Exhibit 10.2

                                                          EXECUTION COPY

                      SECOND AMENDMENT TO CREDIT AGREEMENT
              AND FIRST AMENDMENT TO PLEDGE AND SECURITY AGREEMENT


         This SECOND AMENDMENT TO CREDIT AGREEMENT AND FIRST AMENDMENT TO PLEDGE
AND SECURITY AGREEMENT (this "Amendment"), made and entered into as of April 11,
2001, is by and between MATRIX FINANCIAL SERVICES CORPORATION, an Arizona
corporation (the "Borrower"), the lenders from time to time party to the Credit
Agreement referred to below (each a "Lender" and collectively, the "Lenders"),
and U.S. BANK NATIONAL ASSOCIATION ("U.S. Bank"), as agent for the Lenders (in
such capacity, together with any successor agents appointed hereunder, the
"Agent").

                                    RECITALS

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

     B. The Borrower and the Agent entered into a Pledge and Security  Agreement
dated as of September 29, 2000 (the "Pledge Agreement"); and

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

                                    AGREEMENT

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

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

     Section 2. Amendments to Credit Agreement.

          2.1 The Credit  Agreement is hereby amended by amending the definition
     of  "Swingline  Facility  Amount"  contained  in Section 1.01 of the Credit
     Agreement to read in its entirety as follows:

               "Swingline  Facility Amount":  (i) $48,000,000 on or before April
          10, 2001, (ii)  $93,000,000  from and after April 11, 2001 to June 30,
          2001; and (iii) $48,000,000 fron and after July 1, 2001.
<PAGE>

          2.2  Section  4.01(e) of the  Credit  Agreement  is hereby  amended by
     deleting  the  words  "as  soon  as  available"  in line  13  thereof,  and
     substituting the words "immediately upon request by the Agent."

          2.3  Section  4.15 of the Credit  Agreement  is hereby  amended in its
     entirety to read as follows:

               4.15  Leverage  Ratio.  The Company  will not permit the Leverage
          Ratio at any time to be greater than (a) before March 31, 2001,  10 to
          1, and (b) from and after March 31, 2001, 12 to 1.

     Section 3. Schedule  1.01(a).  Schedule  1.01(a) to the Credit Agreement is
hereby amended in its entirety to read as set forth in Schedule 1.01(a) attached
to this  Amendment,  which is made a part of the Credit  Agreement  as  Schedule
1.01(a) thereto.

     Section 4. Exhibit F. Exhibit F to the Credit  Agreement is hereby  amended
in its  entirety to read as set forth in Exhibit A to this  Amendment,  which is
made a part of the Credit Agreement as Exhibit F thereto.

     Section 5. Exhibit H. Exhibit H to the Credit  Agreement is hereby  amended
in its  entirety to read as set forth in Exhibit B to this  Amendment,  which is
made a part of the Credit Agreement as Exhibit H thereto.

     Section 6.  Amendment to Pledge  Agreement.  Section  4.01(f) of the Pledge
Agreement is hereby deleted in its entirety.

     Section 7.  Effectiveness of Amendments.  The amendments  contained in this
Amendment shall become effective provided the Agent shall have received at least
five (5) counterparts of this Amendment, duly executed by the Company and all of
the Lenders, and the Agent shall have received the following, each duly executed
or certified:

          7.1 This Amendment, duly executed by the Borrower.

          7.2 The Amended and Restated Note, duly executed by the Borrower.

          7.3 A copy  of  the  resolutions  of the  Board  of  Directors  of the
     Borrower  authorizing  the  execution,  delivery  and  performance  of this
     Amendment  certified  as true and  accurate by its  Secretary  or Assistant
     Secretary,  along  with a  certification  by such  Secretary  or  Assistant
     Secretary  (i)  certifying   that  there  has  been  no  amendment  to  the
     Certificate  of  Incorporation  or Bylaws of the  Borrower  since  true and
     accurate copies of the same were delivered to the Lender with a certificate
     of the  Secretary  of the  Borrower  dated  September  29,  2000,  and (ii)
     identifying  each  officer  of the  Borrower  authorized  to  execute  this
     Amendment and any other instrument or agreement executed by the Borrower in
     connection with this Amendment  (collectively,  the "Amendment
<PAGE>

     Documents"), and certifying as to specimens of such officer's signature and
     such officer's incumbency in such offices as such officer holds.

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

          7.5 The Consent and  Reaffirmation  of Guaranty,  duly executed by the
     Guarantor.

          7.6 The Amended and  Restated  Swingline  Note,  duly  executed by the
     Borrower.

          7.7 The Supplemental Fee Letter, duly executed by the Borrower.

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

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

Section 8.        Defaults and Waivers.

          8.1 Events of Default and Unmatured  Events of Default.  Under Section
     4.15 of the  Credit  Agreement,  the  Borrower  agreed  not to  permit  its
     Leverage  Ratio to be greater  than 10 to 1 at any time.  The  Borrower has
     informed the Agent and the Lenders that its Leverage Ratio was greater than
     10 to 1 at certain  times from and after January 1, 2001 to March 31, 2001.
     As a result,  an Event of Default has occurred under Section 6.01(c) of the
     Credit Agreement.

          8.2 Waiver.  Upon the date on which this Amendment becomes  effective,
     the Agent and the Lenders hereby waive the Borrower's  Unmatured  Events of
     Default and Events of Default  described in the preceding  Section 8.1 (the
     "Existing  Defaults").  The  Borrower  agrees that the waivers set forth in
     this  Section 8.2 shall be limited to the  precise  meaning of the words as
     written herein and shall not be deemed (i) to be a consent to any waiver or
     modification of any other term or condition of the Credit Agreement or (ii)
     to prejudice any right or remedy that the Agent or the Lenders may now have
     or may in the future have under or in connection with the Credit  Agreement
     with respect to other Unmatured Events of Default or Events of Default. The
     Borrower  acknowledges and agrees that the waiver set forth in this Section
     8.2 is provided  by the Agent and the Lenders as a financial  accommodation
     to the Borrower. Except as expressly set forth
<PAGE>

     herein,  the waiver described in this Section 8.2 shall not alter,  affect,
     release or prejudice in any way any of the Borrower's obligations under the
     Credit  Agreement.  The waivers set forth  herein  shall not  constitute  a
     waiver by the Agent or the Lenders of any other  Unmatured Event of Default
     or Event of Default, if any, under the Credit Agreement,  and shall not be,
     and shall not be deemed to be, a course of action with respect thereto upon
     which the Borrower may rely in the future and the Borrower hereby expressly
     waives any claim to such effect.

Section 9.        Representations, Warranties, Authority, No Adverse Claim.

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

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

          9.3 No Adverse Claim. The Borrower  warrants,  acknowledges and agrees
     that no events  have  taken  place and no  circumstances  exist at the date
     hereof which would
<PAGE>

     give the Borrower a basis to assert a defense,  offset or  counterclaim  to
     any claim of the Agent or the Lenders  with respect to the  Obligations  or
     the Borrower's  obligations  under the Credit  Agreement as amended by this
     Amendment.

          Section 10.  Affirmation  of Credit  Agreement  and Pledge  Agreement,
     Further  References.   The  Agent,  the  Lenders,  and  the  Borrower  each
     acknowledge and affirm that the Credit  Agreement,  as hereby  amended,  is
     hereby ratified and confirmed in all respects and all terms, conditions and
     provisions of the Credit  Agreement,  except as amended by this  Amendment,
     shall remain unmodified and in full force and effect. The Borrower confirms
     to the Agent and the  Lenders  that the  Borrower's  obligations  under the
     Credit  Agreement,  as amended by this  Amendment,  are and  continue to be
     secured by the  security  interest  granted by the Borrower in favor of the
     Agent and the  Lenders  under the  Pledge  Agreement  and all of the terms,
     conditions,  provisions, agreements,  requirements,  promises, obligations,
     duties,  covenants and  representations of the Borrower under such document
     and any and all other documents and agreements entered into with respect to
     the obligations  under the Agreement are  incorporated  herein by reference
     and are hereby  ratified and affirmed in all respect by the  Borrower.  All
     references in any document or instrument to the Credit Agreement are hereby
     amended  and  shall  refer  to the  Credit  Agreement  as  amended  by this
     Amendment.   All  of  the  terms,   conditions,   provisions,   agreements,
     requirements,  promises, obligations, duties, covenants and representations
     of the Borrower  under such  documents and any and all other  documents and
     agreements  entered into with respect to the  obligations  under the Credit
     Agreement are incorporated  herein by reference and are hereby ratified and
     affirmed in all respects by the Borrower.

          Section  11.  Merger  and  Integration,   Superseding   Effect.   This
     Amendment,  from and after the date hereof,  embodies the entire  agreement
     and understanding  between the parties hereto and supersedes and has merged
     into this  Amendment  all prior  oral and  written  agreements  on the same
     subjects  by and  between  the  parties  hereto  with the effect  that this
     Amendment,  shall control with respect to the specific  subjects hereof and
     thereof.

          Section 12.  Severability.  Whenever possible,  each provision of this
     Amendment  and the  other  Amendment  Documents  and any  other  statement,
     instrument or transaction contemplated hereby or thereby or relating hereto
     or thereto shall be  interpreted  in such manner as to be effective,  valid
     and enforceable under the applicable law of any  jurisdiction,  but, if any
     provision of this  Amendment,  the other  Amendment  Documents or any other
     statement,  instrument  or  transaction  contemplated  hereby or thereby or
     relating  hereto or  thereto  shall be held to be  prohibited,  invalid  or
     unenforceable under the applicable law, such provision shall be ineffective
     in such jurisdiction only to the extent of such prohibition,  invalidity or
     unenforceability,  without  invalidating  or  rendering  unenforceable  the
     remainder of such provision or the remaining  provisions of this Amendment,
     the  other  Amendment  Documents  or any  other  statement,  instrument  or
     transaction contemplated hereby or thereby or relating hereto or thereto in
     such   jurisdiction,   or   affecting   the   effectiveness,   validity  or
     enforceability of such provision in any other jurisdiction.
<PAGE>

          Section 13. Successors.  The Amendment Documents shall be binding upon
     the Borrower,  the Lenders,  and the Agent and their respective  successors
     and assigns,  and shall inure to the benefit of the Borrower,  the Lenders,
     and the Agent and the successors and assigns of the Lenders and the Agent.

          Section 14. Legal Expenses.  As provided in Section 8.03 of the Credit
     Agreement,  the Borrower  agrees to reimburse the Agent,  upon execution of
     this  Amendment,  for  all  reasonable  out-of-pocket  expenses  (including
     attorney' fees and legal expenses of Dorsey & Whitney LLP,  counsel for the
     Agent)  incurred in  connection  with the Credit  Agreement,  including  in
     connection with the negotiation, preparation and execution of the Amendment
     Documents  and all other  documents  negotiated,  prepared  and executed in
     connection with the Amendment  Documents,  and in enforcing the obligations
     of the  Borrower  under the  Amendment  Documents,  and to pay and save the
     Agent and the Lenders  harmless from all liability  for, any stamp or other
     taxes which may be payable with respect to the execution or delivery of the
     Amendment  Documents,  which  obligations of the Borrower shall survive any
     termination of the Credit Agreement.

          Section  15.  Headings.  The  headings  of  various  sections  of this
     Amendment  have been inserted for reference only and shall not be deemed to
     be a part of this Amendment.

          Section 16.  Counterparts.  The Amendment Documents may be executed in
     several counterparts as deemed necessary or convenient, each of which, when
     so  executed,  shall  be  deemed  an  original,   provided  that  all  such
     counterparts  shall be  regarded as one and the same  document,  and either
     party  to the  Amendment  Documents  may  execute  any  such  agreement  by
     executing a counterpart of such agreement.

          Section 17.  Governing Law. THE AMENDMENT  DOCUMENTS SHALL BE GOVERNED
     BY THE INTERNAL  LAWS OF THE STATE OF MINNESOTA,  WITHOUT  GIVING EFFECT TO
     CONFLICT  OF LAW  PRINCIPLES  THEREOF,  BUT GIVING  EFFECT TO FEDERAL  LAWS
     APPLICABLE TO NATIONAL BANKS, THEIR HOLDING COMPANIES AND THEIR AFFILIATES.


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



<PAGE>


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

                                   MATRIX FINANCIAL SERVICES CORPORATION

                                   By  /s/ Anthony J. Buczkowski
                                         Anthony J. Buczkowski

                                      Its Executive Vice President

                                   Address for Notices:
                                   2133 West Peoria
                                   Phoenix, Arizona 85029-4928
                                   Attention:  George R. Bender, President
                                   Telecopier Number:  (602) 749-2200


                                   U.S. BANK NATIONAL ASSOCIATION

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

                                   Address for Notices:
                                   918 17th Street
                                   Denver, Colorado 80202
                                   Attention:  Mark Bagley
                                   Telecopier Number:   (303) 585-4246



                                   RESIDENTIAL FUNDING CORPORATION

                                   By  /s/ Mitchell Nomura
                                       Mitchell Nomura
                                    Its  Vice President

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