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                                                                   EXHIBIT 3.01

                      EXTENSION OF MANAGEMENT AGREEMENT

                                    AMONG

                              LIBERTE INVESTORS

                                     AND

                            LOMAS MANAGEMENT, INC.

                                     AND

                         LOMAS FINANCIAL CORPORATION

        THIS AGREEMENT, made effective as of the 1st day of July, 1994, by and
among LIBERTE INVESTORS (formerly known as LOMAS & NETTLETON MORTGAGE
INVESTORS), a real estate investment trust formed under the laws of the
Commonwealth of Massachusetts (herein called the "Trust"), Lomas Management,
Inc., a Nevada corporation (herein called the "Manager") and Lomas Financial
Corporation, a Delaware corporation (herein called "LFC"), to the Management
Agreement dated as of July 1, 1992, as amended, by and among the Trust, the
Manager and LFC (hereinafter called the "Management Agreement"):

                                 WITNESSETH:

        WHEREAS, the Management Agreement, as amended and extended, expires on
June 30, 1994, but may be extended only with the consent of the parties
thereto; and

        WHEREAS, any extension of the Management Agreement must be executed in
writing by the parties thereto no more than six (6) months and no less than (3)
months before the expiration of the Management Agreement or any extension
thereof; and
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        WHEREAS, the Trust, the Manager and LFC are desirous of extending the
Management Agreement in accordance with the provisions of Section 15 thereof as
set forth below:

        NOW, THEREFORE, in consideration of the premises and the mutual
covenants herein contained, the Trust, the Manager and LFC do hereby agree and
consent (i) to a waiver of the requirement that an extension of the Management
Agreement be executed no more than six (6) months and no less than three (3)
months prior to June 30, 1994, and (ii) to an extension of the Management
Agreement upon the presently existing terms and conditions thereof or as such
may hereafter be amended in writing by the parties thereto, for an additional
twelve (12) months from and after June 30, 1994, in accordance with Section 15
of the Agreement, which period corresponds to the fiscal year of the Trust.

        IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers thereunto duly authorized as of the day and year
first above written.

                                           LIBERTE INVESTORS

                                           By: /s/ TED ENLOE
                                               Ted Enloe, President 

                                           LOMAS MANAGEMENT, INC.

                                           By: /s/ CAREY B. WICKLAND
                                               Carey B. Wickland, President
                                               and Chief Operating Officer

                                            LOMAS FINANCIAL CORPORATION

                                            By: /s/ JESS HAY
                                                Jess Hay, Chairman of the Board
                                                and Chief Executive Officer