SPECIALTY MORTGAGE TRUST INC
FIRST AMENDMENT
<DOCUMENT>
<TYPE>EX-10.1A
<SEQUENCE>4
<FILENAME>f75025ex10-1a.txt
<DESCRIPTION>FIRST AMENDMENT
<TEXT>
<PAGE>   1

                                                                   EXHIBIT 10.1a
                               FIRST AMENDMENT TO
                    AMENDED AND RESTATED MANAGEMENT AGREEMENT


       FIRST AMENDMENT, dated as of May 22, 2001 (the "First Amendment"), to
AMENDED AND RESTATED MANAGEMENT AGREEMENT, dated as of May 19, 2000 (the
"Amended and Restated Agreement"), by and among SPECIALTY MORTGAGE TRUST, INC.,
a Maryland corporation (the "Company"), and SPECIALTY FINANCIAL, a Nevada
corporation (formerly Gonzo Financial) (the "Manager"), with respect to the
following:

                              W I T N E S S E T H:

       WHEREAS, the Company invests in mortgage loans and qualifies for the tax
benefits accorded by Sections 856 and 860 of the Internal Revenue Code of 1986,
as amended; and

       WHEREAS, the Company has retained the Manager to manage the investments
of the Company and to perform certain administrative services for the Company in
the manner and on the terms set forth in the Amended and Restated Agreement; and

       WHEREAS, the Company and the Manager desire to revise the Amended and
Restated Agreement as herein provided.

       NOW, THEREFORE, in consideration of the mutual agreements herein set
forth, the parties hereto agree as follows:

       SECTION 1. DEFINITIONS. Capitalized terms used but not defined herein
shall have the meanings assigned thereto in the Amended and Restated Agreement.

       SECTION 2. COMPENSATION OF THE MANAGER.

       (a) Incentive Compensation. Section 6(b) of the Amended and Restated
Agreement is hereby amended to read in its entirety as follows:

              (b) Incentive Compensation. The Company will also pay to the
       Manager as incentive compensation for each fiscal quarter, an amount
       equal to 50% of the net income of the Company, before deduction of such
       incentive compensation, in excess of the annualized return to the Company
       equal to 12%. The incentive compensation calculation and payment will be
       made quarterly in arrears. The term "return to the Company" is calculated
       for the quarter by dividing the Company's Taxable Income for the quarter
       by the Net Worth for the quarter. For such calculations, the "Taxable
       Income" of the Company means the taxable income of the Company before the
       Manager's incentive compensation, the deduction for dividends paid and
       net operating loss deductions arising from losses in prior periods. A
       deduction for the Company's interest expenses for borrowed money is taken
       when calculating Taxable Income. "Net Worth" for any period means the sum
       of the gross proceeds from all prior offerings of its equity securities
       by the Company, after deducting expenses and costs relating to such
       offerings (or for any period in which new equity securities are issued,
       the arithmetic weighted average for the period of the prior offering
       proceeds and the new proceeds), plus the Company's beginning retained
       earnings (without taking into account any losses incurred in prior
       periods and excluding amounts reflecting taxable income to be distributed
       as dividends and amounts reflecting valuation allowance adjustments such
       as accumulated other comprehensive gain (loss)). The


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       definition "return to the Company" is used only for purposes of
       calculating the incentive compensation payable, and is not related to the
       actual distributions received by stockholders. The incentive compensation
       payments to the Manager are made before any income distributions are made
       to stockholders of the Company.

       (b) Waiver of Fourth Quarter Incentive Compensation. The Company and the
Manager agree that no incentive compensation, as determined by the above
amendment to Section 6(b) of the Amended and Restated Agreement, shall be
payable to the Manager with respect to the quarter ending December 31, 2000 in
light of the inclusion in income for such quarter of substantial deferred
interest collected on an impaired loan. Such deferred interest would have been
spread over prior periods if the loan was not impaired and hence to include the
full deferral amount in the fourth quarter effectively distorts the return to
the Company for such period. The parties did not intend for incentive
compensation to be payable in this event.

       SECTION 3. EFFECTIVE DATE. This First Amendment shall become effective as
of December 31, 2000. From and after such effective date, all references in the
Amended and Restated Agreement and any other document or instrument entered into
in connection therewith, to the Amended and Restated Agreement shall be deemed
to be references to the Amended and Restated Agreement as hereby amended. This
First Amendment is limited, and except as set forth herein, shall not constitute
the modification, acceptance or waiver of any provision of the Amended and
Restated Agreement, or any other document or instrument entered into in
connection therewith.

       SECTION 4. EXECUTION IN COUNTERPARTS. This First Amendment may be
executed in counterparts by the parties hereto, each of which counterparts when
executed and delivered shall be an original, but all of which together shall
constitute one and the same instrument. A complete set of counterparts shall be
lodged with the Company and the Manager.

       SECTION 5. CONTROLLING LAW. This First Amendment and the rights and
obligations of the parties hereunder shall be construed in accordance with and
governed by the laws of the State of Nevada.


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


                                        SPECIALTY MORTGAGE TRUST, INC.


                                        By:     /s/ Nello Gonfiantini III
                                           -------------------------------------

                                        Name:   Nello Gonfiantini III
                                             -----------------------------------

                                        Title:  President
                                              ----------------------------------



                                        SPECIALTY FINANCIAL


                                        By:     /s/ Grace C. Caudill
                                           -------------------------------------

                                        Name:   Grace C. Caudill
                                             -----------------------------------

                                        Title:  Corporate Secretary and Manager
                                              ----------------------------------


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