Exhibit 10.1


                       FIFTH AMENDMENT TO CREDIT AGREEMENT

         This FIFTH AMENDMENT TO CREDIT AGREEMENT (this "Amendment"), made and
entered into as of March 29, 2003, is by and between MATRIX BANCORP, INC., a
Colorado 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 December
27, 2000, as amended by a First Amendment to Credit Agreement dated as of March
5, 2001, a Second Amendment to Credit Agreement dated as of July 27, 2001, a
Third Amendment to Credit Agreement dated as of December 26, 2001 and a Fourth
Amendment to Credit Agreement dated as of March 31, 2002 (as amended, the
"Credit Agreement"); and

         B. The Borrower desires to amend certain provisions of the Credit
Agreement, and the Lenders 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 definition of "Termination  Date" contained in Section
         1.1 of the Credit  Agreement is hereby  amended in its entirety to read
         as follows:

                           "Termination Date": The earliest of (a) March 31,
                  2004, (b) the date on which the Revolving Commitments are
                  terminated pursuant to Section 7.2 hereof or (c) the date on
                  which the Revolving Commitment Amounts are reduced to zero
                  pursuant to Section 2.8 hereof.

                  2.2 Section 6.15(c) of the Credit  Agreement is hereby amended
         in its entirety to read as follows:

                           (c) Net Income. The Borrower shall not permit Matrix
                  Bank's Net Income, as of the last day of any fiscal quarter,
                  for the four consecutive fiscal quarters ending on such date,

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                  to be less than: (a) $3,500,000 as of March 31, 2003, (b)
                  $2,700,000 as of June 30, 2003, and (c) $7,500,000 as of the
                  end of each fiscal quarter thereafter.

                  2.3 Section 6.15(f) of the Credit  Agreement is hereby amended
         in its entirety to read as follows:

                           (f) Classified Assets. The Borrower shall not permit
                  Matrix Bank to have a ratio (stated as a percentage) of
                  Classified Assets to total assets at any time greater than:
                  (a) 4% from January 1, 2003 to and including March 31, 2004,
                  and (b) 3% at any time thereafter.

         Section 3.  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:

                  3.1 This Amendment duly executed by the Borrower.

                  3.2 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 December 27, 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.

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

                  3.4 The  Consent  and  Agreement  of  Guarantors,  in the form
         attached hereto as Exhibit A, duly executed by each Guarantor.

                  3.5 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.

         Section 4. Defaults and Waivers.

                  4.1 Events of Default and Unmatured Events of Default.

                           (a) Net Income. Under Section 6.15(c) of the Credit
                  Agreement, the Borrower agreed that it would not permit Matrix
                  Bank's Net Income, as of the last day of any fiscal quarter,

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                  for the four consecutive fiscal quarters ending on such date,
                  to be less than $7,500,000. The Borrower has informed the
                  Agent that as of December 31, 2002, the Net Income of Matrix
                  Bank was less than $7,500,000. As a result, an Event of
                  Default has occurred under Section 7.1(c) of the Credit
                  Agreement.

                           (b) Capital Expenditures. Under Section 6.15(f) of
                  the Credit Agreement, the Borrower agreed that it would not
                  permit Matrix Bank to have a ratio (stated as a percentage) of
                  Classified Assets to total assets at any time greater than 3%
                  at any time thereafter. The Borrower has informed the Agent
                  that on and after September 30, 2002, such ratio exceeded 3%.
                  As a result, an Event of Default has occurred under Section
                  7.1(c) of the Credit Agreement.

                  4.2  Waiver.  Upon the date on which  this  Amendment  becomes
         effective, the Agent and the Banks hereby waive the Borrower's Defaults
         and Events of Default  described in the preceding  Sections  4.1(a) and
         4.1(b) (the "Existing  Defaults").  The waiver of the Existing Defaults
         set forth above is limited to the express  terms  thereof,  and nothing
         herein  shall be  deemed a waiver by the Agent or any Bank of any other
         term, condition,  representation or covenant applicable to the Borrower
         under the Credit  Agreement  (including  but not  limited to any future
         occurrence  similar  to the  Existing  Defaults)  or  any of the  other
         agreements,   documents  or  instruments   executed  and  delivered  in
         connection  therewith,  or of  the  covenants  described  therein.  The
         waivers set forth herein shall not constitute a waiver by the Agent nor
         any Bank of any other  Default or Event of Default,  if any,  under the
         Credit  Agreement,  and shall not be,  and shall not be deemed to be, a
         course of action with respect  thereto upon which the Borrower may rely
         in the future,  and the Borrower hereby  expressly  waives any claim to
         such effect.

         Section 5. Representations, Warranties, Authority, No Adverse Claim.

                  5.1 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.

                  5.2 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
         action,  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

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<PAGE>

         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  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.

                  5.3 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 6. 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 7. 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 8.  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

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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.

         Section 9.  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 10.  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  11.  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 12.  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 13. 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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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed as of the date and year first above written.

                                       MATRIX BANCORP, INC.


                                       By
                                         ------------------------------------
                                         Its
                                            ---------------------------------


                                       U.S. BANK NATIONAL ASSOCIATION


                                       By
                                         ------------------------------------
                                         Its
                                            ---------------------------------









            [Signature Page to Fifth Amendment to Credit Agreement]


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