Exhibit 10.1

                                SECOND AMENDMENT
                                       TO
                        PURCHASE AND ASSUMPTION AGREEMENT


         This Second Amendment (the "Second Amendment") to the Purchase and
Assumption Agreement (the "Agreement") is entered into as of this 22nd day of
July, 2003 by and 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"). The
Seller, Parent and Purchaser together shall be the "Parties". Capitalized terms
used herein and not otherwise defined shall have the meanings given them in the
Agreement.

         WHEREAS, at the desire of and agreement by the Parties, on April 17,
2003, the Seller entered into the Early Purchase Program Addendum to Loan
Purchase Agreement (the "EPP Addendum") with Countrywide Home Loans, Inc.
("Countrywide"), in the amount of One Hundred Million Dollars and No Cents
($100,000,000.00); and

         WHEREAS, on April 18, 2003, the Parties executed that certain Amendment
to Purchase and Assumption Agreement (the "First Amendment") in order to amend
the Agreement to accommodate that transaction; and

         WHEREAS, the Parties have now determined it is in the best interests of
the Parties for Seller to enter into an Amendment No. 1 to Early Purchase
Program Addendum to Loan Purchase Agreement (the "EPP Addendum Amendment") with
Countrywide in order to increase the available funds to One Hundred Fifty
Million Dollars and No Cents ($150,000,000.00).

         NOW, THEREFORE, in consideration of the premises and the mutual
undertakings set forth herein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties affirm and
agree as follows:

          1.   The Acquired Division shall enter into that certain EPP Addendum
               Amendment with Countrywide to increase the maximum amount of
               available funds to One Hundred Fifty Million Dollars and No Cents
               ($150,000,000.00).

          2.   The Parties reaffirm all of the provisions, terms and
               modifications contained in the First Amendment, with the
               exception that wherever the First Amendment refers to the
               Countrywide Early Purchase Program, such reference shall be
               deemed to mean and include the Countrywide Early Purchase Program
               as amended by the EPP Addendum Amendment.



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          3.   Except to the extent expressly provided in this Second Amendment
               and the First Amendment, all terms of the Agreement shall remain
               in full force and effect and unaffected by the terms of this
               Second Amendment.

          4.   This Second Amendment may be executed in one or more
               counterparts, each of which shall be deemed an original, but all
               of which together will constitute one and the same instrument.


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


                                     MATRIX FINANCIAL SERVICES
                                     CORPORATION



                                     By:_________________________
                                     Name:
                                     Title:


                                     MATRIX CAPITAL BANK



                                     By:________________________
                                     Name:
                                     Title:


                                     AMPRO MORTGAGE CORPORATION



                                     By:________________________
                                     Name:
                                     Title:




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