Exhibit 10.3


                                                           Execution Copy

                      FIRST AMENDMENT TO CREDIT AGREEMENT

     This FIRST  AMENDMENT  TO CREDIT  AGREEMENT  (this  "Amendment"),  made and
entered  into as of March 5, 2001,  is by and between  MATRIX  BANCORP,  INC., a
Colorado  corporation  (the  "Borrower"),  the  lenders  from time to time party
hereto (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 and U.S. Bank National Association,  in its capacities as a
Lender and as Agent,  entered into a Credit  Agreement  dated as of December 27,
2000 (the "Credit Agreement");

     B. Contemporaneously  with this Amendment,  U.S. Bank National Association,
in its capacities as a Lender and as Agent, and Residential Funding Corporation,
a Delaware  corporation  ("RFC"),  have  entered  into an  Assignment  Agreement
pursuant to which U.S. Bank National  Association,  in its capacity as a Lender,
intends to sell and assign to RFC certain  rights,  obligations  and commitments
under the Credit  Agreement  and under which RFC will become a Lender  under the
Credit Agreement; and

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

                                    AGREEMENT

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

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

     Section 2. Amendments.

          2.1 The Credit Agreement is hereby amended by amending the definitions
     of "Cash Equivalents," "Revolving Commitment Amount," "Revolving Commitment
     Fees," "Revolving Loan," and "Termination Date" contained in Section 1.1 of
     the Credit Agreement to read in their entirety as follows:

          "Cash  Equivalents":  Investments  described in Section 6.9(a) through
     (e).
<PAGE>

          "Revolving Commitment Amount": With respect to a Lender, initially the
     amount set  opposite  such  Lender's  name on Schedule  1.1-1 hereto as its
     Revolving  Commitment  Amount,  but as the same may be reduced from time to
     time  pursuant to Section  2.8, or  modified by an  assignment  pursuant to
     Section 9.6 hereof.

          "Revolving    Commitment   Fees":   As   defined   in   Section   2.9.

          "Revolving Loan": As defined in Section 2.1(a).

          "Termination  Date":  The earliest of (a)  December 26, 2001,  (b) the
     date on which the Revolving  Commitments are terminated pursuant to Section
     7.2 hereof or (c) the date on which the  Revolving  Commitment  Amounts are
     reduced to zero pursuant to Section 2.8 hereof.

          2.2 The Credit Agreement is hereby amended by adding the definition of
     "Regulatory  Action" to Section 1.1  in the  appropriate
     alphabetical order to read as follows:

          "Regulatory  Action":  Any cease and desist order,  letter  agreement,
     memorandum,  or other similar regulatory action taken by a state or federal
     banking  agency or other Person to which either the Borrower or Matrix Bank
     is subject.

          2.3 The Credit  Agreement is hereby amended by deleting the definition
     of "Unpaid Drawing" contained in Section 1.1 in its entirety.

          2.4 Section 1.4 of the Credit  Agreement is hereby amended by deleting
     the last sentence thereof and substituting the following sentence:

     All  incorporation by reference of covenants,  terms,  definitions or other
     provisions from other agreements are incorporated into this Agreement as if
     such  provisions  were  fully  set  forth  herein,  include  all  necessary
     definitions and related provisions from such other agreements but including
     only  amendments  thereto  agreed  to by the  Majority  Lenders,  and shall
     survive any termination of such other  agreements  until the obligations of
     the Borrower  under this  Agreement and the Notes are  irrevocably  paid in
     full,  and the  commitments  of any Lender to advance funds to the Borrower
     are terminated.

          2.5 Section 2.5 of the Credit  Agreement is hereby amended by deleting
     the word "Revolving" in the second line thereof.

          2.6 Section 2.10 of the Credit Agreement is hereby amended by deleting
     the  number  "365"  where it appears  and  substituting  the  number  "360"
     therefor.

          2.7  Section  2.14(b) of the  Credit  Agreement  is hereby  amended by
     deleting the following text in the sixth line thereof:  "or against Letters
     of Credit issued by the Agent."
<PAGE>

          2.8 Section  5.1(a) of the Credit  Agreement is hereby  amended in its
     entirety to read as follows:

          (a) Annually.  Promptly  after  preparation  but no later than 90 days
     after the last day of each fiscal year of Borrower (i) the consolidated and
     consolidating  financial  statements of the Borrower consisting of at least
     statements of income, cash flow and changes in stockholders'  equity, and a
     consolidated balance sheet as of the end of such fiscal year, setting forth
     in each case in comparative  form  corresponding  figures from the previous
     annual audit, (ii) Matrix Bank's  consolidated and consolidating  financial
     statements  consisting  of at least  statements  of  income,  cash flow and
     changes in stockholders' equity, and a consolidated balance sheet as of the
     end of such fiscal year,  setting  forth in each case in  comparative  form
     corresponding  figures from the previous  annual  audit,  (iii) solely with
     respect to the consolidated portion of financial  statements  referenced in
     (i) and (ii) above, the opinions, without material qualification,  of Ernst
     & Young or of another firm of  nationally-recognized  independent certified
     public  accountants  reasonably  acceptable to Majority  Lenders,  based on
     audits using generally accepted auditing  standards,  that the consolidated
     portion of those financial statements were prepared in accordance with GAAP
     and present fairly, in all material respects,  Matrix Bank's and Borrower's
     respective consolidated financial conditions and results of operations.

          2.9  Section  6.2 of the  Credit  Agreement  is hereby  amended in its
     entirety to read as follows:

          Section 6.2  Disposition of Assets.  Neither  Borrower nor Matrix Bank
     may sell,  assign,  lease,  transfer,  or  otherwise  dispose of any of its
     assets  (including,  without  limitation,  equity  interests  in any  other
     Person)  except  (a)  sales  and  dispositions  in the  ordinary  course of
     business  for a fair and  adequate  consideration  and (b)  sales of assets
     which are obsolete or are no longer in use and which are not significant to
     the  continuation  of the business of the  Borrower or Matrix Bank,  as the
     case may be.

          2.10 Section 6.10 of the Credit Agreement is hereby amended to add the
     following Sections 6.10(j) and (k):

          (j) The Guaranties.

          (k) The guaranty by Matrix Bank dated March 5, 2001 of the obligations
     under the Matrix Financial Loan Agreement.

          2.11 Section 7.1 of the Credit  Agreement is hereby amended to add the
     following Sections 7.1(p) and 7.1(q):

          (p) The Borrower or Matrix Bank shall become subject to any Regulatory
     Action.
<PAGE>

          (q) An Event of Default  shall occur under the Matrix  Financial  Loan
     Agreement.

          2.12 Section  9.1(h) of the Credit  Agreement is hereby deleted in its
          entirety.

          2.13 Section 9.6(b) of the Credit  Agreement is hereby amended to read
     in its entirety as follows:

          (b) Any Lender may, in the ordinary  course of its commercial  lending
     business and in accordance  with applicable law, at any time sell to one or
     more lenders or other entities ("Participants")  participating interests in
     a minimum  aggregate  amount of $5,000,000 in the Loans,  the Notes and the
     Revolving  Commitment  held by such Lender,  and any other interest of such
     Lender  hereunder.   In  the  event  of  any  such  sale  by  a  Lender  of
     participating  interests to a  Participant,  (i) such Lender's  obligations
     under this  Agreement to the other parties to this  Agreement  shall remain
     unchanged,  (ii)  such  Lender  shall  remain  solely  responsible  for the
     performance thereof,  (iii) such Lender shall remain the holder of any such
     Revolving  Note and Term Note for all purposes under this  Agreement,  (iv)
     the Borrower and the Agent shall  continue to deal solely and directly with
     such Lender in connection with such Lender's  rights and obligations  under
     this  Agreement  and (v) the agreement  pursuant to which such  Participant
     acquires its  participating  interest herein shall provide that such Lender
     shall retain the sole right and  responsibility to enforce the Obligations,
     including,  without  limitation  the  right  to  consent  or  agree  to any
     amendment,  modification,  consent or waiver with respect to this Agreement
     or any other Loan  Document,  provided that such agreement may provide that
     such Lender will not consent or agree to any such amendment,  modification,
     consent  or waiver  with  respect  to the  matters  set  forth in  Sections
     9.1(a)-(e)  without the prior  consent of such  Participant.  The  Borrower
     agrees that if amounts  outstanding  under this  Agreement,  the  Revolving
     Notes,  the Term Notes and the Loan Documents are due and unpaid,  or shall
     have been declared or shall have become due and payable upon the occurrence
     of an Event of Default,  each  Participant  shall be deemed to have, to the
     extent  permitted by applicable  law, the right of setoff in respect of its
     participating  interest  in  amounts  owing  under this  Agreement  and any
     Revolving  Note,  Term Note or other Loan Document to the same extent as if
     the amount of its  participating  interest  were owing  directly to it as a
     Lender under this Agreement or any Revolving  Note, Term Note or other Loan
     Document;  provided,  that such  right of setoff  shall be  subject  to the
     obligation of such  Participant to share with the Lenders,  and the Lenders
     agree to share with such  Participant,  as provided in subsection 8.11. The
     Borrower  also  agrees  that  each  Participant  shall be  entitled  to the
     benefits  of  Sections  2.13  through  2.17  and 9.2  with  respect  to its
     participation  in  the  Revolving   Commitments,   Term  Loan  Commitments,
     Revolving Loans and the Term Loans; provided,  that no Participant shall be
     entitled to receive any greater amount  pursuant to such  subsections  than
     the transferor Lender would have been entitled to receive in respect of the
     amount of the  participation  transferred by such transferor Lender to such
     Participant had no such transfer occurred.  Notwithstanding  the foregoing,
     nothing  contained in this  Agreement  shall in any manner
<PAGE>

     or to any  extent  affect  the  right of the  Lender to  assign,  pledge or
     participate  any Note and its right to receive  and retain  payments on any
     Note in connection  with any  arrangement  maintained by the Lender to fund
     credit  facilities  provided by the  Lender,  provided  the Lender  remains
     primarily and directly liable to perform all of its obligations  under this
     Agreement.

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

          3.1 This Amendment duly executed by the Borrower.

          3.2 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  December  27,  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 Documents"),
     and  certifying  as to  specimens  of such  officer's  signature  and  such
     officer's incumbency in such offices as such officer holds.

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

          3.4 The Consent and Reaffirmation of Guarantors,  in the form attached
     hereto as Exhibit A, duly executed by each Guarantor.

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

          4.1 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  Default or Event of Default  under the Credit
<PAGE>

     Agreement  as  amended  by this  Amendment  on such date which has not been
     waived by the Agent and the Lenders.

          4.2  Authority,   No  Conflict,  No  Consent  Required.  The  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.

          4.3 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 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 5. Affirmation of Credit 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.  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.
<PAGE>

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

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

          Section 8. Successors.  The Amendment  Documents shall be binding upon
     the 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 9. Legal  Expenses.  As  provided in Section 9.2 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  10.  Headings.  The  headings  of  various  sections  of this
     Amendment  have been inserted for reference only and shall not be deemed to
     be a part of this Amendment.

          Section 11.  Counterparts.  The Amendment Documents may be executed in
     several counterparts as deemed necessary or convenient, each of which, when
     so  executed,  shall  be  deemed  an  original,   provided  that  all  such
     counterparts  shall be  regarded as one and the same
<PAGE>

     document,  and either party to the Amendment Documents may execute any such
     agreement by executing a counterpart of such agreement.

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



          [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 BANCORP, INC.

                                   By /s/ Guy A. Gibson
                                      Guy A. Gibson
                                   Its President

                                   Address for Notices:
                                   1380 Lawrence Street, Suite 1400
                                   Denver, CO  80204



                                    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