basis  points;  and
                  (ii) if the amount  determined  in clause (i) is greater  than
                  thirty   basis   points   (0.30%),   then  the   Locked   Loan
                  Profitability Amount for the Second Month shall equal one-half
                  of the difference  between the amount  determined under clause
                  (i) and thirty basis points (0.30%) multiplied by the original
                  principal  balance of all Mortgage Loans originated out of the
                  Leased  Premises  and closed and funded in the Second Month by
                  and in the name of Seller that result from  Existing  Pipeline
                  Applications  for which an interest  rate lock was  registered
                  with Seller as of the Initial  Closing Date. In the event that
                  the Monthly Anticipated Purchase Price Adjustment Payment does
                  not indicate a gain for the Second Month,  then no Locked Loan
                  Profitability Amount for the Second Month shall be payable.

                  "Agreement": This Purchase and Assumption Agreement, including
all Exhibits and Schedules attached hereto or delivered pursuant hereto, and all
amendments hereof and supplements hereto.

                  "Asset Payment Amount":  Three Million Three Hundred Forty-One
Thousand Seven Hundred Thirty-Eight Dollars ($3,341,738), the dollar amount that
the Parties agree represents the value of the Tangible Assets and the Intangible
Assets, as of the Initial Closing Date.

                  "Assumed Obligations": As defined in Section 2.1(c).

                  "Business Day": Any day other than a Saturday, Sunday, federal
holiday or any other day on which  banking  institutions  in either the State of
Texas, Arizona or Colorado are authorized or obligated by law to be closed.

                  "Consent":  The affirmative written consent or approval of any
Person that is required to consent to or approve the  transfer to  Purchaser  by
Seller of the  Production  Assets  at or after the  Initial  Closing  Date,  the
conduct by Purchaser  of business  with the  Production  Assets at and after the
Initial  Closing Date, or the  consummation by either Seller or Purchaser of the
transactions  consummated  hereby,  which consents and approvals  shall be given
without  material  adverse  modification  to the rights of, and without  cost or
expense to, the lessee or the contracting party thereunder (other than the costs

                                       3
<PAGE>

and expenses  (including  without limitation  professionals'  fees and expenses)
incurred by such lessee or contracting party in reviewing the Consent).

                  "Contract  Rights":  Those rights of Seller  under  agreements
relating  specifically  to the  Production  Assets  (other than the Leases,  the
Equipment  Leases,  the New and  Existing  Pipeline  Applications  and the Final
Closing Date Sales Commitments),  including without limitation service contracts
and data processing contracts.  The agreements giving rise to Contract Rights as
of the relevant date are listed on Schedule 4.2(g).

                  "Deficit Draw": The amount, as of the Initial Closing Date, of
all unearned draws paid to Seller's  employees  listed on Schedule 6.8 as of the
Initial  Closing Date that exceed the commissions  owed to such  employees.  The
Deficit  Draws as of the Initial  Closing  Date is or will be listed on Schedule
6.8(a)-2 on a loan officer-by-loan officer basis.

                  "Employee Benefit Plans":  As defined in Section 6.8(a).

                  "Employee-Related Matters":  As defined in Section 4.1(g).

                  "Equipment  Leases":  All leases for the use of any furniture,
fixtures or equipment now located and used in the Leased  Premises and otherwise
related to the Acquired  Division.  The Equipment Leases as of the relevant date
are listed on Schedule 4.2(f)-2.

                  "Escrow":  An interest  bearing escrow  account  maintained at
U.S.  Bank in St.  Paul,  MN,  in which  will be held the  advance  against  the
Production  Premium  pursuant  to Section  2.3(a)(i),  all  Monthly  Anticipated
Purchase  Price  Adjustment  Payments that are required to be made by Seller and
Purchaser pursuant to Section 2.3(c)(i),  and all interest and earnings thereon.
All funds  held in Escrow  shall be  subject  to the  disbursement  formulae  in
Section 2.3(c).

                  "Executive Committee": As defined in the Operating Plan.

                  "Exhibit":  An exhibit  attached  hereto or delivered or to be
delivered pursuant to this Agreement.

                  "Existing  Pipeline  Applications":  Applications for Mortgage
Loans taken by  employees  of Seller or  approved  brokers of Seller and entered
onto Seller's  pipeline tracking system prior to the Initial Closing Date, which
are active and have not yet closed on the Initial Closing Date.

                  "FHA":  The Federal Housing  Administration,  or any successor
thereof.


                                       4
<PAGE>

                  "FHLMC":  The Federal Home Loan Mortgage  Corporation,  or any
successor thereof.

                  "Final Closing Date": The date on which the Transition  Period
ends, which date shall be six (6) months after the Initial Closing Date, or such
other date as is agreed upon in writing by Purchaser and Seller.

                  "Final  Closing Date Sales  Commitments":  Commitments to sell
Mortgage  Loans that have not closed on or before the Final Closing Date,  which
commitments  are entered into by Seller in the ordinary course of business on or
before, and which are in existence as of, the Final Closing Date.

                  "FNMA":  The Federal  National  Mortgage  Association,  or any
successor thereof.

                  "GAAP":   Generally   accepted   accounting   principles,   as
established by the Financial  Accounting  Standards  Board for use in the United
States, consistently applied and maintained throughout the period indicated.

                  "GNMA": The Government National Mortgage  Association,  or any
successor thereof.

                  "Hired Employees": As defined in Section 6.8(a).

                  "HUD": The U.S.  Department of Housing and Urban  Development,
or any successor thereto.

                  "Indemnified Events": The events set forth in Article VII with
respect to which Losses are indemnified by a Party.

                  "Indemnified    Party":    A   Party   that    benefits   from
indemnification from the other Party pursuant to Article VII.

                  "Initial Closing Date": February 28, 2003.

                  "Initial Closing Date Sales Commitments":  Commitments to sell
Mortgage Loans that have not closed on or before the Initial Closing Date, which
commitments  are entered into by Seller in the ordinary course of business on or
before, and which are in existence as of, the Initial Closing Date.

                  "Insurer":  FHA, VA, RHS or any private  mortgage insurer that
insures or  guarantees  all or any portion of the risk of loss upon default by a
Mortgagor under any Mortgage Loan or any other insurer that provides policies of
life,  hazard,  disability,  title or other insurance with respect to any of the
Mortgage Loans or the collateral securing a Mortgage Loan.

                                       5
<PAGE>


                  "Intangible   Assets":   The   computer   software  and  other
intangible  assets owned or licensed by Seller as of the Initial  Closing  Date,
which are located and used in the Leased  Premises  and related to the  Acquired
Division,  and which are  listed on  Schedule  4.1(h)-2.  Schedule  4.1(h)-2  is
referred to herein as the "Initial Closing Date Intangible Assets Schedule."

                  "Investor":  FNMA,  FHLMC or GNMA,  or any other Person having
the  beneficial  interest  in a  Mortgage  Loan that is the  subject of a New or
Existing Pipeline  Application,  or any purchaser or prospective  purchaser of a
Mortgage Loan that is the subject of a New or Existing Pipeline Application.

                  "Lease-Back Charge": As defined in Section 2.4 hereof.

                  "Leased  Premises":  The  locations  referred  to on  attached
Schedule  4.2(f)  (or the  portions  of such  locations,  as  indicated  on such
Schedule)  and leased by Seller under the Leases as of the Initial  Closing Date
(or any other loan production office established (i) by Seller, with the consent
of Purchaser, during the Transition Period, or (ii) by Purchaser after the Final
Closing  Date but before the first  anniversary  of the  Initial  Closing  Date,
which,  in either case, is  established  in connection  with the relocation of a
Leased  Premises).  It is understood  that Seller's  offices and  facilities (or
portions of Seller's  offices and facilities) not referred to on Schedule 4.2(f)
(other  than a relocated  office,  as  described  in the  immediately  preceding
sentence) will not be considered  "Leased  Premises" and will not be acquired by
Purchaser hereunder.

                  "Leases": The real property leases listed on attached Schedule
4.2(f)-1.

                  "Loan Files":  All documents,  whether on hard copy,  computer
record, microfiche or any other format, evidencing and pertaining or relating to
the processing and origination of the New or Existing Pipeline Applications,  as
the  case  may be,  including  without  limitation  all  documents  in  Seller's
possession  that  are  necessary  to  comply  with or close a  Mortgage  Loan in
accordance with applicable Mortgage Loan Requirements.

                  "Losses":   Any  claims,   damages,   liabilities,   expenses,
penalties,  fines,  forfeitures,  actions, causes of action and judgments of any
kind or nature  whatsoever,  including  without  limitation  attorney's fees and
costs,   costs  of   investigation,   defense,   settlement   and  appeal,   and
disbursements. A "Loss" must be actual and out-of-pocket, and must not relate to
indirect,  consequential,   administrative  or  overhead  damages,  liabilities,
expenses and other amounts.

                  "Management Consultant":  Purchaser.


                                       6
<PAGE>

                  "Monthly Anticipated  Purchase Price Adjustment Payment":  Any
net  gain  or loss  attributable  to the  operations  of the  Acquired  Division
reflected on the Monthly  Transition  P&L Statement  for the relevant  month (or
portion  thereof)  during the Transition  Period without taking into account the
Lease-Back  Charges.  In  calculating  the Monthly  Anticipated  Purchase  Price
Adjustment Payment,  the Monthly Transition P&L Statement shall include and take
into account the items set forth on attached  Exhibit A-1, and shall not include
nor take into account the items set forth on Exhibit A-2.

                  "Monthly  Transition P&L Statement":  An income  statement for
the Acquired  Division with respect to the relevant  month (or portion  thereof)
during the Transition  Period.  In the event that the Initial  Closing Date does
not occur as of the first day of a  calendar  month,  a Monthly  Transition  P&L
Statement  shall be prepared  with  respect to the  partial  months in which the
Initial  Closing  Date and Final  Closing  Date occur in  addition  to each full
calendar month between the Initial Closing Date and Final Closing Date.

                  "Mortgage":  The mortgage, deed of trust, security deed and/or
other  instrument  that  creates a first lien on real  property  which serves as
collateral for a Note.

                  "Mortgage  Loan":  A loan made to a Mortgagor,  evidenced by a
Note,  and  secured by a  Mortgage  on a  one-to-four  family  residential  real
property.

                  "Mortgage Loan Requirements": The (i) federal, state, local or
foreign laws, statutes, rules, regulations, ordinances, standards, requirements,
administrative  rulings,  orders  or  processes  applicable  to the  processing,
origination and servicing of the New and Existing  Pipeline  Applications,  (ii)
responsibilities  and obligations set forth in any agreement  between Seller and
an Agency, Investor or Insurer, and (iii) requirements of an Investor, Agency or
Insurer with respect to the  processing or  origination  of the New and Existing
Pipeline Applications.

                  "Mortgagor": The obligor(s) on a Note.

                  "New Pipeline  Applications":  Applications for Mortgage Loans
taken by employees of Seller employed  within the Acquired  Division or approved
brokers of Seller and entered onto Seller's  pipeline tracking system during the
Transition Period.

                  "Note":  A written  promise  to pay a sum of money at a stated
interest  rate,  which  rate may be fixed or  adjustable  during the term of the
obligation, executed by a Mortgagor and secured by a Mortgage.

                  "Operating  Plan": The written plan attached hereto as Exhibit
B setting forth the intended  operations and activities of the Acquired Division
during the Transition Period.


                                       7
<PAGE>

                  "Parent":  As defined in the preamble to this Agreement.

                  "Parties": Purchaser and Seller.

                  "Person":  An individual  or  individuals,  or a  partnership,
joint  venture,   corporation,   limited   liability   company,   unincorporated
association,  government  (or any agency or  political  subdivision  thereof) or
other entity.

                  "PMI":  The default  insurance  provided  by private  mortgage
insurance  companies  (otherwise  known  as  private  mortgage  insurance)  on a
Mortgage Loan, if any.

                  "Production  Assets":  Collectively,  the Tangible Assets, the
Intangible Assets,  the Subsequently  Acquired Tangible Assets, the Subsequently
Acquired  Intangible  Assets,  the Contract  Rights,  the Leases,  the Equipment
Leases, the New Pipeline Applications,  the Final Closing Date Sales Commitments
and the Loan Files.

                  "Production  Premium":  An amount equal to twenty basis points
(0.20%)  multiplied  by the original  principal  balance of all  Mortgage  Loans
originated  out of the Leased  Premises  and closed and funded  from the Initial
Closing  Date up to (but not  including)  the first  anniversary  of the Initial
Closing Date by and in the name of Seller (during the  Transition  Period) or by
and in the name of Purchaser  (after the Final Closing Date but before the first
anniversary of the Initial Closing Date).  The Production  Premium will not take
into account  Mortgage  Loans:  (1) originated and registered as part of a state
housing agency program; (2) originated at any of Seller's retail loan production
offices  that  are not  acquired  by  Purchaser  hereunder;  or (3)  that are or
historically have been purchased by one or more of Seller's Affiliates.

                  "Production Premium Cap":  $9,100,000.00,  representing twenty
basis points (0.20%) multiplied by $4,550,000,000.00.

                  "Production Premium Floor": $4,900,000.00, representing twenty
basis points (0.20%) multiplied by $2,450,000,000.00.

                  "Purchase Price": The amount payable by Purchaser to
Seller as specified in Section 2.2 hereof and subject to  adjustment as provided
in Section 2.5 of this Agreement.

                  "Purchaser": As defined in the preamble to this Agreement.

                  "RHS":  The Rural  Housing  Service of the U.S.  Department of
Agriculture, or any successor thereto.

                  "Sales  Commitments":  Initial Closing Date Sales  Commitments
and Final Closing Date Sales Commitments, collectively.


                                       8
<PAGE>

                  "Schedule":  A schedule  attached hereto or delivered or to be
delivered  pursuant to this Agreement.  A Schedule may be provided in written or
electronic format.

                  "Seller": As defined in the preamble to this Agreement.

                  "State  Agency":  Any  state  agency  with  authority  to  (i)
regulate the  businesses of Purchaser or Seller,  as the case may be,  including
without  limitation any state agency with authority to determine the investment,
origination,  lending or servicing  requirements  with regard to mortgage  loans
originated, purchased or serviced by Purchaser or Seller, as the case may be, or
(ii)  originate,  purchase,  or service  mortgage  loans,  or otherwise  promote
mortgage lending,  including without  limitation state and local housing finance
authorities.

                  "Subsequently  Acquired Assets Payment Amount": The book value
or other amount, as determined by the Parties,  that represents the value of the
Subsequently  Acquired Tangible Assets and the Subsequently  Acquired Intangible
Assets, as of the Final Closing Date.

                  "Subsequently Acquired Intangible Assets": All of the computer
software and other intangible assets owned or licensed by Seller as of the Final
Closing Date that:  (a) are located and used in the Leased  Premises and related
to the  Acquired  Division,  (b) are not  listed  on the  Initial  Closing  Date
Intangible Assets Schedule,  and (c) are listed on Schedule 4.1(h)-4 (which will
be  prepared  by the Parties on or before the Final  Closing  Date and  attached
hereto).  It is the  intention  of the Parties  that the  Subsequently  Acquired
Intangible Assets shall include relevant assets that inadvertently were left off
of the Initial Closing Date Intangible Assets Schedule and that were acquired by
the Acquired  Division  during the Transition  Period in the ordinary  course of
business and in accordance with the Operating Plan.

                  "Subsequently  Acquired Tangible Assets":  All of the tangible
personal  property  owned by Seller as of the Final  Closing Date that:  (a) are
located and used in the Leased  Premises and related to the  Acquired  Division,
(b) are not listed on the Initial Closing Date Tangible Assets Schedule, and (c)
are listed on  Schedule  4.1(h)-3  (which  will be prepared by the Parties on or
before the Final Closing Date and attached  hereto).  It is the intention of the
Parties that the  Subsequently  Acquired  Tangible Assets shall include relevant
assets that  inadvertently  were left off of the Initial  Closing Date  Tangible
Assets  Schedule  and that were  acquired by the  Acquired  Division  during the
Transition  Period in the ordinary course of business and in accordance with the
Operating Plan.

                  "Tangible Assets": All of the tangible personal property owned
by Seller as of the  Initial  Closing  Date,  which are  located and used in the
Leased  Premises and related to the Acquired  Division,  and which are listed on


                                       9
<PAGE>

Schedule  4.1(h)-1.  Schedule  4.1(h)-1  hereafter  referred to as the  "Initial
Closing Date Tangible Assets Schedule."

                  "Transition Employees": As defined in Section 6.8(a).

                  "Transition  Period":  The  period  of time  from the  Initial
Closing Date up to but not including the Final Closing Date.

                  "Transition  Period  Gain  or  Loss":  The  net  gain  or loss
attributable  to  the  operations  of the  Acquired  Division  reflected  on the
Transition  P&L Statement for the entire  Transition  Period without taking into
account the Lease-Back  Charges.  In calculating  the Transition  Period Gain or
Loss, the Transition P&L Statement shall include and take into account the items
set forth on attached  Exhibit  A-1, and shall not include nor take into account
the items set forth on Exhibit A-2.

                  "Transition  P&L  Statement":  An  income  statement  for  the
Acquired Division with respect to the entire Transition Period.

                  "Transition Services Agreement": As described in Exhibit C.

                  "VA": The United States Department of Veterans Affairs, or any
successor thereof.

                  "Warehouse Agreement": The agreement by and between Seller and
Parent  setting  forth the  terms  and  conditions  of the  warehouse  financing
facility  provided  by Parent  to the  Acquired  Division,  which  agreement  is
attached as Appendix A to the Operating Plan.

                  "WARN": As defined in Section 6.12.

                  Section 1.2 General Interpretive  Principles.  For purposes of
this  Agreement,  except as otherwise  expressly  provided or unless the context
otherwise requires:

                  (a) The use of the singular form includes the plural,  and the
use of the plural form includes the singular.

                  (b) The use of any  gender  herein  shall be deemed to include
the other gender.

                  (c) The  captions  used in this  Agreement  are  inserted  for
convenience  only and are in no way intended to describe,  interpret,  define or
limit the scope or content of this Agreement or any provision hereof.

                  (d) The words "herein", "hereof",  "hereunder" and other words
of similar  import refer to this  Agreement as a whole and not to any particular
provision.


                                       10
<PAGE>

                  (e) The term  "include"  or  "including"  shall  mean  without
limitation by reason of enumeration.

                  (f) Each  reference to an "Article"  of this  Agreement  shall
include all Sections of such  Article.  Similarly,  each  reference to a Section
shall include all subsections of such Section.

                  (g) Any  reference  to any  federal,  state,  local or foreign
statute  or law  shall be  deemed  also to refer to all  rules  and  regulations
promulgated thereunder.


                                   ARTICLE II
                           ACQUISITION; PURCHASE PRICE

                  Section 2.1   Acquisition; Assumption.

                  (a) New  Production  Division  of  Seller.  As of the  Initial
Closing Date,  Seller will cause all of the Production  Assets that are acquired
or to be acquired by  Purchaser  hereunder  to be  segregated  in a newly formed
division of Seller (the "Acquired  Division").  The Parties agree that, from and
after  the  Initial  Closing  Date,  the books and  records  of Seller  shall be
maintained in a manner that (i) will accurately reflect the net gains and losses
and other results of operations of the Acquired  Division  during the Transition
Period,  and (ii) is separate  and apart from any and all other  activities  and
operations  of Seller.  Utilizing  such books and records,  the Parties,  within
fifteen  (15) days after the end of each month  during  the  Transition  Period,
utilizing  appropriate  personnel  of the  Parties,  jointly  shall  prepare and
approve a Monthly Transition P&L Statement that will set forth the net gains and
losses of the Acquired  Division  with respect to such month.  In the event of a
dispute  regarding a Monthly  Transition P&L  Statement,  the Parties shall work
diligently  to resolve such dispute as quickly as possible  either by themselves
or, if necessary, pursuant to the procedures set forth in Section 2.6 hereof.

                  (b)  Production  Assets.  Upon the  terms and  subject  to the
conditions of this Agreement,  the Production  Assets shall be transferred  from
Seller to Purchaser as follows:

                           (i) On the Initial  Closing Date,  Seller shall sell,
transfer and assign to Purchaser, and Purchaser
shall purchase and accept from Seller,  all right,  title and interest in and to
the Tangible Assets and the Intangible Assets.

                           (ii) As promptly after the Initial Closing Date as is
reasonably practicable, Seller shall sell,
transfer and assign to Purchaser,  and Purchaser  shall purchase and accept from
Seller,  all right, title and interest in and to the Contract Rights, the Leases
and the Equipment Leases.


                                       11
<PAGE>

                           (iii) On the Final Closing  Date,  Seller shall sell,
transfer and assign to Purchaser,  and Purchaser  shall purchase and accept from
Seller, all right,  title and interest in and to the New Pipeline  Applications,
the Loan Files related thereto,  the Final Closing Date Sales  Commitments,  the
Subsequently  Acquired Tangible Assets and the Subsequently  Acquired Intangible
Assets.

                           (iv) Upon each sale,  transfer and assignments of the
Production  Assets  hereunder,  such Production Asset shall be free and clear of
all liens, charges and encumbrances other than the Assumed Obligations.

                  (c) Assumptions. Other than as expressly set forth in Schedule
2.1(c) (the "Assumed Obligations"),  Purchaser is not assuming, and shall not be
responsible or liable for, in any way whatsoever, any liability or obligation of
Seller.

                  Section   2.2   Calculation   of  Purchase   Price.   In  full
consideration  for the purchase or other  acquisition of the Production  Assets,
and upon the terms and subject to the  conditions of this  Agreement,  Purchaser
shall pay to Seller, subject to adjustment as provided in Section 2.5 below, the
purchase price (the "Purchase Price"), which shall be calculated as follows:

                  (a)      The Asset Payment Amount,

PLUS              (b)      The Subsequently Acquired Assets Payment Amount,

PLUS              (c)      The Production  Premium, which must be at least equal
to the Production Premium Floor but not more than the Production Premium Cap,

PLUS              (d)      The Aggregate Locked Loan Profitability Amount,

PLUS/MINUS        (e)      The Transition Period Gain or Loss.

                  Section 2.3  Payment of Purchase  Price.  The  Purchase  Price
shall be paid as follows:

                  (a) Initial Closing Date Payment. On the Initial Closing Date,
Purchaser shall:

                           (i) Deposit  into Escrow  Three  Million Five Hundred
Thousand Dollars ($3,500,000.00) as an advance
against the Production Premium, and

                           (ii) Pay to Seller One Million  Six  Hundred  Seventy
Thousand Eight Hundred Sixty-Nine Dollars
($1,670,869.00), representing one-half of the Asset Payment Amount.


                                       12
<PAGE>

                  (b)  Aggregate  Locked  Loan  Profitability   Amount.  On  the
ninetieth  (90th) day after the Initial  Closing  Date,  Purchaser  shall pay to
Seller an amount equal to the Aggregate Locked Loan Profitability  Amount. Prior
to any such payment being required  pursuant to this Section  2.3(b),  Purchaser
shall have delivered to Seller, and Seller shall have reviewed and approved, the
applicable Monthly Transition P&L Statements for the relevant time periods.

                  (c)      Escrow Payments.

                           (i) Transition Period Escrow Deposits.  Within thirty
(30) days  following  the last day of each month during the  Transition  Period,
Seller  shall  deposit  into  Escrow  the  Monthly  Anticipated  Purchase  Price
Adjustment  Payment  associated  with any net gain  attributable to the Acquired
Division for the relevant  month,  and  Purchaser  shall deposit into Escrow the
Monthly  Anticipated  Purchase Price Adjustment  Payment associated with any net
loss attributable to the Acquired Division for the relevant month.  Prior to any
such deposit being required pursuant to this Section 2.3(c)(i),  Purchaser shall
have  delivered to Seller,  and Seller shall have  reviewed  and  approved,  the
Monthly  Transition P&L Statement for the relevant month as described in Section
2.1(a) above.

                           (ii)   Production    Premium   Payments   and   Final
Disbursement.  On the thirtieth (30th) day following the last day of each of the
first twelve (12) months  following the Initial  Closing Date, the Parties shall
cause to be disbursed from the Escrow an amount equal to the Production  Premium
for such  month.  After the final  monthly  payment is made  under this  Section
2.3(c)(ii),  if the total payments made under this Section  2.3(c)(ii) to Seller
do not equal or exceed the  Production  Premium  Floor,  then the Parties  shall
cause such shortfall (up to but not exceeding the  Production  Premium Floor) to
be disbursed from Escrow to Seller on the forty-fifth (45th) day after the first
anniversary  of the Initial  Closing Date. If the Escrow does not contain enough
money to make the  payment  required  under  this  Section  in any  month,  such
shortfall  shall be paid to the Seller by the  Purchaser.  If, at any time,  the
total  payments made under this Section  2.3(c)(ii)  plus the amount held in the
Escrow equal or exceed the Production  Premium Floor,  then all such excess (and
all additional amounts subsequently  deposited into the Escrow) shall be paid to
Purchaser.  Notwithstanding  anything  in this  Agreement  to the  contrary,  no
disbursement  from Escrow (or other  payment by  Purchaser)  shall be made under
this Section 2.3(c)(ii) in excess of the Production Premium Cap.

                           (iii) Transition Period Settle Up. On the forty-fifth
(45th) day following the Final Closing Date,  Purchaser  shall present to Seller
the Transition P&L Statement. Seller shall have ten (10) days following delivery
of such statement by Purchaser to review and approve or object to the Transition
P&L Statement. Based on Transition P&L Statement (and assuming Seller's approval
thereof),  (a) if  all of the  Monthly  Anticipated  Purchase  Price  Adjustment


                                       13
<PAGE>

Payments paid into Escrow by Seller were, in the  aggregate,  more than required
to be paid as stated in the  Transition  P&L  Statement,  then the Parties shall
cause such excess to be disbursed  to Seller from the Escrow,  (b) if all of the
Monthly  Anticipated  Purchase  Price  Adjustment  Payments  paid into Escrow by
Seller were,  in the  aggregate,  less than required to be paid as stated in the
Transition P&L Statement, then Seller shall cause such shortfall to be deposited
into the Escrow, (c) if all of the Monthly Anticipated Purchase Price Adjustment
Payments  paid into  Escrow  by  Purchaser  were,  in the  aggregate,  more than
required to be paid as stated in the Transition P&L Statement,  then the Parties
shall cause such excess to be disbursed to Purchaser from the Escrow, and (d) if
all of the Monthly  Anticipated  Purchase  Price  Adjustment  Payments paid into
Escrow by Purchaser  were,  in the  aggregate,  less than required to be paid as
stated  in the  Transition  P&L  Statement,  then  Purchaser  shall  cause  such
shortfall to be deposited into the Escrow.

                           (iv)  Interest.  All interest and other earnings that
accrue  under the Escrow  shall be  deposited  in the Escrow,  and  disbursed in
accordance with this Section 2.3(c).

                           (v)  Closing.  No later than five (5)  Business  Days
following the forty-fifth  (45th) day after the first anniversary of the Initial
Closing Date, the Parties shall take all appropriate  action to close the Escrow
and to cause to be  disbursed to  Purchaser  all amounts,  if any, in Escrow not
required to be disbursed to Seller under this Section 2.3(c).

                           (vi)  Benefit  of  Parties.  All funds in the  Escrow
shall be deemed  held for the  benefit of  Purchaser  and Seller  subject to the
disbursement requirements stated in this Section 2.3(c).

                  (d) Final  Closing Date  Payment.  On the Final  Closing Date,
Purchaser shall pay to Seller:

                           (i) One Million Six Hundred  Seventy  Thousand  Eight
Hundred Sixty-Nine Dollars ($1,670,869.00),  representing the remaining one-half
of the Asset Payment Amount, and

                           (ii) An  amount  equal to the  Subsequently  Acquired
Assets  Payment  Amount.  Prior to Purchaser  being required to make any payment
pursuant to this Section  2.3(d)(ii),  and prior to any sale and transfer of the
Subsequently Acquired Assets, Seller shall have delivered to Purchaser, and each
Party shall have  reviewed and approved  (which  approval  process shall take no
longer  than  fifteen  (15)  days  following  the  Final  Closing   Date),   the
Subsequently  Acquired  Tangible Assets Schedule and the  Subsequently  Acquired
Intangible Assets Schedule.


                                       14
<PAGE>

                  Section 2.4 Asset  Lease-Back.  Upon  acquisition by Purchaser
and transfer and assignment by Seller,  all Tangible Assets,  Intangible Assets,
Contract  Rights,  Leases and Equipment Leases shall be leased back to Seller by
Purchaser on a monthly basis for the remainder of the  Transition  Period for an
amount  determined as follows (such amount the  "Lease-Back  Charge"):  (a) with
regard to the Tangible  Assets and  Intangible  Assets,  Seller shall lease such
items from  Purchaser  for the amount of their  monthly  depreciation,  (b) with
regard to the Contract Rights,  Seller shall lease such items from Purchaser for
the amount of all fees and  charges (or  allocated  portions  thereof)  actually
incurred  by  Purchaser  in such  month,  and (c) with  regard to the Leases and
Equipment Leases, Seller shall lease such items from Purchaser for the amount of
all Lease costs (or allocated  portions  thereof) actually incurred by Purchaser
in such month.

                  Section 2.5  Adjustments.

                  (a) Correction of Errors.  If any of the  information  used in
calculating  the Purchase Price shall be found by a Party to have been incorrect
or incorrectly  computed or the Purchase Price shall be found by a Party to have
been otherwise calculated  improperly,  the Purchase Price shall be promptly and
appropriately  adjusted  on the basis of the  correct  and  proper  information.
Payment or reimbursement  shall be promptly made by the appropriate  Party after
notice from the other Party hereto setting forth in reasonable detail the amount
of such adjustment claimed and the basis for such adjustment.

                  (b) Interest on Post-Closing Adjustments.  Any payments by any
Party to the other Party  pursuant to Section  2.5(a) shall bear interest at the
federal funds rate published in The Wall Street Journal as in effect on the date
such payment was initially due hereunder from such date to the date of payment.

                  Section 2.6 Dispute  Resolution.  The Parties agree to attempt
in good  faith to  resolve  any  dispute  between  the  Parties  hereunder.  If,
notwithstanding such efforts,  within thirty (30) days after one Party gives the
other Party notice of the dispute (or ten (10) days if such  dispute  involves a
Monthly  Transition  P&L Statement  under Section  2.1(a)  hereof),  the Parties
cannot  resolve such  dispute,  the matter shall be submitted to an  independent
consulting,  accounting or brokerage firm reasonably  acceptable to both Parties
that is knowledgeable in the area in which the dispute arises (the "Firm") whose
determination   shall  be  final  and  binding  on  the   Parties.   The  Firm's
determination  may be entered as a judgment  in any court  having  jurisdiction,
subject  only  to  challenges  on the  grounds  set  forth  in  the  appropriate
jurisdiction's  statutes  relating to the  enforceability  or  appealability  of
binding arbitration, or the Firm's incorrect application of the substantive laws
of the State of Texas.  If the Firm is at any time unable or  unwilling to serve
in such capacity,  the Parties shall in good faith select another firm which the
Parties reasonably agree is knowledgeable and independent to serve as the "Firm"


                                       15
<PAGE>

hereunder.  The fees of the Firm  shall be paid by the Party  determined  by the
Firm to be the  non-prevailing  Party with respect to such  dispute,  and in the
event that the Firm determines that the  non-prevailing  Party had no reasonable
basis to raise such  dispute or that the  dispute  was not raised in good faith,
the  non-prevailing  Party also shall pay all costs and expenses  (including all
attorney and other professional fees) of the other Party in connection with such
dispute.  The Firm shall be chosen within ten (10) days after written  notice by
either Party to the other that a Firm be chosen to resolve the dispute. The Firm
shall  conduct a hearing of the  dispute  at a  reasonably  accessible  location
within Dallas,  Texas and on a date of the Firm's choosing no less than ten (10)
nor more than twenty (20) days after the Firm has agreed to  participate in this
matter.  Any hearing may be held by conference  telephone  call if agreed by the
Parties.  The Firm shall render its decision  within  thirty (30) days after the
hearing.  All discovery issues shall be resolved by the Firm and shall be final.
The Parties may use  consultants  and advisors to assist them and participate in
the  hearing.  The  Parties  shall  indemnify  the Firm in  connection  with its
services  as long as the Firm acts in good faith and without  gross  negligence.
The Parties shall enter into any retention and indemnification agreements as may
be reasonably  required by the Firm in connection  with the  performance  of its
duties under this Section 2.6 which are not inconsistent  with the provisions of
this Section 2.6. If the Parties  cannot  agree on the Firm,  the Parties  shall
submit their dispute to the American  Arbitration  Association for resolution in
accordance with its Commercial  Arbitration  Rules.  Such  arbitration  shall be
conducted in substantially  the same manner as described in this Section 2.6. In
the event that any dispute involves or is raised by the Parent, the Parent shall
have all of the rights and obligations of the Seller under this Section 2.6, and
in the event that any  dispute  involves or is raised by both the Parent and the
Seller,  the  Parent and the Seller  hereby  designate  the Seller as the entity
through which all  decisions  related to this Section 2.6 shall be made and upon
which the Purchaser may rely.


                                   ARTICLE III
                             CLOSING AND SETTLEMENT

                  Section 3.1 Closing.  The closing  hereunder  shall take place
beginning at 10:00 a.m.  (Eastern time) on the Initial  Closing Date, and shall,
at  Purchaser's  option,  be  conducted  either (a) by  telephone,  confirmed by
letter,  facsimile  transmission  or wire as the Parties shall agree,  or (b) in
person, at the offices of Weiner Brodsky Sidman Kider PC in Washington, D.C. The
Parties also shall convene to memorialize the subsequent  transfers and to close
the transactions  contemplated hereunder on the Final Closing Date at a mutually

                                       16
<PAGE>

agreeable  time on the Final  Closing  Date by  telephone,  confirmed by letter,
facsimile transmission or wire as the Parties shall agree.

                  Section 3.2   Initial Closing Date Deliveries.

                  (a) Seller's  Documents.  On the Initial Closing Date,  Seller
shall deliver to Purchaser:

                           (i) A copy of the  resolutions  of each of the boards
of directors of Parent and Seller authorizing the execution and delivery of this
Agreement  and  the  consummation  of  the  transactions   contemplated  hereby,
certified by an appropriate officer of Seller and Parent, as applicable;

                           (ii)  Certificates  of  incumbency of the officers of
Seller and Parent, respectively, dated as of the Initial Closing Date;

                           (iii)   One  or  more   certificates   signed  by  an
authorized  officer of Seller,  dated as of the  Initial  Closing  Date,  to the
effect that (1) each of Seller's  representations and warranties made in Article
IV hereof are true and correct in all material aspects as of the Initial Closing
Date and that all of the  terms,  covenants  and  conditions  of this  Agreement
required to be complied  with and performed by Seller at or prior to the Initial
Closing  Date  have  been  duly  complied  with and  performed  in all  material
respects,  and (2) the  resolutions of each of the boards of directors of Parent
and Seller delivered to Purchaser  pursuant to this Section 3.2(a) have not been
amended,  modified,  annulled  or revoked and are in full force and effect as of
the Initial Closing Date;

                           (iv) A  certificate  issued by the Secretary of State
of the  State  of  Arizona  stating  that  Seller  is in  good  standing,  which
certificate is dated no earlier than ten (10) Business Days prior to the Initial
Closing Date;

                           (v)  All  Schedules  and  Exhibits   required  to  be
delivered by Seller on the Initial Closing Date;

                           (vi) A bill of sale  transferring  to  Purchaser  the
Tangible  Assets  and the  Intangible  Assets,  free and  clear of all liens and
encumbrances,  as of the Initial  Closing Date,  which  document shall be in the
form of attached Exhibit D-1;

                           (vii)  A  bill  or  bills  of  sale  transferring  to
Purchaser the Leases,  Equipment Leases and Contract  Rights,  free and clear of
all liens and  encumbrances  (other  than the  Assumed  Obligations),  as of the
Initial  Closing  Date or such  other  date or  dates on which  such  items  are
transferred  and assigned by Seller to Purchaser  in  accordance  with the terms
hereof,  which document shall be in the form of attached  Exhibit D-2. The bills
of sale described in this  paragraph  (vii) shall,  notwithstanding  anything in


                                       17
<PAGE>

this  Section 3.2 to the  contrary,  be delivered by Seller to Purchaser on each
date or dates on which  such items are  transferred  and  assigned  by Seller to
Purchaser;

                           (viii) The  originals  or true and correct  copies of
the agreements and leases and all amendments thereto giving rise to the Contract
Rights,  the  Equipment  Leases and the Leases.  In the event that Seller cannot
transfer  and assign to  Purchaser  all Contract  Rights,  Equipment  Leases and
Leases on the Initial Closing Date, Seller shall deliver the documents  required
by this clause (viii) immediately following its receipt of any required Consents
therefor;

                           (ix)  An  executed  copy of the  Transition  Services
Agreement;

                           (x)   The   preliminary   plan   for   the   Seller's
headquarters  office in Phoenix,  Arizona so that the Acquired  Division and the
Production Assets to be acquired by Purchaser are separated  physically from the
remainder of Seller and its operations.

                  (b)  Purchaser's  Documents.  On  the  Initial  Closing  Date,
Purchaser shall deliver to Seller:

                           (i) A  copy  of  the  resolutions  of  the  board  of
directors of Purchaser  authorizing the execution and delivery of this Agreement
and the consummation of the transactions  contemplated  hereby,  certified by an
appropriate officer of Purchaser;

                           (ii)  Certificates  of  incumbency of the officers of
Purchaser dated as of the Initial Closing Date;

                           (iii)   One  or  more   certificates   signed  by  an
authorized  officer of Purchaser,  dated as of the Initial  Closing Date, to the
effect  that (1) each of  Purchaser's  representations  and  warranties  made in
Article V hereof are true and correct in all material respects as of the Initial
Closing  Date  and that  all of the  terms,  covenants  and  conditions  of this
Agreement required to be complied with and performed by Purchaser at or prior to
the Initial  Closing  Date have been duly  complied  with and  performed  in all
material  respects,  and  (2) the  resolutions  of the  board  of  directors  of
Purchaser  delivered to Seller by Purchaser pursuant to this Section 3.2(b) have
not been amended, modified, annulled or revoked and are in full force and effect
as of the Initial Closing Date;

                           (iv) A  certificate  issued by the Secretary of State
of the State of Delaware  stating  that  Purchaser  is in good  standing,  which
certificate is dated no earlier than ten (10) Business Days prior to the Initial
Closing Date;

                           (v)  All  Schedules  and  Exhibits   required  to  be
delivered by Purchaser on the Initial Closing Date;


                                       18
<PAGE>

                           (vi)  An  executed  copy of the  Transition  Services
Agreement;

                           (vii)   The   preliminary   plan  for  the   Seller's
headquarters  office in Phoenix,  Arizona so that the Acquired  Division and the
Production Assets to be acquired by Purchaser are separated  physically from the
remainder of Seller and its operations;

                           (viii)  True and  correct  copies of the  Warehousing
Credit,  Term Loan and Security  Agreement  between  Purchaser  and  Residential
Funding Corporation.

                  Section 3.3   Final Closing Date.

                  (a) Seller Deliveries. On the Final Closing Date, Seller shall
deliver to Purchaser:

                           (i) One or more certificates  signed by an authorized
officer or representative of Seller,  dated as of the Final Closing Date, to the
effect that (1) each of Seller's  representations and warranties made in Article
IV hereof that are  operative as of the Final  Closing Date are true and correct
in all  material  aspects as of the Final  Closing  Date,  (2) all of the terms,
covenants  and  conditions  of this  Agreement  required to be complied with and
performed  by  Seller  at or prior to the  Final  Closing  Date  have  been duly
complied with and performed in all material respects, and (3) the resolutions of
each of the boards of  directors  of Parent and Seller  delivered  to  Purchaser
pursuant to Section 3.2(a) have not been amended, modified,  annulled or revoked
and are in full force and effect as of the Final Closing Date;

                           (ii) A  certificate  issued by the Secretary of State
of the  State  of  Arizona  stating  that  Seller  is in  good  standing,  which
certificate  is dated no earlier than ten (10)  Business Days prior to the Final
Closing Date;

                           (iii) The originals or true and correct copies of the
agreements  and  all  amendments   thereto  giving  rise  to  the  New  Pipeline
Applications and the Final Closing Date Sales Commitments;

                           (iv)  The  original  Loan  Files  related  to the New
Pipeline Applications;

                           (v) A bill  of sale  transferring  to  Purchaser  the
Subsequently  Acquired Tangible Assets and the Subsequently  Acquired Intangible
Assets, free and clear of all liens and encumbrances,  as of the Initial Closing
Date, which document shall be in the form of attached Exhibit D-3;


                                       19
<PAGE>

                           (vi)  All  Schedules  and  Exhibits  required  to  be
delivered by Seller on the Final Closing Date;

                           (vii) The final  plan for the  Seller's  headquarters
office in Phoenix,  Arizona so that the  Acquired  Division  and the  Production
Assets to be acquired by Purchaser are separated  physically  from the remainder
of Seller and its operations.

                   (b)  Purchaser   Deliveries.   On  the  Final  Closing  Date,
Purchaser shall deliver to Seller:

                           (i) One or more certificates  signed by an authorized
officer of Purchaser, dated as of the Final Closing Date, to the effect that (1)
each of Purchaser's representations and warranties made in Article V hereof that
are  operative as of the Final Closing Date are true and correct in all material
respects  as of the Final  Closing  Date,  (2) all of the terms,  covenants  and
conditions  of this  Agreement  required to be complied  with and  performed  by
Purchaser at or prior to the Final Closing Date have been duly complied with and
performed  in all material  respects,  and (3) the  resolutions  of the board of
directors  of Purchaser  delivered  to Seller by  Purchaser  pursuant to Section
3.2(b)  have not been  amended,  modified,  annulled  or revoked and are in full
force and effect as of the Final Closing Date;

                           (ii) A  certificate  issued by the Secretary of State
of the State of Delaware  stating  that  Purchaser  is in good  standing,  which
certificate  is dated no earlier than ten (10)  Business Days prior to the Final
Closing Date;

                           (iii)  All  Schedules  and  Exhibits  required  to be
delivered by Purchaser on the Final Closing Date;

                           (iv) The  final  plan for the  Seller's  headquarters
office in Phoenix,  Arizona so that the  Acquired  Division  and the  Production
Assets to be acquired by Purchaser are separated  physically  from the remainder
of Seller and its operations;

                           (v) Copies of all permits,  authorizations,  consents
and  approvals  of any  governmental  or  regulatory  authority  required  to be
obtained by Purchaser as a condition to the lawful  consummation by Purchaser of
the transactions contemplated by this Agreement.


                                   ARTICLE IV
               REPRESENTATIONS AND WARRANTIES OF SELLER AND PARENT

                  Section  4.1A Initial and Final  Closing Date  Representations
and  Warranties  of Seller.  As an  inducement  to  Purchaser to enter into this
Agreement  and  to  consummate  the  transactions  contemplated  hereby,  Seller
represents  and  warrants  as  follows  (it  being  acknowledged  that each such

                                       20
<PAGE>

representation  and warranty is made to Purchaser as of the Initial Closing Date
and the Final Closing Date, unless otherwise expressly provided herein):

                  (a)  Organization  of  Seller.  Seller is a  corporation  duly
organized,  validly existing and in good standing under the laws of the State of
Arizona, and is duly qualified and in good standing to transact business in each
jurisdiction in which such qualification is necessary,  except where the failure
to so qualify would not have a material adverse effect upon the business, assets
or financial condition of Seller.

                  (b) Authority.  Seller has all requisite power,  authority and
capacity to execute and enter into this Agreement and to perform the obligations
required of Seller  hereunder  and under the other  documents,  instruments  and
agreements  required to be executed by Seller pursuant hereto. The execution and
delivery  of  this  Agreement  and all  documents,  instruments  and  agreements
required  to be  executed  and  delivered  by Seller  pursuant  hereto,  and the
consummation of the transactions contemplated hereby and thereby, have each been
duly and validly  authorized  by all necessary  corporate  action on the part of
Seller.  This  Agreement  constitutes a valid and legally  binding  agreement of
Seller  enforceable  against  Seller in  accordance  with its terms,  subject to
applicable    bankruptcy,    reorganization,     insolvency,    conservatorship,
receivership,  moratorium  and other  laws  affecting  the  rights of  creditors
generally  and  subject  to general  principles  of  equity,  including  without
limitation those regarding the availability of specific performance.

                  (c) No Conflicts.  The execution,  delivery and performance of
this Agreement by Seller,  its compliance with the terms hereof and consummation
of the transactions contemplated hereby, will not violate, conflict with, result
in a  breach  of,  give  rise  to any  right  of  termination,  cancellation  or
acceleration,  constitute  a default  under,  be  prohibited  by or require  any
additional  consent or approval  (other than the Consents  specified on Schedule
4.1(c),  which will be obtained by Seller on or before the Final  Closing  Date)
under (i)  Seller's  articles of  incorporation  or by-laws,  (ii) any  material
contract,  loan  agreement,  indenture,  mortgage or other  undertaking to which
Seller is a party or by which  Seller is bound or which  affects the  Production
Assets,  or (iii)  any law,  rule,  regulation,  ordinance,  order,  injunction,
judgment or decree (including but not limited to the Mortgage Loan Requirements)
applicable to Seller or to the Production  Assets the effect of which  violation
or breach  reasonably  would be expected to have a material  adverse effect upon
Seller's ability to comply with its obligations under this Agreement or upon the
business, operations or financial condition of Seller.  Notwithstanding anything
to the  contrary  in  the  introductory  paragraph  of  this  Section  4.1,  the
representations and warranties related to clauses (ii) and (iii) of this Section

                                       21
<PAGE>

4.1(c)  shall not be deemed to have been made as of the Final  Closing Date with
respect to the loan origination  activities of the Acquired  Division during the
Transition  Period,  unless such matter  relates to an act or omission of Seller
(acting  through the Executive  Committee or its board of directors) in material
variance with the  Operating  Plan and  Purchaser,  within seven (7) days of its
receipt of written  notice  thereof  (which notice must be provided  promptly to
Purchaser by Seller),  affirmatively notifies Seller of its objection thereto in
writing.

                  (d) Consents.  There is no requirement applicable to Seller to
make any  filing  with,  or to obtain  any  permit,  authorization,  consent  or
approval of, any governmental or regulatory authority,  or any Agency,  Investor
or Insurer as a  condition  to the  consummation  by Seller of the  transactions
contemplated  by  this  Agreement;   provided,   however,   that  the  foregoing
representation  and  warranty  shall  not be  deemed to have been made as of the
Final Closing Date to the extent that the  requirement  of such filing,  permit,
authorization, consent or approval arises from or relates to any act or omission
of the Acquired  Division  that (i) is in material  variance  with the Operating
Plan,  and (ii) is taken  without  the  approval  or  consent  of the  Executive
Committee or Seller's board of directors.

                  (e) Compliance with Laws.  Seller has complied with, is not in
default  under and no act or omission has  occurred  which  reasonably  could be
expected  to  result  in  a  violation  of,  any  law,  ordinance,  requirement,
regulation,   rule,  judgment,   decree  or  order  applicable  to  Seller,  its
operations,  and employees  (including  without limitation the Employee Benefits
and  Employee-Related  Matters),  the  violation  of which  reasonably  would be
expected  to  materially  and  adversely  affect the  Seller or its  operations,
employees or assets.  The Seller (as it relates solely to the Acquired  Division
and the Production Assets) has not engaged in any unfair labor practice, created
a hostile work  environment,  sexually  harassed an employee or discriminated on
the basis of race, color, religion, sex, national origin, age or handicap in its
employment  conditions  or  practices.  As it  relates  solely  to the  Acquired
Division and to the Production Assets, there are no (A) unfair labor practice or
harassment  charges or complaints or racial,  color,  religious,  sex,  national
origin, age or handicap  discrimination charges or complaints pending or, to the
knowledge of the Seller,  threatened  against the Seller before any governmental
entity nor, to the knowledge of the Seller,  does any basis therefor  exist;  or
(B)  existing  or, to the  knowledge of the Seller,  threatened  labor  strikes,
disputes,  grievances,  or  controversies  affecting  the  Seller (as it relates
solely to the Acquired Division and the Production  Assets),  nor does any basis
therefor  exist.  Notwithstanding  anything to the contrary in the  introductory
paragraph of this Section 4.1, the representations  and warranties  contained in
this  Section  4.1(e)  shall  not be  deemed  to have  been made as of the Final
Closing Date with  respect to the loan  origination  activities  of the Acquired
Division during the Transition  Period,  unless such matter relates to an act or
omission of Seller  (acting  through  the  Executive  Committee  or its board of

                                       22
<PAGE>

directors) in material  variance with the Operating Plan and  Purchaser,  within
seven (7) days of its receipt of written  notice  thereof  (which notice must be
promptly provided to Purchaser by Seller),  affirmatively notifies Seller of its
objection thereto in writing.

                  (f) Licenses,  Permits and  Approvals.  Seller (i) has, and at
all other relevant times had, all material  federal,  state and local  licenses,
permits,   franchises  and  other  authorizations,   rights  and  privileges  of
governmental authorities, Agencies, Investors and Insurers required to permit it
to own its properties and to conduct its business,  including but not limited to
any  required  state  mortgage  banking and real estate  licenses,  (ii) has not
received any notice that  revocation is being  considered with respect to any of
such required licenses, permits, or authorizations,  (iii) is in compliance with
all and has not violated in any  material  respect  such  licenses,  permits and
authorizations;  and (iv) has timely  filed all  applications  for  renewal  (on
substantially the same terms and conditions) of any required  licenses,  permits
and authorizations for which renewal  applications must have been filed prior to
the Initial Closing Date. There are no proceedings  pending, or to the knowledge
of  Seller,  threatened,  that could  reasonably  be  expected  to result in the
revocation,  cancellation,  modification,  or  suspension  of any such  required
licenses,  permits or  authorizations.  Without  limiting the  generality of the
foregoing,  Seller is an FHA approved  mortgagee,  a VA automatic lender, a GNMA
issuer, a FNMA seller/servicer and a FHLMC seller/servicer, all in good standing
and under no material  disability to participate in the program for which Seller
has  obtained  approval.  Seller  is  an  operating  subsidiary  of a  federally
chartered savings bank.

                  (g)  Litigation,  Investigations,  etc. Except as set forth on
Schedule  4.1(g),  there  is no  claim,  hearing,  audit,  defense,  litigation,
set-off,  counterclaim,  proceeding or governmental investigation  (collectively
"Litigation")  pending  or, to  Seller's  knowledge,  threatened,  or any order,
injunction or decree  outstanding  or, to the  knowledge of Seller,  threatened,
that  pertains to or  adversely  affects (i) the  Production  Assets or (ii) the
Seller's  or its  Affiliates'  employee  benefit  plans  relating  to any  Hired
Employee,  including, without limitation, any Litigation related to requirements
associated  with  employment and employment  practices,  terms and conditions of
employment,  overtime pay or other wage and hour issues, failure to pay any form
of compensation  or employee  benefit,  race, sex, age or other  discrimination,
harassment,  or other  employee-related  matters with respect to Hired Employees
(such requirements, collectively, the "Employee-Related Matters").

                  (h)  Title  to  Tangible  Assets,   Intangible  Assets,   etc.
Schedules 4.1(h)-1 through 4.1(h)-4 set forth a list of each:  Tangible Asset as
of the Initial  Closing Date,  Intangible  Asset as of the Initial Closing Date,
Subsequently   Acquired  Tangible  Asset  as  of  the  Final  Closing  Date  and
Subsequently   Acquired   Intangible   Asset  as  of  the  Final  Closing  Date,

                                       23
<PAGE>

respectively.  Except for the Assumed  Obligations,  Seller owns the  Production
Assets free and clear of all liens, claims,  security interests and encumbrances
whatsoever.   Except  for  the  Assumed  Obligations,   the  documents  selling,
assigning,  conveying  and otherwise  transferring  the  Production  Assets will
transfer  the  aforesaid  items  to  Purchaser  free  and  clear  of all  liens,
encumbrances,  security interests,  rights, options and assignments  whatsoever.
All Subsequently  Acquired Tangible Assets and Subsequently  Acquired Intangible
Assets  have  been  used by Seller in  accordance  with all  applicable  license
agreements and other requirements related thereto.  Notwithstanding  anything to
the   contrary  in  the   introductory   paragraph  of  this  Section  4.1,  the
representations and warranties  contained in this Section 4.1(h) shall be deemed
to have been  made as of the  Initial  Closing  Date and as of the date on which
each Production Asset is transferred and assigned to Purchaser hereunder.

                  (i) Sales  Commitments.  Schedules  4.1(i)-1  and 4.1(i)-2 set
forth,  as of the  relevant  date,  a list of all  Initial  Closing  Date  Sales
Commitments  and Final Closing Date Sales  Commitments,  respectively,  together
with  the  name of the  other  party  thereto,  the  type of  commitment  (i.e.,
mandatory,  best  efforts,  etc.),  the  total  amount of such  commitment,  the
expiration  date,  and the types of Mortgage  Loans covered  thereby.  The Final
Closing Date Sales  Commitments  shall be  assignable  to Purchaser at the Final
Closing Date and all necessary  Consents  therefor have been obtained in advance
of the  Final  Closing  Date.  Copies of all  Sales  Commitments  will have been
provided by Seller to Purchaser  prior to the Initial Closing Date and the Final
Closing Date, as applicable. With respect to each Sales Commitment:

                           (i) Each mortgage loan delivery  commitment and Sales
Commitment is a legal, valid,  binding and enforceable  obligation of Seller and
in full  force and  effect,  and their  transfer  and  assignment  to  Purchaser
hereunder  will  not  change  their  terms  (other  than  the   substitution  of
Purchaser's  name for  Seller's  name as  contracting  party and other  than the
substitution of Purchaser's  contact information for that of Seller with respect
to notice provisions) following each Closing Date;

                           (ii) Neither Seller (nor, to Seller's knowledge,  the
other party to any mortgage loan delivery commitment and Sales Commitment) is in
breach or  default,  and no event has  occurred  which,  with notice or lapse of
time,  would  constitute  a breach  or  default  on the part of Seller  (or,  to
Seller's knowledge, on the part of the other party to the mortgage loan delivery
commitment  and  Sales  Commitment)  or  permit  termination,   modification  or
acceleration  thereunder against Seller (or, to Seller's knowledge,  against the
other party to the mortgage loan delivery commitment and Sales Commitment); and

                                       24
<PAGE>

                           (iii) Seller has no dispute,  and has no knowledge of
any dispute by the other party to any mortgage loan delivery commitment or Sales
Commitment, as to such commitment.  There are no oral agreements in effect as to
any such mortgage loan delivery commitment and Sales Commitment.

                  Notwithstanding  anything to the contrary in the  introductory
paragraph of this Section 4.1, the representations  and warranties  contained in
this  Section  4.1(i)  shall  not be  deemed  to have  been made as of the Final
Closing Date with  respect to the loan  origination  activities  of the Acquired
Division during the Transition  Period,  unless such matter relates to an act or
omission of Seller  (acting  through  the  Executive  Committee  or its board of
directors) in material  variance with the Operating Plan and  Purchaser,  within
seven (7) days of its receipt of written  notice  thereof  (which notice must be
provided promptly to Purchaser by Seller),  affirmatively notifies Seller of its
objection thereto in writing.

                  The information  provided by Seller in Schedule 4.1(i)-1 shall
be true,  correct and complete as of February 14, 2003.  Promptly  following the
Initial  Closing  Date,  Seller  shall  deliver  an  updated  Schedule  4.1(i)-1
containing  information  that is true,  correct  and  complete as of the Initial
Closing Date.

                  (j) Real  Property.  Other than real property  acquired in the
ordinary  course of Seller's  business  through the  foreclosure  of residential
mortgage loans, Seller does not own any real property.  Notwithstanding anything
to the  contrary  in  the  introductory  paragraph  of  this  Section  4.1,  the
representations and warranties  contained in this Section 4.1(j) shall be deemed
to have been made as of the date hereof,  as of the Initial  Closing Date and as
of the date on which each Lease  related to the Leased  Premises  is assigned to
Purchaser.

                  (k) Broker Fees.  Except for fees and commissions  that may be
paid by  Seller  to  Stratmor  Group  and Tom  Gleason  at or prior to the Final
Closing Date (for which Seller is solely  responsible),  neither  Seller nor any
person acting on Seller's  behalf has (nor will it at any time  hereafter  have)
any  liability to any broker,  finder or agent or has agreed (nor will it at any
time hereafter agree) to pay any brokerage  commission or financial advisory fee
with respect to the transactions contemplated by this Agreement.

                  Section  4.1B Initial and Final  Closing Date  Representations
and  Warranties  of Parent.  As an  inducement  to  Purchaser to enter into this
Agreement  and  to  consummate  the  transactions  contemplated  hereby,  Parent
represents  and  warrants  as  follows  (it  being  acknowledged  that each such
representation  and warranty is made to Purchaser as of the Initial Closing Date
and the Final Closing Date, unless otherwise expressly provided herein):

                                       25
<PAGE>

                  (a) Authority.  Parent has all requisite power,  authority and
capacity to execute and enter into this Agreement and to perform the obligations
required of Parent  hereunder  and under the other  documents,  instruments  and
agreements  required to be executed by Seller and Parent  pursuant  hereto.  The
execution and delivery of this  Agreement  and all  documents,  instruments  and
agreements  required to be executed and delivered by Seller and Parent  pursuant
hereto,  and  the  consummation  of the  transactions  contemplated  hereby  and
thereby,  have each been duly and validly authorized by all necessary  corporate
action on the part of Parent.  This  Agreement  constitutes  a valid and legally
binding  agreement of Parent  enforceable  against Parent in accordance with its
terms,   subject   to   applicable   bankruptcy,   reorganization,   insolvency,
conservatorship,  receivership and moratorium laws, laws affecting the rights of
parties  contracting  with  insured  depository  institutions,  and  other  laws
affecting the rights of creditors  generally,  and subject to general principles
of equity,  including  without  limitation  those regarding the  availability of
specific performance.

                  Section  4.2  Initial   Closing   Date   Representations   and
Warranties.  As an inducement  to Purchaser to enter into this  Agreement and to
consummate the transactions  contemplated hereby, Seller represents and warrants
as follows (it being  acknowledged  that,  unless otherwise  expressly  provided
herein, each such representation and warranty is made to Purchaser (i) as of the
Initial  Closing  Date,  and  (ii)  as of the  Final  Closing  Date if an act or
omission of Seller  (acting  through  the  Executive  Committee  or its board of
directors)  was in material  variance  with the  Operating  Plan and  Purchaser,
within seven (7) days of its receipt of written  notice  thereof  (which  notice
must be provided promptly to Purchaser by Seller), affirmatively notifies Seller
of its objection thereto in writing:

                  (a) Compliance.  Seller has complied in all material  respects
with  all  applicable  Mortgage  Loan  Requirements  with  respect  to  Seller's
operations  and  activities,   including  without  limitation  the  origination,
processing,   underwriting   and  credit  approval  of  the  Existing   Pipeline
Applications,  such as,  among  others,  (a) those laws  relating to real estate
settlement procedures,  consumer credit protection, truth in lending laws, usury
limitations,  fair housing, transfers of servicing,  collection practices, equal
credit  opportunity  and adjustable  rate  mortgages,  and (b) the handbooks and
guides  (including  without  limitation  selling  and  servicing  guides) of and
contracts with any Investor.  Without  limiting the generality of the foregoing,
the documentation in connection with the origination,  processing,  underwriting
and credit  approval of the  Existing  Pipeline  Applications  satisfied  in all
material  respects  applicable  Mortgage Loan Requirements in effect at the time
such Existing Pipeline Applications were prepared and processed by Seller.

                  (b) No  Default,  Breach or  Violation.  There is no  default,
breach or violation  existing under any Existing  Pipeline  Application,  and no
event known to Seller and not  disclosed to Purchaser  which with the passage of

                                       26
<PAGE>

time or with  notice  and the  expiration  of any  grace  or cure  period  would
constitute such default, breach or violation; and Seller has not waived any such
default, breach or violation.

                  (c)  Books  and  Records;  Loan  Files.  Seller  has  kept and
maintained  books and  records  that are  accurate in all  material  respects in
connection with the origination, processing, underwriting and credit approval of
the Existing Pipeline Applications.  The information contained in each Loan File
with respect to the Existing  Pipeline  Applications,  and other  documents upon
which  underwriters  generally rely (such as verification of employment) are, in
all material  respects,  complete and  accurate and are in  compliance  with all
applicable Mortgage Loan Requirements.

                  (d) No  Amendments.  Except as described in the relevant  Loan
File,  Seller  has not  agreed  to any  modification  of any  Existing  Pipeline
Application.  Each  such  modification  has  been  made in  accordance  with all
applicable Mortgage Loan Requirements.

                  (e) Existing Pipeline  Applications.  Schedule 4.2(e) will set
forth,  as of the Initial  Closing Date,  the name and address of each potential
borrower who has submitted an Existing Pipeline Application for review, provided
that the Existing Pipeline  Application is then in force and has not resulted in
a closed  loan,  the name of the  employee  responsible  for taking the Existing
Pipeline Application, the name of the related Investor, if any, the type of loan
program, the rate and discount charges which Seller has committed to the related
borrower,  the expected loan amount and, if known, closing date, and whether the
Existing Pipeline Application has been approved by Seller. In the case of any of
the Existing Pipeline  Applications that have been approved by Seller, there are
and will be no terms or conditions  under the reasonable  control of Seller that
will  prevent  Purchaser  from  timely  making  any  required  redisclosures  or
otherwise  complying with all applicable  Mortgage Loan  Requirements,  provided
that Purchaser acts in accordance  with normal  mortgage  banking  standards and
procedures.  Each  Mortgage  Loan  resulting  from the  funding  of an  Existing
Pipeline  Application  will be deliverable  under an Initial  Closing Date Sales
Commitment or another sales commitment obtained by Seller in the ordinary course
of business after the Initial Closing Date. The  information  provided by Seller
in Schedule 4.2(e) shall be true,  correct and complete as of February 14, 2003.
Promptly  following the Initial  Closing  Date,  Seller shall deliver an updated
Schedule 4.2(e) containing  information that is true, correct and complete as of
the Initial Closing Date.

                  (f) Leases and Equipment Leases.  Attached hereto as Schedules
4.2(f),  4.2(f)-1  and  4.2(f)-2  are correct and  complete  lists of the Leased
Premises, the Leases and Equipment Leases, respectively.  Schedules 4.2(f)-1 and

                                       27
<PAGE>

4.2(f)-2  set forth,  as  applicable,  the name of the lessor,  the  property or
equipment leased or service  provided,  the lease rate or rent and the remaining
term. Copies of the Leases and the Equipment Leases have been provided by Seller
to Purchaser  prior to the Initial Closing Date. With respect to each such Lease
and Equipment Lease:

                           (i) The lease  agreement is a legal,  valid,  binding
and  enforceable  obligation  of Seller  and in full force and  effect,  and its
transfer and assignment to Purchaser  hereunder will not change its terms (other
than the substitution of Purchaser's name for Seller's name as contracting party
and other than the substitution of Purchaser's  contact  information for that of
Seller with respect to notice provisions) following each Closing Date;

                           (ii) Neither Seller (nor, to Seller's knowledge,  the
other party to the lease  agreement)  is in breach or default,  and no event has
occurred  which,  with  notice or lapse of time,  would  constitute  a breach or
default on the part of Seller  (or, to  Seller's  knowledge,  on the part of the
other  party to the lease  agreement)  or permit  termination,  modification  or
acceleration  thereunder against Seller (or, to Seller's knowledge,  against the
other party to the lease agreement); and

                           (iii) Seller has no dispute,  and has no knowledge of
any  dispute  by the  other  party  to the  lease  agreement,  as to such  lease
agreement. There are no oral agreements in effect as to such lease agreement.

                  (g) Contract Rights. Schedules 4.2(g) sets forth a list of the
agreements  giving rise to the Contract  Rights.  Copies of all such  agreements
will have been  provided by Seller to  Purchaser  prior to the  Initial  Closing
Date. With respect to each such agreement:

                           (i) The  agreement  is a legal,  valid,  binding  and
enforceable  obligation of Seller and in full force and effect, and its transfer
and assignment to Purchaser  hereunder will not change its terms (other than the
substitution  of  Purchaser's  name for Seller's name as  contracting  party and
other than the  substitution  of  Purchaser's  contact  information  for that of
Seller with respect to notice provisions) following each Closing Date;

                           (ii) Neither Seller (nor, to Seller's knowledge,  the
other party to the agreement) is in breach or default, and no event has occurred
which, with notice or lapse of time, would constitute a breach or default on the
part of Seller (or, to Seller's knowledge, on the part of the other party to the
agreement)  or  permit  termination,  modification  or  acceleration  thereunder
against  Seller  (or,  to  Seller's  knowledge,  against  the other party to the
agreement); and

                           (iii) Seller has no dispute,  and has no knowledge of
any dispute by the other party to the agreement, as to such agreement. There are
no oral agreements in effect as to such agreement.

                                       28
<PAGE>

                  (h)  Financial  Statements.  Schedule  4.2(h)  contains  true,
correct and complete  copies of the balance  sheets of Seller as of December 31,
2001 (audited) and December 31, 2002 (unaudited),  and the related statements of
income  for  the  years  ended  2001  and  2002  (collectively,  the  "Financial
Statements").  The Financial  Statements  are in  accordance  with the books and
records of Seller, have been prepared consistent with past practices,  have been
prepared in accordance with GAAP (except that the unaudited Financial Statements
do not  contain  notes  required  by GAAP) and  present  fairly in all  material
respects the  financial  position of the Seller on the dates of such  statements
and the results of operations for the periods covered. All reserves shown in the
Financial  Statements are appropriate,  reasonable and sufficient to provide for
losses thereby contemplated.

                  (i)  Statements  Made.  None  of (i)  the  representations  or
warranties of the Seller contained herein; (ii) the information contained in the
Seller's Schedules hereto and (iii) the other information or documents furnished
to the Purchaser or any of its  representatives  or agents by Seller,  Parent or
their respective representatives or agents, is or will be false or misleading in
any  material  respect  or omits or will omit to state a fact  herein or therein
required to be stated or necessary to make the statements  herein or therein not
misleading in any material respect.  There is no fact which adversely affects or
in the  future is likely to  adversely  affect  the Seller (as it relates to the
Acquired  Division) in any material  respect which has not been disclosed to the
Purchaser in this Agreement or the Schedules hereto.

                  (j) Environmental, Health and Safety.

                           (i) As to any real  property  that is the  subject of
any Lease, and as to the period of time of Seller's lease of such property, with
respect to such Leased  Premises,  Seller has complied in all material  respects
with all laws (including rules and regulations  thereunder) of federal, state or
local government (and all agencies thereof)  concerning the environment,  public
health and safety,  and employee  health and safety,  and no charge,  complaint,
action, suit, proceeding,  hearing,  investigation,  claim, demand or notice has
been filed or  commenced  against  Seller or  relating  to the  Leased  Premises
alleging any failure to comply with such laws or regulations. During the term of
Seller's  lease of such  property,  with  respect to the Leased  Premises and to
Seller's  knowledge,  no  pollutant,   contaminant,  or  chemical,   industrial,
hazardous,  or toxic material or waste was buried, stored (in violation of law),
spilled, leaked, discharged,  emitted or released.  Pollutant,  contaminant,  or
chemical,  industrial,  hazardous,  or toxic material or waste shall be as those
terms are identified and defined in the  comprehensive  Environmental  Response,
Compensation  and Liability Act of 1980, the Resource  Conservation and Recovery
Act of 1976, the Federal Water Pollution  Control Act of 1972, the Clean Air Act
of 1970, the Safe Drinking Water Act of 1974, the Toxic Substance Control Act of

                                       29
<PAGE>

1976,  the  Refuse  Act  of  1989,  or  the  Emergency  Planning  and  community
Right-to-Know  Act of  1986  (each  as  amended),  or any  other  law or rule or
regulation thereunder (hereinafter referred to as "Hazardous Material").

                           (ii) As to any  predecessors  in interest to any real
property that is the subject of any Lease, to Seller's  knowledge,  no Hazardous
Material has ever been buried, stored, spilled, leaked,  discharged,  emitted or
released,  and  no  charge,  complaint,   action,  suit,  proceeding,   hearing,
investigation,  claim,  demand or notice has been filed or commenced for failure
to comply with any laws or regulations concerning the environment, public health
and  safety,  including  but not  limited to those  federal  acts  listed in the
previous subsection.

                           (iii) With  regard to any real  property  that is the
subject of any Lease, there are no violations,  in any material respect,  of the
Americans With Disabilities Act.

                           (iv) Notwithstanding  anything to the contrary in the
introductory  paragraph of this Section 4.2, the  representations and warranties
contained  in this  Section  4.2(j)  shall be deemed to have been made as of the
date  hereof,  as of the Initial  Closing  Date and as of the date on which each
Lease related to the Leased Premises is assigned to Purchaser.

                  (k) Employee Matters. Schedule 4.2(k) sets forth, with respect
to each Hired  Employee,  an accurate and complete  list of (i) all  information
contained on Seller's  employee  census and payroll data report,  (ii) all Hired
Employees  with whom Seller is a party to an employment,  compensation  or other
similar  agreement  (attached  to  Schedule  4.2(k)  shall be copies of all such
agreements),  and (iii) all  severance  and other  payments that have accrued or
should  have  accrued  as of  the  Initial  Closing  Date  as a  result  of  the
termination  of  employment  of any Hired  Employee  or in  connection  with the
consummation of the transactions contemplated herein. Other than as set forth on
Schedule 6.8(a)-1,  there are no Accrued  Consideration and Benefits.  Seller is
not and  shall  not be liable or  otherwise  responsible  for any sick  leave or
vacation leave that has accrued  during any year prior to 2003. The  information
provided by Seller in Schedule 4.2(k) shall be true,  correct and complete as of
February 14, 2003, and the information  provided by Seller in Schedule  6.8(a)-1
shall be true,  correct and  complete  as of January  31,  2003 with  respect to
matters related to accrued  commissions and as of February 14, 2003 with respect
to all other  relevant  matters.  Promptly  following the Initial  Closing Date,
Seller  shall  deliver  updated   Schedules   4.2(k)  and  6.8(a)-1   containing
information that is true, correct and complete as of the Initial Closing Date.

                  (l) Tangible and Intangible Assets. All of the Tangible Assets
and Intangible  Assets that are  transferred and assigned by Seller to Purchaser
on the Initial  Closing Date are  sufficient to operate the business and affairs
of the Acquired  Division in the ordinary  course and consistent with the manner

                                       30
<PAGE>

it was conducted prior to the Initial Closing Date. All such Tangible Assets and
Intangible  Assets have been used by Seller in  accordance  with all  applicable
license agreements and other requirements related thereto.

                  (m) Unions. The Seller has never been a party to any agreement
with any union, labor  organization or collective  bargaining unit. No employees
of the Seller are  represented by any union,  labor  organization  or collective
bargaining  unit.  To the  knowledge of the Seller,  the employees of the Seller
have no intention to and have not threatened to organize or join a union,  labor
organization or collective bargaining unit.

                  (n)  Absence  of  Certain  Changes.  Except  as set  forth  in
Schedule 4.2(n),  from December 31, 2002 to the Initial Closing Date, the Seller
(with respect to the Acquired Division only) has not:

                           (i) suffered any material adverse change,  whether or
not caused by any deliberate act or omission of the Seller or the Parent, in its
condition (financial or otherwise), operations, assets, liabilities, business or
prospects  or  that  would   materially  and  adversely   impact  its  Financial
Statements;

                           (ii) incurred any  indebtedness for borrowed money or
issued or sold any debt securities except in the ordinary course of business;

                           (iii)  incurred  or  discharged  any  liabilities  or
obligations except in the ordinary course of business;

                           (iv) mortgaged,  pledged or subjected to any security
interest,  lien,  lease or other charge or encumbrance  any of its properties or
assets except in the ordinary course of business;

                           (v) suffered any damage or  destruction to or loss of
any assets (whether or not covered by insurance) that has adversely affected, or
could adversely affect, its business;

                           (vi) acquired or disposed of any assets except in the
ordinary course of business;

                           (vii)  written up or written down the carrying  value
of any of its assets;

                           (viii) changed any accounting principles,  methods or
practices  previously  followed or changed the  costing  system or  depreciation
methods of accounting for its assets;

                           (ix)  waived  any  material  rights or  forgiven  any
material claims;

                                       31
<PAGE>

                           (x) lost, terminated or experienced any change in its
relationship with any Hired Employee, customer or supplier, which termination or
change has materially and adversely affected,  or could materially and adversely
affect, its business or assets;

                           (xi)  entered into any  agreement  with any person or
group,  or  modified  or amended in any  material  respect the terms of any such
existing agreement except in the ordinary course of business;

                           (xii) entered  into,  adopted or amended any Employee
Benefit Plan; or

                           (xiii)   entered   into  any  other   commitment   or
transaction or experienced any other event that would  reasonable be expected to
materially  and  adversely  affect,  the  condition  (financial  or  otherwise),
operations,  assets,  liabilities,  business  or  prospects  of  the  Production
Division.

                  (o) Tax Matters.

                           (i) All required  foreign federal,  state,  local and
other tax returns, notices and reports (including,  without limitation,  income,
property, sales, use, franchise,  capital stock, excise, added value, employees'
income withholding, social security and unemployment tax returns) of Seller have
been accurately prepared in all material respects and duly and timely filed, and
all foreign,  federal,  state,  local and other taxes,  interest,  penalties and
additions to tax required to be paid with respect to the periods covered by such
returns  have been paid,  except for taxes being  accrued and  protested  or not
being paid in good faith and  disclosed  in Schedule  4.2(o)(i).  Seller has not
been delinquent in the payment of any tax, assessment or governmental charge.

                           (ii)  Except  as set  forth in  Schedule  4.2(o)(ii),
Seller has never had any tax deficiency  proposed or assessed against it and has
not  executed  any waiver of any statute of  limitations  on the  assessment  or
collection  of any tax or  governmental  charge.  No tax  audit,  action,  suit,
proceeding,  investigation  or claim is now pending nor, to the knowledge of the
Seller, threatened against Seller.

                           (iii)  Seller has  withheld  or  collected  from each
payment made to each of its employees,  the amount of all taxes (including,  but
not limited to, federal income taxes,  Federal Insurance  Contribution Act taxes
and Federal  Unemployment  Tax Act taxes)  required to be withheld or  collected
therefrom,  and have  paid the same to the  proper  tax  receiving  officers  or
authorized depositories.

                  (p) Condition of Assets. All facilities, machinery, equipment,
fixtures, vehicles and other properties that are a part of the Production Assets
acquired by Purchaser  hereunder  are in good  operating  condition  and repair,


                                       32
<PAGE>

normal wear and tear  excepted,  are  reasonably fit and usable for the purposes
for which they are being used.  Immediately  prior to the Initial  Closing Date,
Seller will own, and have legal rights to use as currently used in its business,
the Production Assets.

                  (q) Certain Payments. Neither the Seller (as it relates to the
Acquired Division) nor any director,  officer, manager or employee of the Seller
(as it relates to the Acquired Division) has paid or caused to be paid, directly
or indirectly,  in connection  with the business of the Seller (as it relates to
the Acquired Division):  (i) to any government or agency thereof or any agent of
any supplier or customer any bribe,  kick-back or other similar payment; or (ii)
any  contribution to any political party or candidate  (other than from personal
funds of  directors,  officers or employees not  reimbursed by their  respective
employers or as otherwise permitted by applicable law).


                                    ARTICLE V
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

                  Section  5.1 General  Representations  and  Warranties.  As an
inducement  to  Seller  to enter  into  this  Agreement  and to  consummate  the
transactions  contemplated hereby,  Purchaser represents and warrants as follows
(it being  acknowledged  that each such  representation  and warranty is made to
Seller as of the Initial Closing Date and, except as otherwise stated, the Final
Closing Date):

                  (a)  Organization.   Purchaser  is  duly  organized,   validly
existing and in good standing under the laws of the State of Delaware. Purchaser
is duly qualified and in good standing to transact business in each jurisdiction
in which such qualification is necessary,  other than those  jurisdictions where
the failure to be so qualified  would not have a material  adverse effect on the
business, assets or financial condition of Purchaser.

                  (b) Authority. Purchaser has all requisite corporate power and
authority  and capacity to execute and enter into this  Agreement and to perform
the  obligations  required  of it  hereunder  and  under  the  other  documents,
instruments and agreements required to be executed by Purchaser pursuant hereto.
The execution and delivery of this Agreement and all documents,  instruments and
agreements  required to be executed and delivered by Purchaser  pursuant hereto,
and the consummation of the transactions  contemplated hereby, and thereby, have
each been duly and validly  authorized by all necessary  action.  This Agreement
constitutes  a valid and legally  binding  agreement  of  Purchaser  enforceable
against   Purchaser  in  accordance  with  its  terms,   subject  to  applicable
bankruptcy,   reorganization,    insolvency,   conservatorship,    receivership,

                                       33
<PAGE>

moratorium  and other laws  affecting  the  rights of  creditors  generally  and
subject to general  principles of equity,  including  without  limitation  those
regarding the availability of specific performance.

                  (c) No Conflicts.  The execution,  delivery and performance of
this  Agreement  by  Purchaser,  its  compliance  with the terms  hereof and the
consummation of the transactions  contemplated hereby will not violate, conflict
with, result in a breach of, give rise to any right of termination, cancellation
or  acceleration,  constitute a default  under,  be prohibited by or require any
additional approval (except for the Consents specified on Schedule 5.1(c), which
will be obtained by  Purchaser  on or before the Final  Closing  Date) under (i)
Purchaser's   organizational   documents,   (ii)  any  material  contract,  loan
agreement, indenture, mortgage or other undertaking to which it is a party or by
which it is  bound  or  (iii)  any  law,  rule,  regulation,  ordinance,  order,
injunction or decree  applicable  to it the effect of which  violation or breach
reasonably  would be expected to have a material adverse effect upon Purchaser's
ability  to  comply  with  its  obligations  under  this  Agreement  or upon the
business, operations or financial condition of Purchaser.

                  (d)  Compliance  with Laws.  Purchaser is not in default under
and has not violated any applicable  law,  ordinance,  requirement,  regulation,
rule or order  applicable to its business or properties,  the violation of which
reasonably would be expected to materially and adversely affect Purchaser or its
operations, employees or assets.

                  (e) Consents.  There is no requirement applicable to Purchaser
to make any filing  with,  or to obtain any  permit,  authorization,  consent or
approval  of, any  governmental  or  regulatory  authority as a condition to the
lawful  consummation  by  Purchaser  of the  transactions  contemplated  by this
Agreement,  other than those Consents set forth on Schedule  5.1(c) and obtained
by Purchaser on or before the Final Closing Date.

                  (f) Broker Fees.  Neither  Purchaser  nor any Person acting on
Purchaser's behalf has (nor will it at any time hereafter have) any liability to
any  broker,  finder or agent or has agreed  (nor will it at any time  hereafter
agree) to pay any brokerage commission or financial advisory fee with respect to
the transactions contemplated by this Agreement.  Notwithstanding the foregoing,
Purchaser shall pay and be solely  responsible for any  consideration  due Samco
Corp. in facilitating this transaction.

                  (g)  Litigation,  Investigations,  etc.  There  is  no  claim,
defense,   litigation,   set-off,   counterclaim,   proceeding  or  governmental
investigation pending or, to Purchaser's  knowledge,  threatened,  or any order,
injunction or decree outstanding or, to the knowledge of Purchaser,  threatened,
that pertains to or adversely affects the Purchaser.

                                       34
<PAGE>

                  (h)  Statements  Made.  None  of (i)  the  representations  or
warranties of the Purchaser contained herein; (ii) the information  contained in
Purchaser's  Schedules  hereto  and  (iii) the other  information  or  documents
furnished to the Seller or any of its  representatives or agents by Purchaser or
its representatives or agents, is or will be false or misleading in any material
respect or omits or will omit to state a fact  herein or therein  required to be
stated or necessary to make the  statements  herein or therein not misleading in
any material respect.  There is no fact which adversely affects or in the future
is likely to adversely  affect the  Purchaser  (as it relates to the  Production
Assets) in any material  respect  which has not been  disclosed to the Seller in
this Agreement or the Schedules hereto.

                  (i)  Financial  Condition.  Schedule  5.1(i)  contains a true,
correct and  complete  copy of the balance  sheet of Purchaser as of the Initial
Closing Date  (unaudited).  Such balance  sheet has been  prepared in accordance
with GAAP and presents fairly in all material respects the financial position of
the Purchaser on the date thereof.

                  Section 5.2 Mortgage Banking  Representations  and Warranties.
As an  inducement to Seller to enter into this  Agreement and to consummate  the
transactions  contemplated hereby,  Purchaser represents and warrants as follows
(it being  acknowledged  that each such  representation  and warranty is made to
Seller as of the Final Closing Date):

                  (a)  Licenses,  Permits  and  Approvals.   Purchaser  has  all
federal, state and local material licenses, permits, and other authorizations of
governmental  authorities  used or required in the conduct of its business  with
respect to the  Production  Assets,  including  but not limited to any  required
state mortgage banking and real estate licenses,  and Purchaser has not received
any notice  that  revocation  is being  considered  with  respect to any of such
required licenses, permits, or authorizations.


                                   ARTICLE VI
                                    COVENANTS

                  Section 6.1  Cooperation.  Each of the  Parties  shall use its
reasonable   best  efforts  to  file  and  prosecute  any  required   regulatory
applications and take other reasonable and appropriate  action to consummate the
transactions   contemplated  by  this  Agreement  and  the  Transition  Services
Agreement  as promptly  as  possible.  To the extent  reasonably  possible,  the
Parties shall  cooperate with and assist each other,  as requested,  in carrying
out the purposes of this Agreement and in connection with Purchaser's filing and
obtaining  mortgage banking licenses and approvals from FNMA, FHLMC,  GNMA, HUD,
VA, RHS (if desired) and  applicable  state  authorities,  and they shall comply
with all material laws and Mortgage Loan  Requirements in connection  therewith.

                                       35
<PAGE>

In all cases where there is a conflict  between the applicable laws and Mortgage
Loan  Requirements  and any  provisions  of this  Agreement  and the  Transition
Services  Agreement,  the applicable laws and Mortgage Loan  Requirements  shall
take precedence.

                  Section 6.2  Material  Assurances.  Each Party  covenants  and
agrees with the other Party that it will,  whenever  and as often as  reasonably
requested  so to do by such  other  Party or its  successors  and  assigns,  do,
execute,  acknowledge  and  deliver  any and all such  other and  further  acts,
assignments,  limited powers of attorney,  acknowledgments,  acceptances and any
instruments of further assurance,  approvals and consents as such other Party or
its successors and assigns, may hereinafter  reasonably deem necessary or proper
in order to complete and perfect the conveyances contemplated hereby.

                  Section 6.3 Operating Plan. Seller, Purchaser and Parent shall
comply with the Operating Plan in accordance with its terms.

                  Section 6.4   Consents.

                  (a) General.  Each of Seller and  Purchaser  shall prepare and
submit  all  documentation  necessary  to obtain  the  Consents  and  regulatory
licenses and approvals required to be obtained by it. Purchaser and Seller shall
cooperate  in good faith in  connection  with  obtaining  the  Consents and such
regulatory  licenses and approvals.  Each of Seller and Purchaser  shall use its
reasonable  efforts to obtain the  Consents  and such  regulatory  licenses  and
approvals  as soon as possible  following  the date hereof but in no event later
than the Final Closing Date. Seller shall take all commercially reasonable steps
to assure that  Purchaser  can, on and after the Initial  Closing  Date or Final
Closing  Date, as  appropriate,  control and operate the  Production  Assets for
which any  required  Consent  has not been  received  prior to or on the Initial
Closing  Date  or  Final  Closing  Date,  as  appropriate,  such as  through  an
appropriate  sublease or other financial  undertaking,  without material adverse
modification to the rights of Purchaser that would have accrued to Purchaser had
such Consent been obtained and without cost or expense to Purchaser  (other than
the costs and expenses incurred by Purchaser (including  professionals' fees and
expenses) in connection with the review of such Consent).

                  (b) Form of Consents.  The requests for Consent to, or notices
of, the  intended  transfer to  Purchaser  of the  Tangible  Assets,  Intangible
Assets, Contract Rights, Leases, Equipment Leases and New Pipeline Applications,
as applicable, shall be in a form reasonably acceptable to Seller and Purchaser.
The assignment of each Final Closing Date Sales Commitment shall be in such form
as is  ordinarily  utilized  by the  issuer of such  Final  Closing  Date  Sales
Commitment or, if none, in a form reasonably acceptable to Seller and Purchaser.

                  Section  6.5  Further   Information.   Seller  shall   furnish
Purchaser such incidental  information  relating to the Production Assets, which
is reasonably available to Seller, supplementary to the information contained in

                                       36
<PAGE>

the  documents  and  Schedules  delivered  pursuant  hereto,  as  Purchaser  may
reasonably request.

                  Section 6.6 Access to Documents,  Files,  Records,  Personnel,
etc.  From  the  date  hereof  to the  Final  Closing  Date,  Purchaser  and its
attorneys,  accountants,   consultants  and  other  representatives  shall  have
reasonable access to the Production Assets, the Assumed Obligations and Seller's
books,  records and  accounts  with  respect to the  Production  Assets,  and to
employees,  attorneys,  accountants,  consultants and other  representatives  of
Seller related to the Production  Assets,  during normal business  hours,  after
reasonable  notice and without  disrupting  Seller's  business  and  activities.
Purchaser's  access hereunder shall not evidence that the Seller has complied or
failed to comply with any of its representations,  warranties or covenants under
this Agreement.

                  Section  6.7 Certain  Claims.  The  Parties  acknowledge  that
certain  actions of third parties during the Transition  Period could  adversely
impact the Production Assets. As such, at Purchaser's request and at Purchaser's
sole cost and  expense,  Seller  agrees  that it will  enforce  all  rights  and
remedies reasonably  available to Seller that relate to the Production Assets or
permit  Purchaser  to enforce  Seller's  rights and  remedies in  Seller's  name
pursuant to a mutually acceptable subrogation arrangement.

                  Section 6.8   Seller's Employees.

                  (a)  Purchaser  shall deliver to Seller a list, on the Initial
Closing Date on Schedule  6.8-1, of those employees to whom it intends to extend
offers of employment  ("Hired  Employees").  The Parties  recognize that certain
other employees of Seller may be needed to perform  certain  services during all
or  part of the  Transition  Period,  and a list of  those  employees  shall  be
delivered to Seller by Purchaser on the Initial  Closing Date on Schedule  6.8-2
("Transition  Employees").  With respect to the Transition Employees,  Purchaser
shall be  responsible  for  offering and paying any "stay" bonus with respect to
the Transition Period if and to the extent that Purchaser  determines to pay any
"stay" bonus,  and Seller shall be responsible  for paying any and all severance
and other payments that may be due as a result of the transactions  contemplated
herein.  Purchaser intends to extend offers of employment to the Hired Employees
on  substantially  the same terms as such employees had with Seller  immediately
prior to the Final Closing Date. If Purchaser determines,  during the Transition
Period,  that it does not wish to extend, or that it wishes to rescind, an offer
of  employment  to  one  or  more  Hired  Employees,  then  Purchaser  shall  be
responsible  for  paying  any and all  severance  and other  payments  that have
accrued or will accrue from and after the Initial  Closing  Date that may be due
as a result of the  termination  of his or her  employment or as a result of the
consummation  of the  transactions  contemplated  herein.  Seller  shall take no

                                       37
<PAGE>

action that reasonably  would be expected to prevent any employee from accepting
employment with Purchaser (for instance, Seller shall not disparage Purchaser or
the  Acquired  Division,  their  respective  employees or  management,  or their
respective  business  plans).  Except as specified in this Agreement,  Purchaser
will not assume and will have no obligation  with respect to any employee bonus,
retirement, pension, profit sharing, incentive, deferred compensation,  medical,
retiree  medical,  retiree  life,  other  insurance  plan,  employee  severance,
vacation or sick leave plan or policy or other  employee  benefit plan of Seller
of any kind  (collectively,  "Employee Benefit Plans").  Purchaser shall have no
responsibility for any Accrued  Consideration and Benefits.  However,  Purchaser
agrees to use commercially reasonable efforts to give to each employee of Seller
who is hired by Purchaser on the Final Closing Date credit for past service with
Seller  for  purposes  of  participation  in and  vesting  with  respect  to any
employee,  retirement,  pension,  profit  sharing,  bonus,  incentive,  deferred
compensation,  medical,  vacation,  sick leave or other employee benefit plan of
Purchaser  in which such  employee  may be  eligible  to  participate,  and,  in
connection  therewith,  Purchaser  shall, to the extent prudent under applicable
law,  permit each Hired  Employee the option to obtain such past service  credit
for accrued  vacation  leave or to accept  payment  from Seller for such accrued
vacation  leave (in which  case,  no past  service  credit  shall be provided by
Purchaser to such Hired  Employee).  However,  Purchaser will not be required to
establish or adopt any employee  benefit plan or policy to accommodate  Seller's
employees.  Purchaser  shall  take  commercially  reasonable  steps to waive any
applicable waiting period and pre-existing  condition  exclusions related to any
newly established ss.401(k) plan and health insurance benefits.  Purchaser shall
adopt a vacation and sick leave plan substantially similar to that applicable to
Seller's  employees  prior to the Initial  Closing  Date.  Purchaser is not, and
shall not be  deemed  to be, a  successor  employer  to Seller or any  affiliate
thereof with respect to any employee benefit plan of Seller; and no plan adopted
or maintained by Purchaser after the Final Closing Date is or shall be deemed to
be a  "successor  plan" (as such  term is  defined  in  Section  4021(a)  of the
Employee  Retirement  Income Security Act).  Purchaser shall notify Seller:  (i)
when Purchaser,  after the Final Closing Date, offers health insurance  benefits
to the Hired Employees that Purchaser  actually  hires,  and (ii) if such health
insurance benefits exclude pre-existing conditions.

                  (b) Except as specified in Section 6.8(a) above,  Seller shall
be  responsible  for all other  costs and  expenses  relating  to its  employees
(including,  but  not  limited  to,  the  Hired  Employees  and  the  Transition
Employees)  if such cost or  expense  arises or  accrues  on or before the Final
Closing  Date,  including  but not limited to salaries  and other  compensation,
accrued  vacation  pay,  bonuses that are payable for or relate to the period to
and including the Final Closing Date, fringe benefits, pension, health and other
amounts.  With respect to the Hired  Employees,  Seller and its affiliates shall
(i) fully vest all participants in the Seller's ss.401(k) Plan and make whatever

                                       38
<PAGE>

distributions  to  participants  in those plans as are permitted by law and (ii)
provide notices  concerning  eligibility for continuation  health coverage under
all  applicable  health  plans  pursuant to Internal  Revenue  Code  ss.4980B to
eligible  employees  and family  members and provide such  individuals  with the
opportunity  to elect to continue  their health  coverages  under the applicable
Seller or affiliate  health and cafeteria  plans, but only as to those employees
requiring such protections.

                  (c) Seller and Parent shall cause all employee  benefit  plans
described  in  paragraphs  (a) and (b) of this  Section  6.8 to  remain in place
during the Transition  Period so as to allow the Hired  Employees and Transition
Employees to continue to enjoy all such benefits during the Transition Period in
the same manner as they had prior to the Transition Period;  provided,  however,
that  Seller  and  Parent  may  modify  any such  employee  benefit  plan if all
employees of Seller,  Parent and their respective  affiliates are treated in the
same  manner  with  regard  to such plan  modification;  and  provided  further,
however,  that no material  employee benefit plan may be eliminated by Seller or
Parent prior to the Final Closing Date.

                  Section 6.9  Processing  Pipeline  Applications.  On the Final
Closing  Date,  Seller shall  assign to Purchaser  all of the Loan Files and all
other documents in its possession pertinent to the New Pipeline Applications and
the Final Closing Date Sales  Commitments.  Purchaser agrees to use commercially
reasonable efforts to close New Pipeline  Applications in the ordinary course of
business,  with due regard for any Purchaser requirements that may be applicable
to it (e.g., redisclosure and underwriting).

                  Section 6.10   Noncompetition.

                  (a) Seller and Parent  each  covenant  and agree that it shall
not (and shall  cause the other not to) engage in, and shall  cause its (and the
other's)  Affiliates not to engage in,  directly or indirectly,  for the two (2)
year  period  following  the  Initial  Closing  Date,  the  retail or  wholesale
single-family mortgage origination business in the states or other jurisdictions
in which the Acquired  Division operates or is located as of the Initial Closing
Date, including but not limited to serving as an officer, director,  proprietor,
employee,  agent, consultant,  partner,  member,  shareholder or investor (other
than as a passive  investor  in less than one  percent  (1%) of the  outstanding
capital  stock of a publicly  traded  corporation).  Seller  and Parent  further
covenant  and agree that  during the two (2) year period  following  the Initial
Closing Date,  Seller and Parent will not (and will cause the other not to), and
shall cause its (and the other's)  Affiliates  not to,  directly or  indirectly,
hire  any of the  employees  designated  in  Section  6.8  as  Hired  Employees.
Notwithstanding  anything in this Section 6.10 to the  contrary,  this  covenant
shall not prohibit or limit (A) the operations of the Acquired  Division  during
the Transition Period or (B) the Parent or the Seller or its or their Affiliates
from engaging,  currently or in the future, in the retail or wholesale  mortgage

                                       39
<PAGE>

origination  business in any geographic  location,  including but not limited to
serving  as an  officer,  director,  proprietor,  employee,  agent,  consultant,
partner,  member,  shareholder or investor of another entity, in order to comply
with (1) applicable  laws,  rules,  or  regulations,  (2) any directive,  order,
agreement  or  commitment,  formal or  informal,  with the  Parent's or Seller's
primary federal banking  regulator,  or (3) any order,  agreement or commitment,
formal or informal,  with any third  party,  provided  such order,  agreement or
commitment is  undertaken  or entered into in order to facilitate  resolution of
any supervisory or regulatory concern of the Parent, the Seller or any Affiliate
of theirs, and provided further that, if the Parent, the Seller or any Affiliate
of theirs  believes it is  appropriate  in its sole  discretion to do so, Seller
shall provide  Purchaser  advance notice of such order,  agreement or commitment
and an opportunity to comment therein.

                  (b)  Notwithstanding  anything  to  the  contrary  in  Section
6.10(a),  the two-year  restriction  period  contained in Section  6.10(a) shall
expire on the date on which a Change of  Control  (as  defined  in this  Section
6.10(b) below) occurs;  provided,  however,  that regardless of when a Change of
Control occurs, the restrictions  contained in Section 6.10(a) shall continue in
effect for no less than six (6) months  following the Initial  Closing Date. For
purposes  of this  Section  6.10,  a Change  of  Control  shall  mean any of the
following  (other  than as a result of a public  offering of shares of Parent or
Matrix Bancorp,  Inc.): any transaction (which shall include a series of related
transactions or a transaction  occurring pursuant to a plan) that has the result
that  the  present   shareholders  of  Parent  or  of  Matrix   Bancorp,   Inc.,
respectively,  cease to own or control  (individually or collectively) more than
50% of (x) the voting stock of Parent or Matrix Bancorp, Inc., respectively,  or
(y) any entity that results from the  participation of Parent or Matrix Bancorp,
Inc. in a consolidation, merger or other similar form of corporate transaction.

                  (c) Each of Seller and  Parent  hereby  acknowledges  that the
geographic  boundaries,  scope of prohibited activities and the time duration of
the  provisions of this Section 6.10 are  reasonable and are no broader than are
necessary to protect the legitimate business interests of Purchaser.

                  (d) Each of Seller and Parent  acknowledges that breach of any
of the provisions of this Section 6.10 will give rise to  irreparable  injury to
Purchaser, inadequately compensable in damages. Accordingly,  Purchaser shall be
entitled to injunctive relief to prevent or cure breaches or threatened breaches
of the provisions of this Agreement and to enforce  specific  performance of the
terms and provisions hereof in any court of competent jurisdiction,  in addition
to any other legal or equitable remedies which may be available.  Each of Seller
and Purchaser  further  acknowledges and agrees that the enforcement of a remedy

                                       40
<PAGE>

hereunder  by way of  injunction  shall not prevent it from earning a reasonable
livelihood.  Each of Seller and Purchaser  further  acknowledges and agrees that
the covenants  contained  herein are necessary for the protection of Purchaser's
legitimate business interests and are reasonable in scope and content.

                  (e) Purchaser,  Parent and Seller agree and stipulate that the
agreements and covenants  contained in this Section 6.10 are fair and reasonable
in light of all of the  facts  and  circumstances  of the  relationship  between
Purchaser,  Parent and Seller, however,  Purchaser,  Parent and Seller are aware
that in certain  circumstances courts have refused to enforce certain agreements
not to compete.  Therefore,  in  furtherance  of, and not in  derogation  of the
provisions of Section 6.10, Purchaser, Parent and Seller agree that in the event
a court should decline to enforce the provisions of this Section 6.10, that this
Section 6.10 shall be deemed to be modified or reformed to restrict  Seller's or
Parent's competition with Purchaser to the maximum extent, as to time, geography
and business scope, which the court shall find enforceable;  provided,  however,
in no event  shall  the  provisions  of this  Section  6.10 be deemed to be more
restrictive to Seller or Parent than those contained herein.

                  Section  6.11 Seller  Name.  Purchaser  is not  acquiring  any
rights  to  Seller's  corporate  name and will  have no right of any kind to use
Seller's name in any manner after the Final Closing Date.

                  Section 6.12 WARN Legislation.  Seller shall provide to all of
Seller's  employees all notices that would be required by the Worker  Adjustment
and Retraining  Notification Act, 29 U.S.C.  Section 2101-2109  ("WARN") if such
employees had suffered or were deemed to have suffered an "employment  loss," as
defined  in 29  U.S.C.  Section  2101(a)(6)  as a  result  of  the  transactions
contemplated by this Agreement. Except as expressly set forth in this Agreement,
Seller  shall  be  responsible  for  any  payments  required  to be made to such
employees as a result of the termination of their employment with Seller.

                  Section 6.13 Mail and Other Communications  Received After the
Final Closing  Date. On and after the Final Closing Date,  Purchaser may receive
and open all mail or other  communications  addressed to Seller which  Purchaser
reasonably  believes relates to the Production Assets and deal with the contents
thereof to the extent such mail or other communications and the contents thereof
relate to the Production Assets. If Seller receives mail or other communications
which relate to the Production Assets on or after the Final Closing Date, Seller
will deliver or cause to be delivered  promptly to Purchaser  such mail or other
communications.  If Purchaser receives mail or other communications which do not
relate to the  Production  Assets on or after the Final Closing Date,  Purchaser
will  deliver or cause to be  delivered  promptly  to Seller  such mail or other

                                       41
<PAGE>

communications.  Each Party agrees to keep and cause to be kept confidential the
contents of any mail or other communications that are misdirected to it.

                  Section  6.14  Post-Final  Closing Date  Services.  During the
Transition  Period,  the Parties will seek to identify any services  that either
Party may need to obtain from the other Party  following the Final Closing Date.
The Parties agree to negotiate,  expeditiously  and in good faith,  an agreement
setting forth the scope of such services and the reasonable  fair market fees to
be charged  therefor.  In  connection  therewith,  the Parties  agree  that,  in
addition  to any  other  services  that  may be  identified  by the  Parties  in
connection  with this Section  6.14,  the services  identified  in Schedule 6.14
shall be made available as indicated thereon.

                  Section  6.15  Warehouse   Agreement.   Parent  shall  provide
financing to the Acquired Division in accordance with the Warehouse Agreement.

                  Section  6.16  Parent  Guaranty.   Immediately  upon  (a)  the
dissolution,  termination of existence, insolvency, business failure, commission
of  any  act  of   bankruptcy,   appointment   of  a  receiver  or  other  legal
representative  for any  part of the  property  of  Seller,  assignment  for the
benefit of creditors, or commencement of any proceedings under any bankruptcy or
insolvency  law,  with  respect  to  Seller,  (b) the  failure  of the Seller to
maintain at all times during the  Transition  Period a net worth of at least ten
million dollars ($10,000,000) and at all times after the Transition Period a net
worth of at least five million dollars ($5,000,000) (in each case, determined in
accordance  with GAAP consistent  with past  practices),  or (c) any transaction
(which shall include a series of related transactions or a transaction occurring
pursuant to a plan) that has the result that Parent or any  Affiliate  of either
Parent or Seller ceases to own  (individually or collectively)  more than 50% of
(x) the  voting  stock  of  Seller  or (y) any  entity  that  results  from  the
participation  of Seller in a  consolidation,  merger or other  similar  form of
corporate  transaction  (any  such  event,  a  "Trigger  Event"),  Parent  shall
immediately  and without  notice become and thereafter be bound by and under the
terms of this  Agreement  and all  Exhibits  hereto in the same manner as Seller
would  have been but for the  occurrence  of such  Trigger  Event.  This  Parent
guarantee shall cease when all of Seller's obligations under this Agreement have
been fulfilled or otherwise terminated.



                                       42
<PAGE>


                                  ARTRICLE VII
                                 INDEMNIFICATION

                  Section  7.1  Indemnification  by  Seller.  Upon the terms and
subject to the conditions hereof,  Seller shall indemnify and hold Purchaser and
its officers,  directors,  employees, agents and Affiliates harmless against and
in respect  of, and shall  reimburse  such  Indemnified  Party for,  any and all
Losses suffered or incurred by such Indemnified  Party arising out of, resulting
from or relating to:

                  (a) Any breach or  non-performance  by Seller or Parent of any
representation,   warranty,  covenant,  obligation,  requirement,  agreement  or
undertaking of Seller or Parent  contained in this  Agreement,  in any agreement
entered into by the Seller or Parent in connection with this  Agreement,  in any
Schedule or Exhibit,  or in any written  statement or  certificate  furnished by
Seller or Parent pursuant to this Agreement.

                  (b) Litigation  pending or threatened that results from events
occurring prior to the Initial Closing Date in connection with Seller, Parent or
their respective assets or operations.

                  (c) Material  errors,  omissions or fraud in the processing on
or  prior  to  the  Initial  Closing  Date  of  any  of  the  Existing  Pipeline
Applications on the part of Seller.

                  (d) Any action or failure to act by Seller or an  Affiliate of
Seller on or before the Initial Closing Date.

                  (e) The  operation of Seller's  business  prior to the Initial
Closing Date.

                  (f) Any failure to deliver, with all required Consents, any of
the Production Assets to Purchaser on the date or dates required  hereunder free
and clear of all liens,  encumbrances,  security  interests or rights whatsoever
except for the Assumed Obligations.

                  Section 7.2  Indemnification by Purchaser.  Upon the terms and
subject to the conditions hereof,  Purchaser shall indemnify and hold Seller and
Parent,  and  their  respective  officers,  directors,   employees,  agents  and
Affiliates  harmless  against  and in  respect  of,  and  shall  reimburse  such
Indemnified  Party  for,  any  and  all  Losses  suffered  or  incurred  by such
Indemnified Party arising out of, resulting from or relating to:

                  (a)  Any  breach  or   non-performance  by  Purchaser  of  any
representation,   warranty,  covenant,  obligation,  requirement,  agreement  or
undertaking of Purchaser  contained in this Agreement,  in any agreement entered
into by the  Parties in  connection  with this  Agreement,  in any  Schedule  or

                                       43
<PAGE>

Exhibit or in any  written  statement  or  certificate  furnished  by  Purchaser
pursuant to this Agreement.

                  (b) Litigation  pending or threatened that results from events
occurring  after the Initial  Closing Date in  connection  with  Purchaser,  its
assets or operations.

                  (c) Litigation  pending or threatened that results from events
occurring  after  the  Initial  Closing  Date in  connection  with the  Acquired
Division, its assets or operations.

                  (d) Any material  non-compliance by the Acquired Division with
applicable  Mortgage  Loan  Requirements  with respect to its  mortgage  banking
operations  and activities  after the Initial  Closing Date,  including  without
limitation the origination,  processing, underwriting and credit approval of New
Pipeline  Applications,  and,  without limiting the generality of the foregoing,
the failure of the documentation in connection with the origination, processing,
underwriting and credit approval of the New Pipeline  Applications to satisfy in
all material  respects  applicable  Mortgage Loan  Requirements in effect at the
time such New Pipeline Applications were prepared and processed.

                  (e) Any failure of the information contained in the Loan Files
with respect to the New Pipeline  Applications,  and other  documents upon which
underwriters generally rely (such as verification of employment),  to be, in all
material  respects,  complete  and accurate and in  compliance  with  applicable
Mortgage Loan Requirements.

                  (f) In the case of any of the New Pipeline  Applications  that
have been approved by the Acquired  Division,  any term or condition relating to
such New Pipeline Application that will prevent Purchaser from timely making any
required  redisclosures or otherwise complying with all applicable Mortgage Loan
Requirements following the Final Closing Date.

                  (g) Material  errors and omissions in the processing of any of
the New Pipeline Applications on the part of Purchaser after the Initial Closing
Date.

                  (h) Any  action  or  failure  to act by  Purchaser  after  the
Initial Closing Date.

                  (i) Any breach or non-performance  under a Lease that has been
assigned to Purchaser or sublet to Purchaser after the Initial Closing Date.

                  (j) Any  failure  to pay or  discharge  when  due any  Assumed
Obligation.

                                       44
<PAGE>

                  Notwithstanding   anything   herein  to  the   contrary,   the
indemnities set forth in Section 7.2 shall not apply and have no force or effect
with respect to any particular indemnified event if a related act or omission of
Seller (acting through the Executive  Committee or its board of directors) is in
material  variance with the Operating Plan and Purchaser,  within seven (7) days
of its receipt of written notice thereof (which notice must be provided promptly
to Purchaser by Seller),  affirmatively notifies Seller of its objection thereto
in writing.

                  Section 7.3     Indemnification Procedures.

                  (a) General.  If at any time an Indemnified  Party learns of a
Loss resulting from an Indemnified  Event,  the Indemnified  Party shall give to
the  Indemnifying  Party  notice  within  such time as is  reasonable  under the
circumstances,  describing such Loss and Indemnified Event in reasonable detail.
In the event that the Loss  involves a claim or assertion  by an  Investor,  the
Indemnified  Party shall provide the  Indemnifying  Party,  at the  Indemnifying
Party's  cost and  expense,  a  reasonable  opportunity  to cure such  defective
condition underlying any such claim to the satisfaction of the relevant Investor
and the reasonable  satisfaction of the  Indemnified  Party. In the event that a
demand or claim for indemnification is made hereunder with respect to Losses the
amount or extent of which is not yet known or certain,  the notice of demand for
indemnification  shall so  state,  and,  where  practicable,  shall  include  an
estimate  of  the  amount  of  the  Losses.   In  the  case  of  any  notice  of
indemnification   hereunder   involving  any  claim  of  any  third  party,  the
Indemnifying Party shall have  responsibility  for, and shall assume all expense
with  respect  to,  the  defense or  settlement  of such  claim,  subject to the
following:

                           (i)  The  Indemnified  Party  shall  be  entitled  to
participate  in the  defense  of such  claim  and to employ  counsel  at its own
expense to assist in the handling of such claim.

                           (ii) The Indemnifying  Party shall not enter into any
such  settlement  of such claim or ceasing to defend  against  such claim unless
such settlement or compromise includes a full and unconditional  release of each
such  Indemnified  Party from all liability  arising out of such claim,  action,
suit or  proceeding,  reasonably  satisfactory  in form  and  substance  to such
Indemnified Party.

                           (iii)  If the  Indemnifying Party does not provide to
the  Indemnified  Party  within  ten (10)  days  after  receipt  of a notice  of
indemnification,  a written  acknowledgment that the request for indemnification
involves a matter which the  Indemnifying  Party is  obligated to indemnify  the
Indemnified   Party  for  and  that  the   Indemnifying   Party   shall   assume
responsibility  for the defense or  settlement of such claim as provided in this
Section  7.3,  then the  Indemnified  Party  shall  have the right to defend and
settle  the  claim in such  manner  as it may deem  appropriate  at the cost and

                                       45
<PAGE>

expense of the Indemnifying  Party,  and the  Indemnifying  Party shall promptly
reimburse the Indemnified Party therefor in accordance with Sections 7.1 or 7.2,
as the case may be, and this Section 7.3.

                           (iv) If the  defendants  in any action shall  include
both an Indemnified  Party and an Indemnifying  Party,  and any such Indemnified
Party shall have  reasonably  concluded,  based upon the  written  advice of its
counsel,  that  counsel  selected  by the  Indemnifying  Party has a conflict of
interest  which  under the Rules of  Professional  Conduct of the  relevant  Bar
Association  would prohibit the  representation  because of the  availability of
different or additional defenses to any such Indemnified Party, such Indemnified
Party shall have the right to select separate counsel  reasonably  acceptable to
the Indemnifying  Party to participate in the defense of such Indemnified Party.
The foregoing shall not eliminate or modify in any respect the obligation of the
Indemnifying  Party with  respect to the defense,  settlement  or appeal of such
matter, attorney's fees and other Losses related thereto.

                           (v) In addition to the obligations set forth above in
this Section 7.3(a),  if an Investor  requests that Seller repurchase a Mortgage
Loan that  closed on or after the  Initial  Closing  Date (and for which  Seller
believes it has an  indemnification  claim  against  Purchaser),  Seller  shall,
within five days of receipt of such Investor  request,  notify Purchaser of such
repurchase request and forward to Purchaser a copy of the Investor request and a
copy of the related Loan File (if then in Seller's  possession  or control).  To
the  extent  permitted  by the  applicable  Investor,  Purchaser  shall have the
opportunity,  at its sole cost and expense,  to cure any defects in the affected
Mortgage  Loan.  In the event that the  applicable  Investor  requires  that the
defense of such repurchase request come from Seller and not from Purchaser, then
Seller shall forward to Purchaser copies of all correspondence with the Investor
and Seller  shall  submit to the  Investor  the  response  and  defense  that is
prepared  by  Purchaser.  No such  Investor  repurchase  request  may be settled
without the consent of Purchaser, which will not be unreasonably withheld.

                           (vi) In addition to the  obligations  set forth above
in this Section  7.3(a),  if an Investor  requests that  Purchaser  repurchase a
Mortgage  Loan that closed on or after the Initial  Closing  Date (and for which
Purchaser  believes it has an indemnification  claim against Seller),  Purchaser
shall,  within five days of receipt of such Investor  request,  notify Seller of
such repurchase request and forward to Seller a copy of the Investor request and
a copy of the related Loan File (if then in Purchaser's  possession or control).
To the  extent  permitted  by the  applicable  Investor,  Seller  shall have the
opportunity,  at its sole cost and expense,  to cure any defects in the affected
Mortgage  Loan.  In the event that the  applicable  Investor  requires  that the
defense of such repurchase request come from Purchaser and not from Seller, then
Purchaser shall forward to Seller copies of all correspondence with the Investor

                                       46
<PAGE>

and  Purchaser  shall  submit to the  Investor  the response and defense that is
prepared by Seller. No such Investor  repurchase  request may be settled without
the consent of Seller, which will not be unreasonably withheld.

                  (b) Time Limits.  Notwithstanding  any other provision of this
Article VII, an Indemnifying  Party shall have no obligation  under this Article
VII to an  Indemnified  Party for an  Indemnified  Event unless the  Indemnified
Party, pursuant to Section 7.3(a), provides the Indemnifying Party, on or before
the second (2nd)  anniversary of the Initial  Closing Date, with a claim of Loss
resulting from an Indemnified  Event;  provided,  however,  that the time period
described  in  this  Section  7.3(b)  shall  be  extended  to the  fourth  (4th)
anniversary  of the Initial  Closing  Date for any claim of Loss arising from or
related to the buy back by Purchaser or Seller of a mortgage loan that closes on
or after the Initial Closing Date.

                  (c) Indemnification  Cap.  Notwithstanding any other provision
of this Article VII, an Indemnifying  Party shall have no obligation  under this
Article VII to an Indemnified  Party for an Indemnified Event to the extent that
the aggregate  indemnity payments made by the Indemnifying Party equal or exceed
$2,500,000.00;  provided,  however,  that no dollar limitation of any type shall
apply  with  respect  to Losses  arising  from or related to (i) the buy back by
Purchaser  or Seller of a  Mortgage  Loan  that  closes on or after the  Initial
Closing Date, and (ii) Mortgage  Loans that are closed by the Acquired  Division
from and  after  the  Initial  Closing  Date that  remain  under  the  Warehouse
Agreement at any time after the sixtieth  (60th) day  following  the  Transition
Period.

                  (d)   Indemnification   Basket.   Notwithstanding   any  other
provision of this Article VII, an  Indemnifying  Party shall have no  obligation
under this Article VII to an Indemnified Party for an Indemnified Event, and the
Indemnified  Party  shall not  submit any claim for  indemnification  hereunder,
unless  and until all valid  claims for  indemnification  that are  entitled  to
indemnification  hereunder  exceed an aggregate of $100,000.00.  Upon satisfying
the $100,000  threshold  described in the immediately  preceding  sentence,  the
Indemnified  Party  shall  submit  its  claim  or  claims  for   indemnification
(including  claims  related to  Indemnified  Events that  occurred  prior to the
satisfaction  of such  $100,000  threshold) in  accordance  with Section  7.3(a)
hereof.


                                  ARTICLE VIII
                            MISCELLANEOUS PROVISIONS

                  Section 8.1   Notices.

                  (a)  General.  All  demands,  notices or other  communications
permitted or required  hereunder shall be in writing and shall be deemed to have
been duly given if personally delivered, sent by overnight courier, or mailed by

                                       47
<PAGE>

certified mail, postage prepaid,  and return receipt requested or transmitted by
facsimile and confirmed by a similar mailed writing:

                  If to Purchaser, addressed to Purchaser at:

                                    Kenneth G. Hickman
                                    237 Blue Heron
                                    Heath, TX 75032
                                    Facsimile Number:  (972) 771-2745

                                    With a copy to:

                                    Weiner Brodsky Sidman Kider P.C.
                                    1300 19th Street, N.W., Suite 500
                                    Washington, D.C. 20036
                                    Attn:  Harvey E. Weiner, Esq.
                                    Facsimile Number: (202) 628-2011

                  or to such other address as Purchaser may have designed in
                  writing to Seller.

                  If to Seller, addressed to Seller at:

                                    Matrix Financial Services Corp.
                                    C/o Matrix Capital Bank
                                    700 17th Street
                                    Denver, CO 80202
                                    Attn:  Stephen G. Skiba

                                    With a copy to:

                                    T. Allen  McConnell,  Esq.
                                    General  Counsel
                                    Matrix Bancorp, Inc.
                                    700 17th Street
                                    Denver, CO 80202

                  If to Parent, addressed to Parent at:

                                    Stephen G. Skiba
                                    President
                                    Matrix Capital Bank
                                    700 17th Street
                                    Denver, CO 80202

                  and

                                       48
<PAGE>

                                    T. Allen  McConnell,  Esq.
                                    General Counsel
                                    Matrix Bancorp, Inc.
                                    700 17th Street
                                    Denver, CO 80202

                  or to such  other  address  as  Seller  may have  designed  in
                  writing to Purchaser.

                  Section  8.2  Effective  Time of  Notice.  A  notice  given by
personal  delivery,   facsimile  transmission  or  overnight  courier  shall  be
effective  as of  the  time  and  date  of  the  receipt  of  such  delivery  or
transmission  at the  receiving  Party's  notice  address.  A  notice  given  by
certified  mail shall be deemed to have been delivered on and shall be effective
as of the third Business Day following the date on which it was deposited in the
United  States  postal  system.  In the event the last day for giving  notice or
taking  any  other  action  under  this  agreement  falls on a day that is not a
Business  Day,  the last day for giving such notice or taking such other  action
shall be extended until the next day that is a Business Day.

                  Section 8.3 Entire  Agreement;  Amendment.  This Agreement and
the documents,  instruments and agreements to be executed and delivered pursuant
to this  Agreement  constitute  the entire  agreement  between the Parties  with
respect to the subject of the transactions contemplated hereby and supersede all
prior letters or agreements with respect thereto.  This Agreement may be amended
and any provision  thereof waived,  but only writing signed by the Party against
whom such amendment or waiver is sought to be enforced.

                  Section 8.4 Binding Effect;  Assignment.  This Agreement shall
inure to the benefit of and be binding  upon the  Parties  and their  respective
successors and permitted assigns.  This Agreement is not assignable by Seller or
by Purchaser without the prior written consent of the other Party.

                  Section 8.5  Counterparts.  This  Agreement may be executed in
counterparts,  each of which, when so executed and delivered, shall be deemed to
be an original and all of which,  taken together,  shall  constitute one and the
same agreement.

                  Section 8.6 Exhibits and  Schedules.  Each of the Exhibits and
Schedules is incorporated herein by reference.

                  Section  8.7  Governing  Law.  The  Parties  agree  that  this
Agreement shall be governed by federal law and the internal  substantive laws of
the State of Texas,  as  applicable,  without giving effect to the principles of
conflicts of law.

                  Section 8.8 No Third Party Benefit  Intended.  This  Agreement
does not create,  and shall not be deemed to create, a relationship  between the
Parties or either of them and any third  party  (including,  but not limited to,
the employees of Purchaser or Seller) in the nature of a third party beneficiary
or fiduciary relationship.



                                       49
<PAGE>

                  Section  8.9  No  Waiver.  Unless  expressly  provided  to the
contrary,  the  failure of any Party to insist upon  strict  performance  of any
covenant or obligation in this  Agreement  shall not be a waiver of such Party's
right to demand strict compliance in the future or to pursue or enforce whatever
remedies  may be  available  to such  Party for any breach or default or in such
covenant or obligation (subject to applicable statues of limitation). No consent
or waiver, express or implied, to or of any breach or default in the performance
of any covenant or obligation in this  Agreement  shall  constitute a consent or
waiver to or of any other  breach or default in the  performance  of the same or
any other covenant or obligation hereunder.

                  Section  8.10 Time.  Time is of the essence of this  Agreement
and of each provision herein of which time is a part.

                  Section 8.11  Construction.  This Agreement shall be construed
and interpreted  fairly as to each of the Parties and not in favor of or against
any Party, regardless of which Party or Parties prepared this Agreement.

                  Section 8.12 Severability. If any provision of this Agreement,
or the application thereof,  shall, for any reason and to any extent, be finally
adjudicated to be invalid or unenforceable, then the remainder of this Agreement
and the  application of such provision to other persons or  circumstances  shall
not be affected  thereby,  but rather shall remain valid and  enforceable to the
maximum extent permissible under applicable law.

                  Section 8.13 Venue. Any claim or other action  (including,  in
particular,  any matter  brought  pursuant to Section 2.6 hereof)  instituted by
Purchaser,  Seller or Parent in connection  with this Agreement shall be brought
exclusively in a federal or state court of appropriate  jurisdiction  in Dallas,
Texas.

                  Section  8.14  Specific  Performance.  Each of the Parties and
Parent  acknowledge  that  breach of the  obligations  of the  Parties  and,  as
appropriate,  Parent to (i) deliver all of the Production Assets to Purchaser on
the date or dates required hereunder free and clear of all liens,  encumbrances,
security  interests  or rights  whatsoever,  (ii) take  appropriate  actions  to
disburse funds from the Escrow in accordance  with the terms hereof,  (iii) make
the  deliveries  specified in Sections 3.2 and 3.3 hereof,  and (iv) perform the
covenants  contained in Article VI hereof,  will give rise to irreparable injury
to the appropriate Party, inadequately compensable in damages.  Accordingly, the
entity  intended  to benefit  from such  provision  of this  Agreement  shall be
entitled to injunctive relief to prevent or cure breaches or threatened breaches
of the provisions of this Agreement and to enforce  specific  performance of the
terms and provisions hereof in any court of competent jurisdiction,  in addition
to any other legal or equitable remedies which may be available.

                                       50
<PAGE>

                  Section 8.15  Exclusive Remedy.

                  (a) Subject to Sections 6.10(d),  8.14 and 8.15(b) hereof, and
notwithstanding  any other  provision  of this  Agreement to the  contrary,  the
indemnity  provisions  contained in Article VII hereof shall constitute the only
remedy  available to Seller,  Purchaser  and/or  Parent in  connection  with any
breach,  non-performance  or other  matter  of any kind  whatsoever  concerning,
related to or arising from this Agreement,  any Exhibit or Schedule  hereto,  or
any  certificate,  document  or other  information  provided  or  required to be
provided in connection herewith.

                  (b) In the event of any fraud by  Purchaser,  Seller or Parent
in connection with this  Agreement,  their  respective  negotiation or execution
hereof,  the  conduct of the  Parties or Parent in  connection  herewith  or the
transaction  contemplated  hereby (other than fraud committed in connection with
the origination of mortgage loans),  notwithstanding  Section 8.15(a), the Party
upon whom such fraud has been  committed  shall  have all  rights  and  remedies
available at law and in equity in addition to the rights and remedies  contained
in this Agreement.


                   [SIGNATURE PAGES APPEAR ON FOLLOWING PAGE]







                                       51
<PAGE>


                  IN WITNESS WHEREOF, and intending to be legally bound, each of
the undersigned Parties has caused this Agreement to be duly executed under seal
and delivered by its duly  authorized  officers,  as of the date first indicated
above.

                                    MATRIX FINANCIAL SERVICES CORPORATION


                                    By:
                                        -------------------------------------
                                    Its:
                                        -------------------------------------

                                    MATRIX CAPITAL BANK


                                    By:
                                        -------------------------------------
                                    Its:
                                        -------------------------------------

                                    AMPRO MORTGAGE CORPORATION



                                    By:
                                        -------------------------------------
                                    Its:
                                        -------------------------------------




                                       52
<PAGE>


                                   EXHIBIT A-1

                  The Monthly  Transition  P&L Statement and the  Transition P&L
Statement  shall include and take into account the following  items (i.e.,  such
items will increase or reduce, as appropriate,  any Monthly Anticipated Purchase
Price Adjustment Payment and Transition Period Gain or Loss):

     o    normal operating items,  such as prepaid and regular rent,  utilities,
          insurance,  taxes,  Deficit  Draw and  other  similar  items  shall be
          appropriately allocated to the relevant periods;
     o    utilities,  service contracts and other similar items that are paid in
          arrears  shall be  presumed  to be  utilized  ratably  throughout  the
          relevant period;
     o    employee expense,  including salary,  bonus,  commission and benefits,
          related to the Hired Employees and Transition Employees;
     o    all fees and expenses paid to the Management Consultant;
     o    the allocable  portion,  as agreed upon by the Parties pursuant to the
          Transition  Services  Agreement,  of certain services  provided to the
          Acquired Division by Seller during the Transition Period;
     o    hedging costs (including any gain or loss),  pair-off fees, commitment
          and extension costs, and non-delivery or late fees;
     o    any credits  received by or charges made to the  Acquired  Division by
          the Parent in the ordinary course.




                                       53
<PAGE>



                                   EXHIBIT A-2

                  The Monthly  Transition  P&L Statement and the  Transition P&L
Statement  shall not include nor take into  account the  following  items (i.e.,
such items will not increase or reduce any Monthly  Anticipated  Purchase  Price
Adjustment Payment and Transition Period Gain or Loss):

                    o    any amounts  required  to be paid by Seller,  Parent or
                         Purchaser under Article VII,
                    o    fees paid by Seller,  Parent or Purchaser in connection
                         with the  transaction  contemplated  by this  Agreement
                         (including,  but not  limited to legal,  accounting  or
                         other  professional  fees,  due  diligence  costs,  and
                         broker or finder fees),
                    o    any costs,  expenses  and any other  amounts  that have
                         accrued  or  that  should  have  accrued  prior  to the
                         Initial Closing Date (regardless of when billed),
                    o    any amounts that do not relate directly to the Acquired
                         Division,  except  to the  extent  that  an  allocation
                         therefor  has  been  made  in the  Transition  Services
                         Agreement,
                    o    any  credit  for  past  service  with  Seller  given to
                         employees  of Seller  who are to be hired by  Purchaser
                         (such  as  credit  as  to   vacation   days  and  other
                         benefits),
                    o    any bonuses,  commissions  and all other amounts due to
                         any  employee  of  Seller  not  hired by  Purchaser  in
                         connection with the  transactions  contemplated by this
                         Agreement, and all other costs and expenses relating to
                         all of  Seller's  employees  if such  cost  or  expense
                         arises or accrues  before  the  Initial  Closing  Date,
                         including   but  not  limited  to  salaries  and  other
                         compensation,  accrued  vacation pay,  bonuses that are
                         payable for or that have  accrued  with  respect to the
                         period  prior  to  the  Initial  Closing  Date,  fringe
                         benefits, pension, health and other amounts,
                    o    all Accrued Consideration and Benefits,
                    o    any  amounts  paid to Mr.  James  Munford  that are (i)
                         other than salary under the terms and conditions of his
                         written employment agreement with Seller, and (ii) paid
                         in  connection  with the  closing  of the  transactions
                         contemplated  by this  Agreement,  such as, among other
                         things, a finder's fee, bonus or other related payment,
                    o    Any amounts  required to be paid by Seller or Purchaser
                         into Escrow under Section 2.3(c),
                    o    The Purchase Price and any portion thereof.



                                       54
<PAGE>



                                    EXHIBIT B

                                 OPERATING PLAN

                  Capitalized  terms used,  but not  otherwise  defined  herein,
shall  have  the  meanings  ascribed  to them  in the  Purchase  and  Assumption
Agreement  entered  into  between  the  Seller and the  Purchaser  of which this
Exhibit B is a part.

                  The Acquired Division will continue to be operated in a manner
that is substantially  similar to the manner in which it has been operated prior
to the Initial Closing Date, including operating in a manner consistent with the
existing   policies  and   procedures  of  the  Seller  and  the  Mortgage  Loan
Requirements.  The  President of Seller may make changes to (i) the  origination
practices  of the  Acquired  Division  as he  believes,  in  good  faith,  to be
reasonable to continue to comply with Mortgage  Loan  Requirements  and (ii) the
operations of the Acquired Division subject to the conditions set forth herein.

                  The  business and affairs of the  Acquired  Division  shall be
overseen  by a three (3)  person  executive  committee  of Seller,  which  shall
consist of the  President of Seller,  the  President of Parent and one (1) other
individual  selected  by the  board  of  directors  of  Seller  (the  "Executive
Committee").  On the Initial  Closing Date,  the Management  Consultant  will be
retained  by  Seller  as a  management  consultant,  pursuant  to the terms of a
mutually acceptable consulting agreement, to assist the Executive Committee with
the  operation  and  management  of the  business  and  affairs of the  Acquired
Division during the Transition Period. The Management Consultant shall report to
Mr. James A. Munford or any successor  President of Seller; it being agreed that
in the event a vacancy exists in the office of President of Seller, Seller shall
give  serious  consideration  to  successor  recommendations  suggested  by  the
Management Consultant.

                  During the Transition  Period,  the Management  Consultant may
present to the Executive Committee or to Mr. Munford (who shall promptly deliver
such proposal to the Executive  Committee) proposals regarding the operation and
expansion of the Acquired Division (including, without limitation,  proposals to
acquire  additional  loan  production  offices  and  capabilities)   during  the
Transition  Period, and Seller agrees that any such proposal shall be considered
by the Executive Committee  reasonably and in good faith, but disapproval by the
Executive  Committee  of any  proposal  shall  not be deemed as a breach of this
Operating Plan, the Transition Services Agreement or the Purchase and Assumption
Agreement.

                  The Acquired  Division  may, at its option,  obtain  warehouse
financing from a source other than the Parent during the  Transition  Period and
cease using  financing by Parent upon  providing  Parent  thirty (30) days prior

                                       55
<PAGE>

written notice.  Purchaser will utilize  commercially  reasonable efforts to pay
off (i.e.,  take out), within thirty (30) days following the Final Closing Date,
all outstanding  amounts  financed by Parent under the Warehouse  Agreement with
respect to Mortgage  Loans  closed by the Acquired  Division  from and after the
Initial  Closing  Date,  including  without  limitation  by  using  commercially
reasonable efforts to obtain such "take-out"  financing from Residential Funding
Corporation.  Purchaser  agrees that all outstanding  amounts financed by Parent
under the  Warehouse  Agreement  with  respect to Mortgage  Loans  closed by the
Acquired  Division  from and after  the  Initial  Closing  Date will be paid off
(i.e., taken out) within sixty (60) days following the Transition Period. During
the sixty (60) days following the Transition Period,  Purchaser shall provide to
Seller  daily  statements  and  weekly  reconciliations  regarding  the  amounts
outstanding  under the Warehouse  Agreement.  Purchaser shall be entitled to all
profits and obligated with respect to all losses  associated with Mortgage Loans
closed by the Acquired Division from and after the Initial Closing Date.

                  Purchaser  may recommend the hiring of, and Seller shall hire,
up to twenty (20) new employees  (excluding William R. Starkey,  Sr. and Kenneth
G.  Hickman),  each of whom shall be employees of Seller  during the  Transition
Period and deemed  "Hired  Employees"  hereunder,  to work in Dallas or Houston,
Texas.  None of these new employees may work in Seller's retail loan origination
business,  and all such employees shall perform functions not performed by other
Seller  employees  (i.e.,  such employees will not be  replacements  of existing
Seller employees).

                  Seller and Parent  shall have no right to require the Acquired
Division  to  utilize,  adopt or  otherwise  provide  any new loan  products  or
origination  processes,  other than those (i) typically utilized by the Acquired
Division, and (ii) required by the Mortgage Loan Requirements, without the prior
approval of  Purchaser,  which  approval  will not be  unreasonably  withheld or
delayed.

                  The Parties  will work  together,  in the  ordinary  course of
business, to identify all Subsequently Acquired Tangible Assets and Subsequently
Acquired Intangible Assets and to reasonably determine the Subsequently Acquired
Assets Payment Amount.

                  During  the  Transition  Period,   unless  Purchaser  and  the
Executive  Committee  otherwise  mutually  agree in writing,  Seller will,  with
regard to the Acquired Division:

                           (i)    not purchase or acquire any fixed asset with a
purchase price or value in excess of $25,000; To the extent feasible, and if the
Parties agree,  all assets to be purchased or acquired by the Acquired  Division
during the Transition  Period may instead be purchased or acquired by and in the
name of the Purchaser;

                                       56
<PAGE>

                           (ii) not (a) enter into any lease, equipment lease or
contract that would give rise to any Lease,  Equipment or Contract  Right with a
value or financial  obligation in excess of $25,000,  or (b)  terminate,  renew,
modify or extend any existing  Lease,  Equipment  Lease or Contract Right with a
value or financial obligation in excess of $25,000; To the extent feasible,  and
if the Parties agree,  all leases,  equipment leases and contracts to be entered
into by the  Acquired  Division  during the  Transition  Period  may  instead be
entered into by and in the name of the Purchaser.

                           (iii)  not  terminate  or  amend  (y)  the  Warehouse
Agreement or (z) the terms governing any other existing credit agreements;

                           (iv) not close or discontinue any existing  wholesale
origination branch office of the Acquired Division;

                           (v) not  terminate  or  lay-off  Hired  Employees  or
Transition Employees;

                           (vi)  use  commercially  reasonable  efforts  to  (y)
preserve  its  business  organization  intact in all  material  respects and (z)
preserve  generally  the goodwill of Seller and those  persons and entities with
whom it has business relationships;

                           (vii)  originate  pipeline  applications  and  become
party to sales commitments only in the ordinary and usual course of its business
consistent with its past practices;

                           (viii) not increase the  compensation  payable to its
employees  other than normal cost of living  increases and merit  increases that
are in the  ordinary  course,  nor  make any  change  in  Seller's  compensation
policies;

                           (ix)  maintain   substantially   the  same  insurance
coverage as that  currently  maintained by Seller with respect to the Production
Assets and, in any event,  not less than that required by  applicable  legal and
regulatory requirements;

                           (x) pay, perform and satisfy all Seller's obligations
required to have been paid,  performed or  satisfied,  or related to the period,
prior to the Final Closing Date;

                           (xi) not sell,  pledge or encumber,  not cause a lien
or security  interest to be imposed  against,  and not cause to become  pledged,
secured or encumbered any Production Asset except for Assumed Obligations.

                  In addition,  during the Transition Period, unless the Parties
otherwise agree in writing:


                                       57
<PAGE>

                           (i) Seller will  maintain all licenses and  approvals
(and any related net worth,  facilities or other items required by such licenses
and  approvals)  necessary to conduct its business  activities and operations in
accordance with all applicable law;

                           (ii)  Seller  will  comply  with all of the terms and
conditions of its employment  agreement with James Munford,  President and Chief
Operating  Officer  of  Seller,  which is  attached  to this  Operating  Plan as
Appendix B;

                           (iii)  Parent  will  ensure  that  Seller  remains an
operating subsidiary of Parent such that Seller will, to the extent permitted by
federal  law,   continue  to  be  exempt  from  all  mortgage  banking  license,
authorization, registration and approval requirements.

                  The  employees of the  QC/Compliance  department of the Seller
will become  employees of the Parent for the duration of the  Transition  Period
and will report  directly to, and take direction only from, the Chief  Operating
Officer of the Parent. Regardless of the designation of these employees as Hired
Employees under the Purchase and Assumption Agreement, neither Purchaser nor the
Acquired  Division  shall have any  liability for any acts or omissions of these
employees  while they report to or are under the direction of Parent;  provided,
however, that if the Purchaser or the Acquired Division directs such employee to
take action that is contrary to the direction of the Parent,  then Purchaser and
the Acquired Division shall have liability for those actions.





                                       58
<PAGE>


Appendix A to Operating Plan

Warehouse Agreement

[TO BE ATTACHED]












                                       59
<PAGE>


Appendix B to Operating Plan

Employment Agreement between Seller and James Munford

[TO BE ATTACHED]








                                       60
<PAGE>



                                    EXHIBIT C

                          TRANSITION SERVICES AGREEMENT


                  THIS TRANSITION SERVICES  AGREEMENT,  effective as of February
28, 2003 (hereinafter referred to as the "Services Agreement"),  is entered into
by and between MATRIX FINANCIAL SERVICES CORPORATION (hereinafter "SELLER"), and
AMPRO MORTGAGE CORPORATION (hereinafter "PURCHASER").

                                   WITNESSETH:

                  WHEREAS,  SELLER and PURCHASER  have entered into that certain
Purchase and Assumption Agreement,  dated as of February 28, 2003 (the "Purchase
Agreement"),  pursuant to which SELLER has agreed to sell to  PURCHASER  certain
assets (the  "Purchased  Assets")  relating  to the  mortgage  loan  origination
business of SELLER (the "Business"); and

                  WHEREAS, SELLER currently provides certain support services to
support  the  Business,  and will  continue to provide  certain of such  support
services to  PURCHASER  after the Initial  Closing  Date,  all as more fully set
forth herein; and

                  WHEREAS,  the PURCHASER will provide certain support  services
to SELLER to support  certain  aspects of the Business after the Initial Closing
Date, all as more fully set forth herein; and

                  WHEREAS,  it is the  intention  of SELLER and  PURCHASER  that
services  undertaken  pursuant to this Services  Agreement  (the  "Services") be
rendered at the fees and costs indicated in the Schedules attached hereto,

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

1.  Definitions.  Capitalized  terms used but not otherwise defined herein shall
have the meanings ascribed to them in the Purchase Agreement.

2. Services.

                  (a) The services to be performed by SELLER under this Services
Agreement shall consist of the support services described in Schedules 1 through
10 attached hereto (hereinafter  referred to as the "SELLER  Services").  SELLER
shall provide the SELLER Services to PURCHASER,  on the terms and conditions set

                                       61
<PAGE>

forth  herein,  during  the  Transition  Period or such  other  period as may be
indicated in the Schedules attached hereto.

                  (b) The  services  to be  performed  by  PURCHASER  under this
Services  Agreement shall consist of the support services  described in Schedule
11  attached  hereto  (hereinafter  referred  to as the  "PURCHASER  Services").
PURCHASER shall provide the PURCHASER to SELLER, on the terms and conditions set
forth  herein,  during  the  Transition  Period or such  other  period as may be
specified in Schedule 8 attached hereto.

3. Compensation.

                  (a) The charges to be paid by one Party to the other Party for
the Services shall be determined in accordance  with the Schedules  hereto,  and
such charges shall be payable as set forth in Section 3(b), below.

                  (b) Any  charges  to be paid by a  Party  to the  other  Party
hereunder  shall be included on and taken into  account in  connection  with the
preparation of the Transition P&L Statement (i.e., such amounts will increase or
decrease,  as appropriate,  any Monthly  Anticipated  Purchase Price  Adjustment
Payment and the  Transition  Period Gain or Loss) and will be paid in accordance
with Section 2.3 of the Purchase Agreement.

                  (c) SELLER shall be entitled to all profits and obligated with
regard to all losses  associated with Mortgage Loans closed prior to the Initial
Closing Date,  irrespective  of when such Mortgage  Loans actually are delivered
under a sales  commitment,  subject only to a loan  delivery fee as set forth on
Appendix A to Schedule 11 of this Services Agreement. Appendix C attached hereto
contains a list of all such Mortgage  Loans closed prior to the Initial  Closing
Date. The  information  provided by Seller in Appendix C shall be true,  correct
and complete as of February 14, 2003.  Promptly  following  the Initial  Closing
Date, Seller shall deliver an updated Appendix C containing  information that is
true, correct and complete as of the Initial Closing Date.

4. Change Order Procedures. If either Party requests any change in, modification
of or adjustment  to the Services  provided by the other Party and if such other
Party  agrees  to  such  change,  modification  or  adjustment,  an  appropriate
adjustment in the applicable  charges will be negotiated in accordance  with the
attached change order procedure ("Change Order Procedure")  attached as Appendix
B hereto.

5. Term and Renewal. Unless otherwise described in this Services Agreement or in
the Schedules attached hereto, if PURCHASER wishes SELLER to continue, after the
expiration of the Transition  Period, to provide SELLER Services,  the PURCHASER
will submit a proposal to SELLER no later than 30 days prior to the  termination
of the Transition Period. The SELLER agrees to notify the PURCHASER, in writing,

                                       62
<PAGE>

within fifteen (15) days following the SELLER's receipt of such proposal, of the
SELLER's  decision  either to accept the  extension  of the SELLER  Services  as
proposed  by  PURCHASER,  or allow the  SELLER  Services  to expire on the Final
Closing Date.

6. Performance.  Each Party shall use its reasonable best efforts to perform its
Services as described in the Schedules.

7. Indemnification.

                  (a)  SELLER  hereby  agrees  to  indemnify  PURCHASER  and its
officers and directors from any and all liabilities,  losses,  claims, causes of
action, damages, expenses and costs (including,  without limitation,  attorneys'
fees  and  expenses)  incurred  by any such  persons  as a  result  of  SELLER's
performance of its duties and obligations under this Services Agreement,  except
to the extent that such liabilities,  losses, claims, damages, expenses or costs
results  from  the  negligence,   misfeasance  or  bad  faith  of  such  persons
indemnified. The indemnity provided by this section shall be in addition to such
indemnities  as agreed by SELLER in the Purchase  Agreement,  but all claims for
indemnity  under this section  shall be subject to and handled in the manner set
forth in Article VII of the Purchase Agreement.

                  (b)  PURCHASER  hereby  agrees  to  indemnify  SELLER  and its
officers and directors from any and all liabilities,  losses,  claims, causes of
action, damages, expenses and costs (including,  without limitation,  attorneys'
fees and  expenses)  incurred  by any such  persons  as a result of  PURCHASER's
performance of its duties and obligations under this Services Agreement,  except
to the extent that such liabilities,  losses, claims, damages, expenses or costs
results  from  the  negligence,   misfeasance  or  bad  faith  of  such  persons
indemnified. The indemnity provided by this section shall be in addition to such
indemnities as agreed by PURCHASER in the Purchase Agreement, but all claims for
indemnity  under this section  shall be subject to and handled in the manner set
forth in Article VII of the Purchase Agreement.

8. Force Majeure. Neither party shall be responsible for any failure or delay in
performing  the  Services  if and to the  extent  caused  by acts of God,  fire,
explosion,  earthquake,  floods,  civil  disturbances,  war,  acts of terrorism,
storms, or acts of government,  or any other event whether similar or dissimilar
beyond such party's reasonable control.

9. Termination.

                  (a)  PURCHASER  may  terminate  the  Services  Agreement  with
respect to any or all of the SELLER Services  described  herein at any time with
such  termination  to be  effective  thirty (30) days after  delivery of written
notice of termination to SELLER.

                                       63
<PAGE>

                  (b) SELLER may terminate the Services  Agreement  with respect
to any or all of the PURCHASER  Services  described herein at any time with such
termination to be effective thirty (30) days after delivery of written notice of
termination to PURCHASER.

                  (c) If either  Party is in default in the  performance  of its
obligations  hereunder  (other than a failure to pay monthly charges pursuant to
Section 3, above), in addition to any other rights which the Parties may have at
law or in equity,  the  non-defaulting  Party may elect to immediately enact the
Dispute  Resolution  Procedures in Appendix A of this Services  Agreement if the
other Party fails to cure any such default  within thirty days of written notice
from the  non-defaulting  Party,  specifying  the  nature and extent of any such
default.

10.      Confidentiality.

                  (a) PURCHASER/SELLER  Data. All information  concerning either
party,  its  business,  or customers  submitted by that party to the other party
pursuant to this Services Agreement shall be held in confidence by the receiving
party and shall not be  disclosed  except  as  required  by law.  Access to such
information  shall not be  available  to any  persons  other than the  receiving
party's employees, attorneys, accountants and advisors. Except as each party may
specifically  approve in writing,  the receiving party will not utilize any such
information, data, systems, or programs, except as contemplated by this Services
Agreement.  Each party will maintain  reasonable security standards with respect
to the  other  party's  data and will  require  its  employees  to  follow  such
standards.

                  (b) The parties  acknowledge  that any information  concerning
the business or operations of the other received as a result of the operation of
this Services  Agreement  constitutes  confidential  information  subject to the
terms and conditions of the Purchase Agreement.

11.  Audit.  SELLER and  PURCHASER  agree to cooperate  fully with each other in
connection with the performance of any internal or external audit or with regard
to examinations by regulatory authorities.  In such connection,  upon reasonable
advance  notice,  SELLER and PURCHASER  shall make available for  examination or
interview  during normal business hours any records relating to the Services and
any personnel involved in the performance thereof.

12.  Planning  and  Communication.  The  parties  acknowledge  and agree that an
ongoing,  joint  cooperative  effort will be required in order to accomplish the
purposes  of this  Services  Agreement  to provide  for the  smooth and  orderly
transition of the sale of the Production  Assets to PURCHASER by SELLER. To that
end, it will  periodically be necessary  and/or  appropriate to mutually review,
revise and redefine the Services to be provided  under this Services  Agreement,
the  processes by which such services will be provided and the cost of providing

                                       64
<PAGE>

such  services.  The  parties  agree  to  promptly  discuss  and,  prior  to the
institution of any changes, mutually agree, subject to the terms of the Purchase
Agreement  and the exhibits  thereto,  upon any changes in Services or staffing,
costs  which  are  unanticipated  and/or  unknown  at the date of this  Services
Agreement  and any  incremental  pricing  resulting  from  changes  in  process,
Services,  staffing or other such similar  circumstances as may arise during the
term of this  Services  Agreement,  all in  accordance  with  the  Change  Order
Procedures described in paragraph 4 and Appendix B attached hereto.

13. Affirmative  Actions. The SELLER and PURCHASER (through the employees of the
Acquired Division) hereby agree and commit to each other that they will, subject
to and in  accordance  with the terms of the  Operating  Plan,  each  diligently
continue and pursue the final  resolution of all  compliance  initiatives  begun
prior to the  Initial  Closing  Date as well as any new  initiatives  that arise
during the Transition Period.

14. Notices.  Any notice or other  communication  required or which may be given
hereunder shall be in writing and either  delivered  personally to the addressee
faxed to the addressee or mailed, certified or registered mail, postage prepaid,
and  shall  be  deemed  given  when so  delivered  personally,  or by  confirmed
facsimile  transmission,  or if  mailed,  two days  after the date of mailing as
follows:

                  (a) If to SELLER, to:

                                    James A. Munford
                                    President and COO
                                    Matrix Financial Services Corp.
                                    2133 West Peoria
                                    Phoenix, AZ 85029

                                    With a copy to:

                                    Stephen G. Skiba
                                    President
                                    Matrix Capital Bank
                                    700 17th Street
                                    Denver, CO 80202

                  and

                                    T. Allen McConnell, Esq.
                                    General  Counsel
                                    Matrix Bancorp, Inc.
                                    700 17th Street
                                    Denver, CO 80202


                                       65
<PAGE>

                  (b) If to PURCHASER, to:

                                    Kenneth G. Hickman
                                    237 Blue Heron
                                    Heath, TX 75032
                                    Fax:  (972) 771-2745

                                    with a copy to:

                                    Harvey E. Weiner, Esq.
                                    Weiner Brodsky Sidman Kider PC
                                    1300 19th Street NW, 5th Floor
                                    Washington, DC 20036
                                    Fax: (202) 628-2011

                  or to such  other  address as SELLER or  PURCHASER  shall have
                  specified in writing to the other.

15. Successors and Assigns. This Agreement shall be binding upon and shall inure
to the benefit of the  parties and their  respective  successors  and  permitted
assigns.

16. Independent Activities.  The Parties understand and agree that the PURCHASER
Services  shall be  performed  by the Acquired  Division  during the  Transition
Period. The PURCHASER Services shall be performed by Seller employees within the
Acquired  Division  under the direction and oversight of the President and Chief
Operating  Officer  of  Seller.  In the event that any  PURCHASER  Service  will
require the PURCHASER to perform actions that are outside of the ordinary course
of business of the Acquired  Division,  PURCHASER  shall seek authority for such
action from the Executive Committee.

17. Entire Agreement; Amendment; Benefit of Provisions. This Services Agreement,
including the Appendices and Schedules  hereto,  embody the entire  agreement of
the parties  hereto with respect to the subject matter hereof and supersedes all
prior  agreements with respect thereto between SELLER and PURCHASER,  other than
the Purchase  Agreement and any exhibits thereto,  the provisions of which shall
control  in the event of a  conflict  with this  Services  Agreement.  Except as
otherwise  expressly  provided  herein,  no person other than the parties hereto
shall have any right  hereunder  or be entitled to the benefit of any  provision
hereof.

18.  Counterparts.  This  Services  Agreement  may be  executed  in one or  more
counterparts, all of which shall together constitute one and the same instrument
and shall become effective when one or more counterparts hereof have been signed
by SELLER and  delivered to PURCHASER and one or more  counterparts  hereof have
been signed by PURCHASER and delivered to SELLER.

                                       66
<PAGE>

19. Governing Law. THIS SERVICES AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE  WITH THE INTERNAL  SUBSTANTIVE  LAWS OF THE STATE OF TEXAS,  WITHOUT
REFERENCE TO ANY CONFLICT OF LAW PRINCIPLES.  ANY CLAIM  INSTITUTED BY ANY PARTY
HERETO IN CONNECTION WITH THIS SERVICES  AGREEMENT SHALL BE EXCLUSIVELY  BROUGHT
IN A FEDERAL OR STATE COURT OF APPROPRIATE JURISDICTION IN DALLAS, TEXAS.

                  IN WITNESS WHEREOF,  the undersigned have caused this Services
Agreement  to be signed by their  officers  or  representatives  thereunto  duly
authorized as of the date first written above.

MATRIX FINANCIAL SERVICES CORPORATION


By:_________________________________
Name:_______________________________
Title:______________________________


AMPRO MORTGAGE CORPORATION


By:__________________________________
Name:________________________________
Title:_______________________________










                                       67
<PAGE>

TRANSITION SERVICES AGREEMENT

Appendix A

Dispute Resolution Procedure


                  SELLER  and  PURCHASER  agree to  cooperate  in good  faith to
resolve any and all disputes that may arise or stem from the services  performed
under this Services Agreement.  Should any disputes arise,  whether with respect
to costs billed by a party for the Services,  the service  levels  provided,  or
losses incurred by either party,  or any other reason,  which cannot be resolved
otherwise, the dispute shall be submitted to a Resolution Committee as described
below.

                  SELLER  and  PURCHASER  agree to form a  Resolution  Committee
consisting  of a senior  officer of each entity to resolve any disputes  arising
out of the Services  provided under this  Agreement.  The  Resolution  Committee
shall meet by teleconference or otherwise and resolve all disputes  submitted to
it within ten (10)  Business Days of a dispute's  submission  to the  Resolution
Committee. If the Resolution Committee cannot agree on a resolution, the parties
shall  resolve  such  dispute in  accordance  with  Section 2.6 of the  Purchase
Agreement.






                                       68
<PAGE>

TRANSITION SERVICES AGREEMENT

Appendix B

Change Order Procedure


                  In the  event  that  PURCHASER  or  SELLER  desire to make any
change in,  modification  of, or adjustment to any of the Services such proposed
changes shall be handled under the Change Order Procedures outlined below:

1.  PURCHASER or SELLER may submit a written  Change  Request  signed by (a) the
Management Consultant or the President of the Seller, on behalf of the PURCHASER
and (b) the  President of the Seller,  the  President of the Parent or the Chief
Operating  Officer of the Parent,  on behalf of the Seller.  Each Change Request
will be  assigned a unique  reference  number  and will  identify  the  affected
portion  of the  Services  and the  proposed  changes  to the  Services.  Change
Requests  will be  submitted  to the Chief  Financial  Officers  of  SELLER  and
PURCHASER.

2. For each Change  Request  submitted by PURCHASER or SELLER,  SELLER/PURCHASER
will, within 15 days of the Change Request's submission,  provide information to
the requesting party as to the impact of the Change Request on any deliverables,
schedules, costs and/or fees, and the expected impact upon other portions of the
Services.

3.  If   SELLER's/PURCHASER's   terms  for  the   change   are   acceptable   to
PURCHASER/SELLER,  and  after  approval  by the  Executive  Committee,  a Change
Authorization  will be  executed  by SELLER and  PURCHASER  and the  schedule of
Services and any other schedules or Appendices will be adjusted accordingly.  If
the  terms for the  change  are not  acceptable  to  SELLER  or  PURCHASER,  the
then-existing  Services,  including previously agreed changes,  will continue in
force.








                                       69
<PAGE>


TRANSITION SERVICES AGREEMENT

Appendix C

Mortgage Loans closed prior to the Initial Closing Date

[TO BE ATTACHED]






                                       70
<PAGE>


TRANSITION SERVICES AGREEMENT

Schedule 1

Human Resources


On a month-to-month basis during the Transition Period, SELLER shall continue to
provide  human  resources  support  (which shall  include,  among other  things,
payroll and benefits services) for employees in the Acquired Division.

Seventy-five  percent  (75%)  of the  costs  and  expenses  associated  with the
SELLER's human  resources  department and the amount  allocated to SELLER by the
Parent or Matrix  Bancorp,  Inc.  shall be allocated  to the Acquired  Division.
Twenty-five  percent (25%) of such costs,  expenses or  allocation  shall not be
included on or taken into  account in  connection  with the  preparation  of the
Transition  P&L Statement and will not impact the Monthly  Anticipated  Purchase
Price Adjustment Payment or Transition Period Gain or Loss.

All  allocations  to SELLER  by the  Parent or  Matrix  Bancorp,  Inc.  shall be
determined,  except as otherwise set forth herein,  in a manner  consistent with
the historic practices of Seller, Parent and Matrix Bancorp, Inc.




                                       71
<PAGE>


TRANSITION SERVICES AGREEMENT

Schedule 2

Accounting


On a month-to-month basis during the Transition Period, SELLER shall continue to
provide accounting support for the Acquired Division.

One  hundred  percent  (100%)  of the  costs and  expenses  associated  with the
SELLER's  accounting  department  devoted to handling the  warehouse  accounting
(including  100% of the costs of the  Parent's  on-site  employees  handling the
warehouse  collateral)  plus  seventy-five  percent (75%) of all other costs and
expenses  associated  with the  SELLER's  accounting  department  and the amount
allocated to SELLER by the Parent or Matrix Bancorp,  Inc. shall be allocated to
the  Acquired  Division.  Twenty-five  percent  (25%) of all such  other  costs,
expenses  or  allocation  shall not be  included  on or taken  into  account  in
connection  with the  preparation  of the  Transition P&L Statement and will not
impact the Monthly  Anticipated  Purchase Price Adjustment Payment or Transition
Period Gain or Loss.


Outside Audit

Seventy-five  percent  (75%) of the amount  allocated to SELLER by the Parent or
Matrix Bancorp,  Inc. for the purposes of the annual  independent audit shall be
allocated to the Acquired Division. Twenty-five percent (25%) of such allocation
shall  not  be  included  on or  taken  into  account  in  connection  with  the
preparation  of the  Transition  P&L  Statement  and will not impact the Monthly
Anticipated Purchase Price Adjustment Payment or Transition Period Gain or Loss.

Tax Preparation

Fifty  percent  (50%) of the amount  allocated to SELLER by the Parent or Matrix
Bancorp,  Inc. for the purposes of tax return  preparation shall be allocated to
the Acquired  Division.  The remaining  fifty  percent (50%) of such  allocation
shall  not  be  included  on or  taken  into  account  in  connection  with  the
preparation  of the  Transition  P&L  Statement  and will not impact the Monthly
Anticipated Purchase Price Adjustment Payment or Transition Period Gain or Loss.

Internal Audit

On a month-to-month basis during the Transition Period, SELLER shall continue to
provide internal audit support for the Acquired Division.



                                       72
<PAGE>

The allocation of cost will be the actual cost, tracked on a departmental level,
attributable  to departments of the Acquired  Division  versus the  non-Acquired
Division departments.



All  allocations  to SELLER  by the  Parent or  Matrix  Bancorp,  Inc.  shall be
determined,  except as otherwise set forth herein,  in a manner  consistent with
the historic practices of Seller, Parent and Matrix Bancorp, Inc.












                                       73
<PAGE>

TRANSITION SERVICES AGREEMENT

Schedule 3

Employee Benefits


On a month-to-month basis during the Transition Period, SELLER shall continue to
extend to all of the  employees  in the  Acquired  Division  all of the employee
benefits that each such employee  enjoyed with SELLER  immediately  prior to the
Initial Closing Date, subject to the terms of the Purchase Agreement.

The costs and expenses  associated with the employee benefits shall be allocated
to the Acquired Division on a per employee basis.






                                       74
<PAGE>


TRANSITION SERVICES AGREEMENT

Schedule 4

Office Space


Prior to the Initial  Closing Date,  the Parties shall have developed and agreed
upon a floor plan setting forth, for each Leased Premises, the office space that
will be utilized by the Acquired Division.

Prior to the  assignment of the Leases to Purchaser,  rent  associated  with the
Leased Premises that are utilized by the Acquired Division shall be allocated to
the Acquired Division on a straight  pass-through  basis of all rent required to
be paid with respect to the Transition Period.

For the  Seller's  corporate  offices,  located  at 2133 West  Peoria,  Phoenix,
Arizona,  the  Parties  shall,  prior to the Final  Closing  Date,  enter into a
Sublease  that  will,  for the  space  agreed  to by the  Parties,  (a)  have an
expiration date or termination  date equal to the Seller's current lease on said
corporate  office and (b) have rent payments due the Seller equal to (i) the per
square  foot total  rent  payments  made by the  Seller  under the lease on said
premises  multiplied by (ii) the square footage subleased by the Purchaser under
the Sublease.

Prior to the  execution of the  Sublease,  fifty  percent (50%) of the costs and
expenses  associated  with the  Seller's  corporate  offices  (and not any space
associated  with any affiliate of Seller or other third party),  located at 2133
West Peoria, Phoenix,  Arizona, shall be allocated to the Acquired Division. The
other fifty percent (50%) of the costs and expenses associated with the Seller's
corporate  offices (and not any space associated with any affiliate of Seller or
other third party), located at 2133 West Peoria, Phoenix,  Arizona, shall not be
included on or taken into  account in  connection  with the  preparation  of the
Transition  P&L Statement and will not impact the Monthly  Anticipated  Purchase
Price Adjustment Payment or Transition Period Gain or Loss.

In the event that a Lease expires during the Transition  Period and prior to its
assignment to Purchaser,  Seller's executive  committee,  with the assistance of
the  Management  Consultant,  shall have authority to negotiate and enter into a
new lease with the applicable landlord,  which lease will be entered into in the
name of PURCHASER.






                                       75
<PAGE>

General Services (Building Management and Mail Room)

On a month-to-month basis during the Transition Period, SELLER shall continue to
provide  general  services  (i.e.,  building  management  and mail room) for the
Acquired Division.

Fifty  percent  (50%) of the costs and expenses  associated  therewith  shall be
allocated to the Acquired  Division.  The other fifty percent (50%) of the costs
and expenses associated therewith shall not be included on or taken into account
in connection  with the preparation of the Transition P&L Statement and will not
impact the Monthly  Anticipated  Purchase Price Adjustment Payment or Transition
Period Gain or Loss.  The  allocation  of mailing and  shipping  cost during the
Transition Period is actual cost, tracked on a departmental level,  attributable
to  departments  of the  Acquired  Division  versus  the  non-Acquired  Division
departments.










                                       76
<PAGE>

TRANSITION SERVICES AGREEMENT

Schedule 5

Telephone System


On a month-to-month basis during the Transition Period, SELLER shall continue to
make available SELLER's telephone system to the Acquired Division.

Fifty  percent  (50%) of the costs and  expenses  associated  with the  Seller's
telephone  system shall be allocated to the Acquired  Division.  The other fifty
percent (50%) of the costs and expenses  associated with the Seller's  telephone
system  shall not be included on or taken into  account in  connection  with the
preparation  of the  Transition  P&L  Statement  and will not impact the Monthly
Anticipated Purchase Price Adjustment Payment or Transition Period Gain or Loss.


Reception Services

Fifty  percent  (50%) of the personnel  costs and expenses  associated  with the
Seller's  receptionist  shall be allocated to the Acquired  Division.  The other
fifty  percent  (50%) of the personnel  costs and expenses  associated  with the
Seller's  receptionist  shall  not be  included  on or  taken  into  account  in
connection  with the  preparation  of the  Transition P&L Statement and will not
impact the Monthly  Anticipated  Purchase Price Adjustment Payment or Transition
Period Gain or Loss.








                                       77
<PAGE>


TRANSITION SERVICES AGREEMENT

Schedule 6

Computer System


On a month-to-month basis during the Transition Period, SELLER shall continue to
make available SELLER's computer system to the Acquired Division.

Seventy-five  percent (75%) of the MIS personnel  costs and expenses  associated
with the  Seller's  MIS  department  and the amount  allocated  to the SELLER by
Parent or Matrix Bancorp, Inc. shall be allocated to the Acquired Division.  The
other  twenty-five  percent  (25%)  of the  MIS  personnel  costs,  expenses  or
allocation shall not be included on or taken into account in connection with the
preparation  of the  Transition  P&L  Statement  and will not impact the Monthly
Anticipated Purchase Price Adjustment Payment or Transition Period Gain or Loss.



All  allocations  to SELLER  by the  Parent or  Matrix  Bancorp,  Inc.  shall be
determined,  except as otherwise set forth herein,  in a manner  consistent with
the historic practices of Seller, Parent and Matrix Bancorp, Inc.








                                       78
<PAGE>

TRANSITION SERVICES AGREEMENT

Schedule 7

QC/Compliance

On a month-to-month basis during the Transition Period, SELLER shall continue to
make available SELLER's QC/Compliance department to the Acquired Division.

Fifty percent (50%) of the QC/Compliance department personnel costs and expenses
will be allocated to the Acquired Division. The remaining fifty percent (50%) of
all such costs and  expenses  shall not be included on or taken into  account in
connection  with the  preparation  of the  Transition P&L Statement and will not
impact the Monthly  Anticipated  Purchase Price Adjustment Payment or Transition
Period Gain or Loss.











                                       79
<PAGE>



TRANSITION SERVICES AGREEMENT

Schedule 8

Records Retention

On a month-to month basis during the Transition Period, SELLER shall continue to
make available SELLER's records retention department to the Acquired Division.

Thirty-three percent (33%) of the Records Retention personnel costs and expenses
and ten  percent  (10%) of the  lease  payments  associated  with  the  Seller's
existing records  warehouse  storage facility shall be allocated to the Acquired
Division. Sixty-seven percent (67%) of the Records Retention personnel costs and
expenses and ninety  percent  (90%) of the lease  payments  associated  with the
Seller's existing records warehouse storage facility shall not be included on or
taken into account in connection  with the  preparation  of the  Transition  P&L
Statement and will not impact the Monthly Anticipated  Purchase Price Adjustment
Payment or Transition Period Gain or Loss.












                                       80
<PAGE>

TRANSITION SERVICES AGREEMENT

Schedule 9

Miscellaneous Corporate Services


On a month-to month basis during the Transition Period, SELLER shall continue to
provide Parent and holding company support services to the Acquired  Division in
the areas of  Seller's  executive  and board  member  travel and  entertainment,
professional  liability insurance,  corporate legal counsel,  outside consulting
and professional services.

Travel and Entertainment

Fifty  percent  (50%) of these  costs and  expenses  allocated  to the SELLER by
Parent or Matrix Bancorp, Inc. shall be allocated to the Acquired Division.  The
remaining fifty percent (50%) of all such allocated costs and expenses shall not
be included on or taken into account in connection  with the  preparation of the
Transition  P&L Statement and will not impact the Monthly  Anticipated  Purchase
Price  Adjustment  Payment  or  Transition  Period  Gain or Loss.  No  travel or
entertainment expense shall be allocated to the Acquired Division if such travel
or entertainment relates to anything other than the business of the Seller.


Professional Liability Insurance

Seventy-five (75%) of these costs and expenses allocated to the SELLER by Parent
or Matrix  Bancorp,  Inc.  shall be  allocated  to the  Acquired  Division.  The
remaining  twenty-five  percent (25%) of all such  allocated  costs and expenses
shall  not  be  included  on or  taken  into  account  in  connection  with  the
preparation  of the  Transition  P&L  Statement  and will not impact the Monthly
Anticipated Purchase Price Adjustment Payment or Transition Period Gain or Loss.


Corporate Legal Counsel; Outside Consulting and Professional Services

The allocation of these costs will be the actual cost, tracked on a departmental
level,   attributable  to  departments  of  the  Acquired  Division  versus  the
non-Acquired Division departments.



All  allocations  to SELLER  by the  Parent or  Matrix  Bancorp,  Inc.  shall be
determined,  except as otherwise set forth herein,  in a manner  consistent with
the historic practices of Seller, Parent and Matrix Bancorp, Inc.



                                       81
<PAGE>


TRANSITION SERVICES AGREEMENT

Schedule 10

Miscellaneous Additional Services - (Seller to Acquired Division)

On a month-to  month  basis  during the  Transition  Period,  SELLER  shall make
available to the Acquired Division the following services and systems:

                    1.   Loan  set-up  onto the  Seller's  servicing  system for
                         Countrywide  AOT  delivery  and delivery to other third
                         parties as a result of sales  commitments  entered into
                         by the Acquired Division,
                    2.   Loan servicing activities, to the extent required prior
                         to loan  deliveries  to third  parties,  for the  loans
                         identified in paragraph 1 above,  which shall  include,
                         among other  things,  the  issuance of IRS form 1098 to
                         the extent required.

The fees to be charged to PURCHASER for such services and systems shall be equal
to the fully loaded costs (i.e.,  overhead,  but no profit,  included)  actually
incurred by SELLER in connection therewith.










                                       82
<PAGE>

TRANSITION SERVICES AGREEMENT

Schedule 11

Miscellaneous Additional Services - (Acquired Division to Seller)

On a month-to-month  basis during the Transition  Period,  the Acquired Division
shall make available to SELLER the following services and systems:

          1.   Management of mortgage loan assumption activities,
          2.   Management of SELLER's portfolio retention activities, and
          3.   Management of SELLER's bond loan activities.

               The fees to be charged to SELLER for the preceding three services
               and  systems  shall be equal to the  fully  loaded  costs  (i.e.,
               overhead, but no profit, included) actually incurred by PURCHASER
               in connection therewith.

         4.  Delivery of SELLER's  loans  (closed  prior to the Initial  Closing
Date).

               The fees to be charged to SELLER for the preceding  service shall
               be as set forth on Appendix A to this Schedule 11.





                                       83
<PAGE>


TRANSITION SERVICES AGREEMENT

Appendix A to Schedule 11

Loan Delivery Fee

----------------------------------------------
                                  Cost per
                                    Loan
----------------------------------------------
Shipping 412                           $22.19
----------------------------------------------
Insuring 416                           $74.72
----------------------------------------------
Post Closing 417                       $37.70
----------------------------------------------
Loan Review 418                        $21.51
----------------------------------------------
Overhead 411                            $7.55
----------------------------------------------
Loan Delivery Fee for                  $88.96
conventional loans where all
functions completed after the
Initial Closing Date
----------------------------------------------
Loan Delivery Fee for government
loans where all functions
completed after the Initial
Closing Date                          $163.68
----------------------------------------------

It is  understood  and agreed by the parties that loans closed as of the Initial
Closing Date will be subject to the applicable Loan Delivery Fee, or appropriate
pro-rata  amount of the  applicable  Loan  Delivery  Fee,  as set forth  herein.
Initial Closing Date closed loans may have already had certain of the identified
tasks performed, and therefore the applicable Loan Delivery Fee charged on those
loans would be less than the full Loan Delivery Fee shown.





                                       84
<PAGE>


                                    EXHIBIT D
                                   EXHIBIT D-1

                                  BILL OF SALE
                     (Tangible Assets and Intangible Assets)


                  This  BILL OF SALE  ("Bill  of  Sale")  is made this 28 day of
February 2003 by Matrix Financial Services Corporation  ("Seller"),  in favor of
AMPRO Mortgage Corporation ("Purchaser").

                                    RECITALS

                  Seller and Purchaser are parties to a Purchase and  Assumption
Agreement (the  "Agreement")  dated as of February 28, 2003.  Terms used in this
Bill of Sale and not  otherwise  defined  herein  shall have the same meaning as
they have in the Agreement unless the context provides otherwise.

                  NOW,  THEREFORE,  in  consideration  of the premises and other
good and valuable consideration,  the receipt and sufficiency of which hereby is
acknowledged:

                  1.  Seller  hereby  sells,  transfers,  conveys,  assigns  and
delivers to Purchaser the Tangible Assets and the Intangible Assets (hereinafter
the "Transferred Assets").

                  2. Seller hereby authorizes  Purchaser,  in the name of Seller
but on behalf of Purchaser, to demand and receive any and all of the Transferred
Assets, and to give receipts and releases for and in respect of the same, or any
part  thereof,  and,  from time to time,  to institute and prosecute in Seller's
name, for the benefit of Purchaser, any and all proceedings at law, in equity or
otherwise,  which  Purchaser may deem proper for the  collection or reduction to
possession  of  any  of  the  Transferred  Assets  or  for  the  collection  and

                                       85
<PAGE>

enforcement of any claim or right of any kind,  sold,  conveyed,  transferred or
assigned,  or intended so to be, by this Bill of Sale,  and to perform such acts
and do such things with respect to the  Transferred  Assets as  Purchaser  shall
deem desirable,  Seller hereby  declaring that the foregoing  powers are coupled
with an interest and are and shall be irrevocable.

                  3. Seller hereby agrees that, from time to time after delivery
of this Bill of Sale, it will,  at the request of Purchaser and without  further
consideration,  promptly take such further  action and execute and delivery such
additional assignments,  bills of sale, consents or other similar instruments as
Purchaser may reasonably deem necessary to complete the transfer of the title or
possession of the Transferred  Assets to, or vest them in, Purchaser and, in the
case of contracts and rights, if any, which cannot be effectively transferred to
Purchaser without the consent of third parties, to obtain such consents promptly
and, if any such consents are  unobtainable,  to assure the benefits  thereof to
Purchaser.

                  4.  Except as is set forth in  Paragraph  6 below,  nothing in
this instrument, express or implied, is intended or shall be construed to confer
upon any person or entity other than Purchaser any remedy or claim.

                  5. The provisions of this Bill of Sale,  which are intended to
be binding upon Seller,  its successors and assigns,  and are for the benefit of
Purchaser,  its successors and assigns, and all rights hereby granted Purchaser,
including  the right to act for  Seller,  may be  exercised  by  Purchaser,  its
successors or assigns.

                   [SIGNATURE LINES APPEAR ON FOLLOWING PAGE]





                                       86
<PAGE>


                  IN WITNESS WHEREOF,  Seller has caused this Bill of Sale to be
signed by its duly authorized officer on the date first above written.

                                      MATRIX FINANCIAL SERVICES CORPORATION

                                      By:_________________________________
                                      Name:_______________________________
                                      Title:______________________________

STATE OF _________________:
CITY/COUNTY OF____________:

                  The foregoing  instrument was acknowledged before me this 28th
day of  February,  2003 by  ________________________,  known  to me to be a duly
authorized officer of Matrix Financial Services Corporation.



                                        -----------------------------------
                                        Notary Public


My commission expires:_____________








                                       87
<PAGE>


                                   EXHIBIT D-2

                                  BILL OF SALE
                 (Contract Rights, Leases and Equipment Leases)


                  This  BILL OF SALE  ("Bill  of  Sale") is made this ___ day of
_________________,  2003 by Matrix Financial Services Corporation ("Seller"), in
favor of AMPRO Mortgage Corporation ("Purchaser").

                                    RECITALS

                  Seller and Purchaser are parties to a Purchase and  Assumption
Agreement (the  "Agreement")  dated as of February 28, 2003.  Terms used in this
Bill of Sale and not  otherwise  defined  herein  shall have the same meaning as
they have in the Agreement unless the context provides otherwise.

                  NOW,  THEREFORE,  in  consideration  of the premises and other
good and valuable consideration,  the receipt and sufficiency of which hereby is
acknowledged:

                  1.  Seller  hereby  sells,  transfers,  conveys,  assigns  and
delivers  to  Purchaser  the  Contract  Rights,   Leases  and  Equipment  Leases
identified on Appendix A hereto (hereinafter the "Transferred Assets").

                  2. Seller hereby authorizes  Purchaser,  in the name of Seller
but on behalf of Purchaser, to demand and receive any and all of the Transferred
Assets, and to give receipts and releases for and in respect of the same, or any
part  thereof,  and,  from time to time,  to institute and prosecute in Seller's
name, for the benefit of Purchaser, any and all proceedings at law, in equity or
otherwise,  which  Purchaser may deem proper for the  collection or reduction to
possession  of  any  of  the  Transferred  Assets  or  for  the  collection  and


                                       88
<PAGE>


enforcement of any claim or right of any kind,  sold,  conveyed,  transferred or
assigned,  or intended so to be, by this Bill of Sale,  and to perform such acts
and do such things with respect to the  Transferred  Assets as  Purchaser  shall
deem desirable,  Seller hereby  declaring that the foregoing  powers are coupled
with an interest and are and shall be irrevocable.

                  3. Seller hereby agrees that, from time to time after delivery
of this Bill of Sale, it will,  at the request of Purchaser and without  further
consideration,  promptly take such further  action and execute and delivery such
additional assignments,  bills of sale, consents or other similar instruments as
Purchaser may reasonably deem necessary to complete the transfer of the title or
possession of the Transferred  Assets to, or vest them in, Purchaser and, in the
case of contracts and rights, if any, which cannot be effectively transferred to
Purchaser without the consent of third parties, to obtain such consents promptly
and, if any such consents are  unobtainable,  to assure the benefits  thereof to
Purchaser.

                  4.  Except as is set forth in  Paragraph  6 below,  nothing in
this instrument, express or implied, is intended or shall be construed to confer
upon any person or entity other than Purchaser any remedy or claim.

                  5. The provisions of this Bill of Sale,  which are intended to
be binding upon Seller,  its successors and assigns,  and are for the benefit of
Purchaser,  its successors and assigns, and all rights hereby granted Purchaser,
including  the right to act for  Seller,  may be  exercised  by  Purchaser,  its
successors or assigns.

                   [SIGNATURE LINES APPEAR ON FOLLOWING PAGE]





                                       89
<PAGE>


                  IN WITNESS WHEREOF,  Seller has caused this Bill of Sale to be
signed by its duly authorized officer on the date first above written.

                                     MATRIX FINANCIAL SERVICES CORPORATION

                                     By:_________________________________
                                     Name:_______________________________
                                     Title:______________________________

STATE OF _________________:
CITY/COUNTY OF____________:

                  The foregoing  instrument was acknowledged  before me this ___
day of _____________, 2003 by ________________________, known to me to be a duly
authorized officer of Matrix Financial Services Corporation.



                                       -----------------------------------
                                       Notary Public

My commission expires:_____________




                                       90
<PAGE>




                                   EXHIBIT D-3

                                  BILL OF SALE
                     (Subsequently Acquired Tangible Assets
                  and Subsequently Acquired Intangible Assets)


                  This  BILL OF SALE  ("Bill  of  Sale") is made this ___ day of
_________________,  2003 by Matrix Financial Services Corporation ("Seller"), in
favor of AMPRO Mortgage Corporation ("Purchaser").

                                    RECITALS

                  Seller and Purchaser are parties to a Purchase and  Assumption
Agreement (the  "Agreement")  dated as of February 28, 2003.  Terms used in this
Bill of Sale and not  otherwise  defined  herein  shall have the same meaning as
they have in the Agreement unless the context provides otherwise.

                  NOW,  THEREFORE,  in  consideration  of the premises and other
good and valuable consideration,  the receipt and sufficiency of which hereby is
acknowledged:

                  1.  Seller  hereby  sells,  transfers,  conveys,  assigns  and
delivers  to  Purchaser  the  Subsequently  Acquired  Tangible  Assets  and  the
Subsequently   Acquired  Intangible  Assets  identified  on  Appendix  A  hereto
(hereinafter the "Transferred Assets").

                  2. Seller hereby authorizes  Purchaser,  in the name of Seller
but on behalf of Purchaser, to demand and receive any and all of the Transferred
Assets, and to give receipts and releases for and in respect of the same, or any
part  thereof,  and,  from time to time,  to institute and prosecute in Seller's
name, for the benefit of Purchaser, any and all proceedings at law, in equity or
otherwise,  which  Purchaser may deem proper for the  collection or reduction to

                                       91
<PAGE>

possession  of  any  of  the  Transferred  Assets  or  for  the  collection  and
enforcement of any claim or right of any kind,  sold,  conveyed,  transferred or
assigned,  or intended so to be, by this Bill of Sale,  and to perform such acts
and do such things with respect to the  Transferred  Assets as  Purchaser  shall
deem desirable,  Seller hereby  declaring that the foregoing  powers are coupled
with an interest and are and shall be irrevocable.

                  3. Seller hereby agrees that, from time to time after delivery
of this Bill of Sale, it will,  at the request of Purchaser and without  further
consideration,  promptly take such further  action and execute and delivery such
additional assignments,  bills of sale, consents or other similar instruments as
Purchaser may reasonably deem necessary to complete the transfer of the title or
possession of the Transferred  Assets to, or vest them in, Purchaser and, in the
case of contracts and rights, if any, which cannot be effectively transferred to
Purchaser without the consent of third parties, to obtain such consents promptly
and, if any such consents are  unobtainable,  to assure the benefits  thereof to
Purchaser.

                  4.  Except as is set forth in  Paragraph  6 below,  nothing in
this instrument, express or implied, is intended or shall be construed to confer
upon any person or entity other than Purchaser any remedy or claim.

                  5. The provisions of this Bill of Sale,  which are intended to
be binding upon Seller,  its successors and assigns,  and are for the benefit of
Purchaser,  its successors and assigns, and all rights hereby granted Purchaser,
including  the right to act for  Seller,  may be  exercised  by  Purchaser,  its
successors or assigns.

                   [SIGNATURE LINES APPEAR ON FOLLOWING PAGE]




                                       92
<PAGE>


                  IN WITNESS WHEREOF,  Seller has caused this Bill of Sale to be
signed by its duly authorized officer on the date first above written.

                                    MATRIX FINANCIAL SERVICES CORPORATION


                                     By:_________________________________
                                     Name:_______________________________
                                     Title:______________________________

STATE OF _________________:
CITY/COUNTY OF____________:

                  The foregoing  instrument was acknowledged  before me this ___
day of _____________, 2003 by ________________________, known to me to be a duly
authorized officer of Matrix Financial Services Corporation.




                                       -----------------------------------
                                       Notary Public


My commission expires:_____________




                                       93
<PAGE>




                                 Schedule 2.1(c)

                               Assumed Obligations

The obligations of Seller under the terms of the following  instruments that (i)
relate  solely to the period after the date on which each such Lease,  Sublease,
Equipment  Lease and  Contract  Right is  transferred  and assigned by Seller to
Purchaser,  (ii) do not relate to any period of time prior thereto, and (iii) do
not  relate to or arise  from any act or  omission  of Seller if (x) such act is
taken by the  Acquired  Division  acting  through  the  Executive  Committee  or
Seller's  board of  directors,  (y) such act is in  material  variance  with the
Operating  Plan,  and (z)  Purchaser,  within  seven (7) days of its  receipt of
written notice  thereof (which notice must be provided  promptly to Purchaser by
Seller), affirmatively notifies Seller of its objection thereto in writing:

         1.   Leases,

         2.   Sublease to be executed  by the Parties  regarding  the portion of
              the 2133 West Peoria  corporate  office space that is allocated to
              Purchaser  under the final plan  delivered  by the  Parties  under
              Section 3.3 of the Purchase and Assumption Agreement,

         3.   Equipment Leases,

         4.   Contract Rights,

         5.   New Pipeline Applications,  and any Existing Pipeline Applications
              not closed as of the Final Closing Date,

         6.   Final Closing Date Sales Commitments,

         7.   Loan Files related to New Pipeline  Applications  and any Existing
              Pipeline Applications not closed as of the Final Closing Date.





                                       94
<PAGE>



                                  Schedule 6.14

                        Post-Final Closing Date Services

Services to be Provided
by Seller to Purchaser

On a month-to  month  basis  after the  Transition  Period,  for a period not to
exceed one year  unless  mutually  agreed to,  SELLER  shall make  available  to
PURCHASER the following services and systems:

1.                Loan set-up onto the Seller's servicing system for Countrywide
                  AOT delivery  and delivery to other third  parties as a result
                  of sales commitments entered into by the Acquired Division,
2.                Loan  servicing  activities,  to the extent  required prior to
                  loan deliveries to third parties,  for the loans identified in
                  paragraph 1 above,  which shall  include,  among other things,
                  the issuance of IRS form 1098 to the extent required,
3.                Records retention.

The fees to be charged to PURCHASER for such services and systems shall be equal
to the SELLER's  fully loaded costs (i.e.,  overhead,  but no profit,  included)
actually incurred by SELLER in connection  therewith plus a profit margin not to
exceed fifteen percent (15%).

Services to be Provided
by Purchaser to Seller

On a  month-to-month  basis  after the  Transition  Period,  for a period nto to
exceed one year unless  mutually  agreed to,  PURCHASER  shall make available to
SELLER the following services and systems:

          1.   Management of mortgage loan assumption activities,
          2.   Management of SELLER's portfolio retention activities,
          3.   Management of SELLER's bond loan activities,
          4.   QC/Compliance activities.

The fees to be charged to SELLER for such services and systems shall be equal to
the PURCHASER's  fully loaded costs (i.e.,  overhead,  but no profit,  included)
actually incurred by PURCHASER in connection therewith, plus a profit margin not
to exceed fifteen percent (15%).







                                       95