Exhibit 10.1


                                                                  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 FINANCIAL
SERVICES CORPORATION, an Arizona 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 September 29,
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 "Guarantor," "Interest Coverage Ratio" and "Swingline Facility Amount"
     contained in Section 1.01 of the Credit Agreement to read in their entirety
     as follows:

            "Guarantor":  Matrix Capital Bank, a federal savings bank.
<PAGE>

          "Interest Coverage Ratio": for any period of twelve consecutive
     calendar months, the ratio of (a) EBITDA to (b) Interest Expense, in each
     case determined for said period in accordance with GAAP.

          "Swingline Facility Amount": $48,000,000.

          2.2 The Credit Agreement is hereby amended by deleting the definition
     of "Adjusted Leverage Ratio" contained in Section 1.01 and adding the
     following definition of "Leverage Ratio" to Section 1.01 in the appropriate
     alphabetical order:

          "Leverage Ratio": on any date of determination, the ratio of (a) Total
     Indebtedness to (b) Net Worth.

          2.3 The Credit Agreement is hereby amended by adding the definition of
     "Parent" to Section 1.01 in the appropriate alphabetical order as follows:

          "Parent": Matrix Bancorp, Inc., a Colorado corporation.

          2.4 Section 2.01(h) of the Credit Agreement is hereby amended in its
     entirety to read as follows:

          (h) Commitment Fees. The Company shall pay to the Agent for the
     account of each Lender commitment fees ("Commitment Fees") in an amount
     equal to one-tenth of one percent (0.10%) per annum of such Lender's
     Warehousing Commitment Amount, payable quarterly in arrears.

          2.5 Section 4.01(a) of the Credit Agreement is hereby amended in its
     entirety to read as follows:

          (a) as soon as available and in any event within 30 days after the end
     of each calendar month, a copy of the unaudited financial statements of the
     Company as at the end of such month, consisting of at least a balance sheet
     and the related statements of income, shareholders' equity and cash flow of
     the Company for such month and from the beginning of the then current
     fiscal year of the Company to the end of such month, setting forth in each
     case in comparative form the figures for the corresponding date or period
     of the previous fiscal year, all in reasonable detail, and certified by the
     chief financial officer of the Company as being complete and correct in all
     material respects and fairly presenting the Company's financial condition
     and results of operations, subject to changes resulting from normal
     year-end adjustments;

          2.6 Section 4.01(c)(ii) of the Credit Agreement is hereby amended in
     its entirety to read as follows:

          (iii) a properly completed Compliance Certificate as of the end of
     such calendar month;
<PAGE>

          2.7 Section 4.03 of the Credit Agreement is hereby amended by deleting
     the reference to "Section 2.02(a)(iv)" in the eighteenth line thereof and
     substituting the text "Section 2.02(a)(iii)" therefor.

          2.8 Section 4.09(f) of the Credit Agreement is hereby amended in its
     entirety to read as follows:

          (f) Liens on assets of the Company to secure Indebtedness permitted
     pursuant to Sections 4.08(a)(iii)-(v).

          2.9 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 10 to 1 at any time.

          2.10 Section 4.16 of the Credit Agreement is hereby amended in its
     entirety to read as follows:

          4.16 Interest Coverage Ratio. The Company will not permit the Interest
     Coverage Ratio, for the twelve consecutive calendar months ending on the
     last day of any calendar month, to be less than 1.30 to 1.00.

          2.11 Section 6.01(e) of the Credit Agreement is hereby amended in its
     entirety to read as follows:

          (e) Any creditor or representative of any creditor of the Company, the
     Parent, or the Guarantor shall become entitled to declare any Indebtedness
     in the amount of $250,000 or more owing on any bond, debenture, note or
     other evidence of Indebtedness for borrowed money to be due and payable
     prior to its expressed maturity, whether or not such Indebtedness is
     actually declared to be immediately due and payable, or any such
     Indebtedness becomes due and payable prior to its expressed maturity by
     reason of any default by the Company, the Parent or the Guarantor in the
     performance or observance of any obligation or condition and such default
     shall not have been effectively waived or shall not have been cured within
     any grace period allowed therefor or any such Indebtedness shall have
     become due by its terms and shall not have been promptly paid or extended;

          2.12 Section 8.06 of the Credit Agreement is hereby amended to add the
     following text at the end of Section 8.06:

      Notwithstanding the foregoing, nothing contained in this Agreement shall
      in any manner or to any extent affect the right of any Lender to assign,
      pledge or participate the Note and its right to receive and retain
      payments on the Note in connection with any arrangement maintained by the
      Lender to fund credit facilities provided by the Lender,
<PAGE>

     provided the Lender remains primarily and directly liable to perform all of
     its obligations under this Agreement.

     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 D. Exhibit D 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 D thereto.

     Section 5. Exhibit F. Exhibit F 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 F thereto.

     Section 6. Exhibit H. Exhibit H to the Credit Agreement is hereby amended
in its entirety to read as set forth in Exhibit C to this Amendment, which is
made a part of the Credit Agreement as Exhibit H thereto.

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

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

          7.4 The Guaranty, duly executed by the Guarantor.
<PAGE>


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

          7.6 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.

          7.7 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.

Upon the effectiveness of this Amendment, the Agent, on behalf of the Lenders,
shall execute and deliver to Matrix Bancorp, Inc. a Release in the form of
Exhibit D hereto.

          Section 8. Representations, Warranties, Authority, No Adverse Claim.

          8.1 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
     Agreement as amended by this Amendment on such date which has not been
     waived by the Agent and the Lenders.

          8.2 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
<PAGE>

     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.

          8.3 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 9. 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.

          Section 10. 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 11. 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 12. 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 13. 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 14. 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 15. 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 16. 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.



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<PAGE>

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

                                    MATRIX FINANCIAL SERVICES CORPORATION


                                       By
                                           /s/ 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