Exhibit 10.2 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

   1

                                                                    Exhibit 10.2
                                 AMENDMENT NO. 1
                                       TO
                              EMPLOYMENT AGREEMENT

         This Agreement, dated as of March 18, 1999 is between Mortgage
Portfolio Services, Inc., a Delaware corporation (the "COMPANY"), and Xxxxx X.
Xxxxxx (the "EMPLOYEE").

                                    RECITALS

         a. The Company and the Employee are parties to a certain Employment
Agreement dated as of December 1, 1996 (the "AGREEMENT").

         b. The parties desire to amend the Agreement as hereinafter provided.

         NOW THEREFORE, the parties hereby agree as follows:

         1. Section 1 of the Agreement is hereby amended to change the
termination date of the "Employment Period" from March 18, 1999 to March 18,
2001.

         2. Section 2 of the Agreement is hereby amended by changing the amount
stated therein as the Employee's salary from $175,000 per year to $225,000 per
year.

         3. Except as amended hereby, the Employment Agreement remains in full
force and effect in accordance with its terms.

         IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date and year first above written.

THE COMPANY:                                                  THE EMPLOYEE:

MORTGAGE PORTFOLIO SERVICES, INC.


By:      /s/ Xxxx Xxxxxx                                /s/ Xxxxx X. Xxxxxx
    -----------------------------                  -----------------------------
    Xxxx Xxxxxx                                    Xxxxx X. Xxxxxx
    Vice President