EMPLOYMENT
        AGREEMENT

       

      This
        Agreement is between Matrix Bancorp, Inc. (“Company”) and Scot Wetzel
        (“Executive”), and shall be effective as of January 11, 2006 (the “Effective
        Date”).

       

      1. Appointment.
        Company
        hereby appoints Executive to serve as Company’s President and Chief Executive
        Officer (“CEO”) throughout the Term specified below. Throughout the Term,
        Company will also recommend to the Nominating and Corporate Governance Committee
        of Company’s Board of Directors (the “Board”) that Executive be nominated to
        serve on the Board. Throughout the Term, if and to the extent permitted by
        applicable banking regulations and banking regulatory authorities, Company
        shall
        also cause Executive to be appointed and to serve as the President and CEO
        of
        Matrix Capital Bank (“Bank”) and shall cause him to be elected to serve as the
        Chairman of Bank’s board of directors (the “Bank Board”).

       

      2. Compensation.

       

      a. Salary
        and Salary Review.
        Company
        shall pay or cause Bank to pay Executive a total base salary from Company
        and
        Bank (the “Base Salary”) of $300,000 per year, which shall be payable in equal
        installments in accordance with Company’s standard payroll practice, less
        customary or legally required withholdings and deductions. Company may, in
        its
        sole discretion, increase Executive’s base salary, as and when Company deems
        appropriate, in which case new Executive’s base salary shall not thereafter be
        reduced. Executive shall receive directors fees or other compensation for
        serving as a director of Company or Bank if and to the extent that it is
        the
        general policy of Company or Bank to pay such fees to employee directors,
        in
        which event Executive shall be entitled to receive the same fees as would
        any
        other employee director serving in the same position. 

       

      b. Cash
        Bonuses.
        Executive will be eligible to participate in Company’s Executive Incentive Plan,
        as it may be amended, modified, or changed from time to time by the Compensation
        Committee of the Board of Directors. 

       

      c. Special
        Bonus.
        No
        later than January 15, 2006, Company shall pay Executive a one-time Special
        Bonus in the amount of $100,000, less legally required withholdings and
        deductions.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      d. Stock
        Options.
        On or
        before the date of this Agreement, Company’s Compensation Committee shall grant
        Executive two options (the “Options”) to purchase an aggregate of 200,000 shares
        of Company’s common stock (the “Stock”) at an exercise price per share of $19,
        which price is equal to or greater than the fair market value of the Stock
        on
        the date hereof and will be equal to or greater than the fair market value
        of
        the Stock on the date of grant by the Compensation Committee. The Options
        shall
        vest 20% per year on each anniversary of the actual grant date for five years.
        Of the 200,000 Options, the first 100,000 Options (the “Plan Option”) shall be
        subject to and granted in accordance with the terms and conditions of Company’s
        1996 Stock Option Plan in effect as of the Effective Date (the “Plan”). Because
        Section 3(c) of the Plan currently limits the amount of stock options that
        can
        be granted to any one person to 100,000 shares in any 365 day period, the
        second
        100,000 Options (the “Special Option”) will be subject to and granted in
        accordance with the terms and conditions of a new stock option plan (the
        “Special Plan”) that will be adopted by the Board of Directors for the purpose
        of granting the Special Option and certain other stock options which Company
        has
        agreed to issue but which cannot be granted under the terms of the Plan.
        The
        terms and conditions governing options granted under the Special Plan shall
        be
        substantially identical to those governing options granted under the Plan.
        Company agrees to submit the Special Plan and the Special Option to its
        shareholders for approval at its next annual or special meeting of shareholders,
        which is currently expected to occur on or about June 15, 2006, and to register
        the shares of common stock underlying the Special Plan with the Securities
        and
        Exchange Commission on Form S-8. If for any reason the Special Plan or the
        Special Option is disapproved by the shareholders or is not approved within
        thirty (30) days of the date of the next annual or special meeting of Company’s
        shareholders, then the grant of the Special Option shall be cancelled and
        of no
        further effect. If the Special Option is so cancelled, Executive shall have
        the
        right to receive from Company payment in cash of $950,000 (the “Cash Option
        Payment”) as liquidated damages on account of Company’s failure to provide the
        Special Option to Executive. The Cash Option Payment shall be paid by Company
        on
        the first business day after the thirty (30) day period following the
        shareholders meeting if the Special Option has not been approved by Company’s
        shareholders by that time, provided, however, that the Company may with
        Executive’s consent (such consent not to be unreasonably withheld) extend by a
        reasonable period of time the period within which the Company may seek to
        obtain
        the required shareholder approval. The Cash Option Payment is an agreement
        for
        liquidated damages between the parties on account of the breach of the Agreement
        by Company resulting from Company’s failure to deliver the Special Option as
        agreed and does not purport to represent the fair value of the Special Option;
        rather, the Cash Option Payment has been determined by arms length negotiations
        between Company and Executive, considering, among other factors, the importance
        of the Options to Executive’s decision to accept Company’s offer of employment
        in December of 2005, Executive’s determination to accept the other terms of this
        Agreement, including its term, minimum salary and benefits payable upon
        termination, Executive’s assessment of Company’s future prospects, and hence its
        stock price, during the ten year term of the Special Option if Executive
        remains
        employed by Company for that entire period of time and in consideration of
        Executive’s waiver of his right to declare a breach of this Agreement for the
        Company’s failure to provide the Special Options. Accordingly, and considering
        the difficulty in ascertaining damages for a breach of Company’s obligation to
        provide the Special Option, the parties agree that the Cash Option Payment
        will
        constitute liquidated damages for such breach and that Executive’s receipt of
        the Cash Option Payment shall be a complete waiver of any claims or rights
        of
        Executive resulting from such breach, irrespective of the value placed on
        the
        Special Option in other contexts, including but not limited to the value
        used in
        the Company’s financial statements pursuant to FAS 123R. 

       

      e. Contract
        Expenses.
        Company
        shall reimburse Executive for the costs and expenses, including reasonable
        legal
        fees, that he incurs in connection with the review, drafting and negotiation
        of
        this Agreement and any other contemporaneous written agreements between
        Executive and Company contemplated by this Agreement. 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      3. Fringe
        Benefits.

       

      a. Insurance.
        Executive and Executive’s dependents shall be eligible for coverage under the
        group insurance plans made available from time to time to Company’s executive
        and management employees. The premiums for the coverage of Executive and
        Executive’s dependents under that plan shall be paid pursuant to the formula in
        place for other executive and management employees covered by Company’s group
        insurance plans. 

       

      b. Vehicle
        Allowance and Travel Reimbursements.
        Company
        shall provide Executive with a vehicle allowance of $750 per month, payable
        in
        equal installments at the same time Executive’s salary installments are paid.
        Such payments shall be in addition to, and not a substitute for, Company’s
        obligation to reimburse Executive for business travel that Executive conducts
        in
        Executive’s personal vehicle at the same rates as are set from time to time by
        the Board for business travel by its executive and management employees pursuant
        to Section 3.c below. 

       

      c. Expenses.
        Subject
        to Company’s policies and procedures for the reimbursement of business expenses
        incurred by its executive and management employees, Company shall reimburse
        Executive for all reasonable and necessary expenses incurred by Executive
        in
        connection with Executive’s performance of Executive’s duties under this
        Agreement, including expenses incurred as a director of Company or of Bank,
        all
        in accordance with its policies and procedures relating to executive employee
        expense reimbursements. 

       

      d. Country
        Club.
        Company
        shall pay all annual membership dues and incidental fees associated with
        Executive’s membership and use of privileges at one country club of Executive’s
        choosing.

       

      e. Professional
        Organizations.
        Company
        shall pay directly, or reimburse Executive for, dues, membership fees and
        incidental expenses associated with Executive’s membership in and participation
        in professional or service organizations, including the Young President’s
        Organization, that in Executive’s reasonable discretion relate to or advance his
        effectiveness in serving Company.

       

      f. Life
        Insurance.
        Company
        shall provide Executive with life insurance benefits comparable to those
        afforded to its other executive employees. 

       

      g. Miscellaneous
        Benefits.
        Executive shall receive all fringe benefits that Company may from time to
        time
        make available generally to its executive and management employees.

       

      4. Paid
        Leave.

       

      a. Vacation.
        During
        each year of continuous, full-time employment, Executive shall earn four
        (4)
        weeks per year of paid vacation time, which vacation time shall accrue in
        accordance with Company policy applicable to Company’s executive and management
        employees as set forth in Company’s Employee Handbook as in effect from time to
        time. 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      b. Sick
        Leave and Holidays.
        Executive shall receive paid sick leave and holidays under the guidelines
        for
        such leave applicable from time to time to Company’s executive and management
        employees.

       

      5. Term
        and Termination.

       

      a. Term.
        Unless
        earlier terminated pursuant to this Section 5, the initial term of this
        Agreement shall be 3 years beginning on the date of this Agreement. Upon
        the
        expiration of the initial term, or any subsequent renewal term, this Agreement
        shall automatically renew for a renewal term of 1 year, unless no fewer than
        three (3) months before the expiration of the initial term, or any subsequent
        renewal term, either party gives the other written notice of its or his
        intention not to renew this Agreement upon its expiration (the initial term
        together with any renewal terms are referred to herein as the
“Term”).

       

      b. Termination
        by Consent.
        This
        Agreement may be terminated at any time by the parties’ mutual agreement,
        expressed in writing.

       

      c. Termination
        by Executive.

       

      i. Executive
        may terminate this Agreement before the end of its initial term or any renewal
        term upon thirty (30) days’ prior written notice, in which case Company’s only
        obligation to Executive with respect to compensation shall be payment of
        salary,
        accrued, unused vacation compensation earned as of the-last date bona fide
        services are performed for Company under this Agreement (the “Termination
        Date”). 

       

      ii. Executive
        may, by written notice to Company made not less than sixty (60) days before
        the
        Termination Date, elect to terminate his employment on the basis of “good
        reason” if: (a) Company commits a material breach of its obligations under
        Section 1 of this Agreement; or (b) there is a material reduction of Executive’s
        duties, authority or status other than reductions or limitations imposed
        by law
        or regulatory authority; or (c) a material change of the principal location
        in
        which Executive is required to perform his duties hereunder without Executive’s
        prior consent (it being agreed that any location within the Denver, Colorado
        metropolitan area shall not be deemed a material change); or (d) a material
        reduction in (or a failure to pay or provide) Executive’s compensation or
        benefits payable under this Agreement, other than Company’s failure to deliver
        the Special Options under Section 2.d of this Agreement if the Cash Option
        Payment is made or as otherwise permitted by this Agreement; or (e) any other
        material breach by Company of this Agreement. Any such notice of termination
        by
        Executive for “good reason” shall specify the circumstances constituting “good
        reason” and shall afford Company an opportunity to cure such circumstances at
        any time within the thirty (30) day period following the date of such notice.
        If
        Company does cure such circumstances within said thirty (30) day period,
        the
        notice of termination shall be withdrawn by Executive and of no further force
        and effect. In the event that the circumstances cited in Executive’s notice are
        not cured within the thirty (30) days after the notice, this Agreement shall
        be
        terminated sixty (60) days after Executive’s original written notice and such
        termination shall be treated in all respects as if it had been a termination
        of
        employment by Company without cause under Section 5.d of this Agreement.
        

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      iii. If
        at any
        time during the Term of this Agreement, Guy A. Gibson ceases to serve as
        Chairman of the Board of Directors of Company, then Executive may, by written
        notice to the Company no later than sixty (60) days after the appointment
        of the
        Chairman of the Board replacing Gibson (unless Executive is the Chairman
        replacing Gibson), elect to terminate his employment, which termination shall
        be
        treated for all purposes (other than Section 7) as a termination on the basis
        of
“good reason” within the meaning of the preceding paragraph. 

       

      d. Termination
        by Company Without Cause.
        Company
        may in its sole discretion terminate Executive’s employment at any time without
        cause. In such an event, the following terms will apply:

       

      i. Company
        shall pay Executive severance compensation equal to Executive’s Base Salary for
        the longer of one year or the remaining initial term of this Agreement which
        shall be payable ratably over the period of time during the Restricted Period,
        as defined in Section 7 of this Agreement, payable in equal installments
        in
        accordance with Company’s standard payroll practice, less legally required
        withholdings and deductions, provided, however, that all payments of severance
        compensation for the first six (6) months after the Termination Date (the
        “Deferral Period”) shall be withheld by Company and not paid to Executive until
        after the end of the Deferral Period, at which time all payments attributable
        to
        the Deferral Period (the “Deferred Amounts”) shall be paid to Executive in a
        lump sum, less required deductions and withholdings. Payment of the Deferred
        Amounts shall be made before the end of the Deferral Period in the event
        of (A)
        Executive’s death or (B) a determination by Company’s counsel that such an
        earlier payment of the Deferred Amounts will not be subject to the additional
        tax imposed by Section 409A of the Internal Revenue Code, as amended (the
        “Code”) or any successor provision of the Code. If and to the extent that any
        other payments or benefits to Executive are triggered by the termination
        of
        Executive’s employment and would be, in the Company’s judgment, subject to the
        additional tax imposed by Code Section 409A, then such other payments and
        benefits will also be treated as Deferred Amounts under this subparagraph.
        The
        parties further agree to cooperate to amend this Agreement with the goal
        of
        giving Executive the economic benefits described herein in a manner that
        does
        not result in any such tax being imposed. In any event, however, Company
        shall
        not be required to make any payments of severance compensation or other
        post-termination benefits under this Agreement until such time as Executive
        shall deliver to Company a complete release of any claims against Company,
        its
        officers, directors, employees, agents or affiliates arising out of or related,
        directly or indirectly, to his employment by Company or Bank or this Agreement,
        provided, however, that no such release shall operate to release, waive or
        limit
        Executive’s rights to continuing coverage under Company’s directors and officers
        insurance under Section 6 of this Agreement or to indemnification and
        advancement of expenses from Company under the Indemnification Agreement
        between
        Company and Executive attached hereto as Exhibit
        A
        or
        otherwise. 

       

      ii. If
        and to
        the extent that Executive remains eligible after such termination to receive
        cash bonuses under the terms of Company’s
        Executive Incentive Plan, as it is in effect at the time of Executive’s
        termination without cause, on account of services provided to Company by
        Executive prior to the date of such termination, then Executive shall be
        awarded
        and paid a cash bonus in accordance with the terms of the Executive Incentive
        Plan, proportionately reduced to reflect any partial year of employment,
        which
        bonus, if awarded, will be treated as Deferred Amounts and withheld for the
        Deferral Period if and to the extent required by the terms of the preceding
        paragraph i. 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      iii. Company
        shall continue to provide to Executive and his family, at Company’s expense, for
        the maximum period permitted by COBRA, all health insurance and other benefits
        described in Section 3 above that are subject to COBRA, on the same terms
        and
        conditions, and at the same cost, if any, to Executive, as such benefits
        had
        been provided to Executive before the Termination Date.

       

      iv. Company
        shall permit Executive to exercise all options to purchase Company’s stock that
        had vested as of the Termination Date for a period of thirty (30) days after
        the
        Termination Date or such longer period as may be permitted by the Plan, the
        Special Plan or Company’s Compensation Committee, provided, however, that in any
        event Executive’s exercise of options and sale of Company stock shall at all
        times be subject to all restrictions made applicable by any securities law
        or
        regulation to persons holding positions such as Executive holds with Company.
        

       

      e. Termination
        by Company With Cause.
        Company
        may terminate this Agreement effective immediately, with Company’s only
        obligation being the payment of salary and accrued, unused vacation compensation
        earned as of the date of termination, by written notice to Executive if
        Executive: (i) commits a material violation of this Agreement; or
        (ii) engages in any of the following forms of misconduct: commission of any
        act involving dishonesty or moral turpitude; theft of Company’s property; or
        willful misconduct, including but not limited to willful disregard of any
        directive of the Chairman of the Board or the Board (either of (i) or (ii)
        being
        deemed to be “with cause” hereunder). The written notice from Company to
        Executive shall disclose, in reasonable detail, the basis on which Company
        believes that Executive’s termination is with cause. If Executive provides
        written notice to Company of Executive’s intent to dispute the existence of such
        cause within twenty four (24) hours of Executive’s receipt of Company’s notice
        of termination with cause, Company shall permit Executive to appear at a
        Board
        meeting (which meeting may be telephonic) to present Executive’s response to the
        written notice. With prior notice to the Company, Executive’s personal attorney
        will be allowed to attend such Board meeting. No later than two (2) business
        days after such meeting, the Board shall determine whether (a) to rescind
        its
        termination of Executive’s employment, (b) to reclassify such termination as a
        termination without cause, or (c) to affirm the termination with cause. Company
        shall promptly notify Executive of any such determination in writing. If
        Executive does not dispute the existence of cause for his termination, such
        termination shall be effective on the date set forth in the original notice
        of
        termination. If Executive disputes the existence of cause for his termination
        before the Board and such termination is not rescinded, such termination
        shall
        be effective on the first to occur of (i) the date set forth in the original
        notice of termination or (ii) the date of the Board’s determination to
        reclassify or affirm the termination. 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      f. Gross
        Up for Excess Taxes.
        

       

      i. If
        any
        payment or benefit provided by Company to or for the benefit of the Executive,
        whether paid or payable or distributed or distributable pursuant to the terms
        of
        this Agreement or otherwise, including, by example and not by way of limitation,
        acceleration by the Company or otherwise of the date of payment under any
        plan,
        program, arrangement or agreement of Company (a “Payment”) is subject to the
        excise tax imposed by Code section 4999 or any interest or penalties with
        respect to such excise tax (the “Excise Tax”), then Company shall make such
        additional payments to Executive (the Excise Tax Gross Up Payments”) as are
        necessary to provide Executive with enough funds to pay the Excise Tax, as
        well
        as any additional taxes (other than the 409A Tax, as defined below), including
        but not limited to additional Excise Tax, attributable to or resulting from
        the
        payment of the Excise Tax Gross Up Payments, with the end result that Executive
        shall be in the same position with respect to his tax liability (other than
        the
        409A Tax) as he would have been in if no Excise Tax had ever been imposed.
        

       

      ii. If
        any
        Payment provided to Executive by Company pursuant to this Agreement is subject
        to the tax imposed by Section 409A of the Code, including any interest or
        penalties incurred by Executive with respect to such tax (such tax, interest
        and
        penalties are hereinafter collectively referred to as the “409A Tax”), then
        Executive shall be entitled to receive an additional payment (a “409A Gross-Up
        Payment”) in an amount such that the remaining balance of the Gross-Up Payment
        after reduction for the amount of the incremental taxes imposed upon the
        Gross-Up Payment (including any state and federal income or payroll taxes
        and
        409A Tax imposed on the 409A Tax reimbursed by Company but excluding any
        state
        and federal income or payroll taxes on any Payment and excluding any Excise
        Tax), is equal to the 409A Tax imposed upon the Payment, provided, however,
        that: (A) Company’s obligation to make a 409A Gross Up Payment shall be limited
        to an amount equal to three times the 409A Tax (not including for this
        purpose 409A Tax attributable to the payment of any portion of the 409A
        Gross Up Payment); (B) Executive may elect to waive his right to any 409A
        Gross
        Up Payment if Executive believes, in his sole discretion, that his receipt
        of
        such payment will cause additional 409A Tax beyond the amount of the 409A
        Gross
        Up Payment; (C) if (1) Executive is a “specified person” within the meaning of
        Sections 409A(a)(2)(B)(ii) of the Code, and (2) as a result of Executive’s
“separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the
        Code Executive would receive any Payment that, absent the application of
        this
        subparagraph (C), the parties agree would be subject to the interest and
        additional tax imposed pursuant to Section 409A(a) of the Code as a result
        of
        the application of Section 409A(a)(2)(B)(i) of the Code, then no such Payment
        shall be made prior to the date that is the earliest of: (a) 6 months after
        Executive’s separation from service, (b) Executive’s date of death, or (c) such
        other date on which such Payment will not be subject to such interest and
        additional tax, and (D) because it is the intent of the parties that all
        compensation and benefits, including severance and other post-termination
        compensation, provided under this Agreement be paid to Executive and that
        all
        Payments not be subject to 409A Tax, then to the extent that any such
        compensation and benefits could become subject to 409A Tax, the parties agree
        to
        cooperate to amend this Agreement in a manner that ensures that Executive
        receives all of the Payments and all of the economic benefits that are intended
        to be derived from the Payments and, to the extent practicable, that does
        not
        result in 409A Tax being imposed. 

       

      6. Indemnification
        and Directors and Officers’ Insurance.

       

      a. A
        copy of
        the Indemnification Agreement between Company and the CEO, executed
        contemporaneously with this Agreement, is attached hereto as Exhibit
        A.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      b. Company
        shall provide and maintain directors’ and officers’ liability insurance policies
        in a commercially reasonable amount, as determined by Company’s Board of
        Directors in its discretion, covering Executive to the same extent that Company
        provides such coverage for its other executive officers. Such insurance coverage
        shall continue as to Executive even if he has ceased to be a director, employee
        or agent of Company with respect to acts or omissions that occurred prior
        to his
        cessation of employment with Company. Notwithstanding the foregoing, however,
        if
        Company shall cease to maintain directors’ and officers’ liability insurance
        policies covering Executive and other executive officers by reason of: (i)
        a
        consolidation, merger, sale or other reorganization of Company; (ii) any
        person
        or entity or group of persons or entities acting in concert acquiring management
        control of Company; or (iii) the insurers providing such insurance canceling
        or
        refusing to renew such insurance, then Executive shall have coverage only
        to the
        extent provided in any run-off policies extending the period during which
        Company or Executive may give the insurers notice of a claim under the
        terminated directors’ and officers’ liability insurance policies. Company shall
        take all reasonable actions to ensure that it obtains such run-off policies
        and
        that such run-off policies extend the claims reporting period through any
        applicable statutes of limitations, but nothing in this section shall obligate
        Company to obtain extraordinary insurance coverage for Executive. Insurance
        contemplated under this Section 6 shall inure to the benefit of Executive’s
        heirs, executors and administrators.

       

      7. Confidentiality,
        Noninterference and Non-compete.

       

      a. Executive
        understands, acknowledges, and agrees that during the course of his employment,
        he will have access to technical, business, and customer information, materials,
        and data relating to Company’s and Bank’s business that have not been released
        to the public, including, but not limited to, confidential information,
        materials, or proprietary data belonging to Company or Bank (collectively,
        “Confidential Information”). Executive also understands, acknowledges, and
        agrees that all Confidential Information is the property of Company and/or
        Bank.
        Executive agrees to hold and safeguard all Confidential Information and agrees
        not to disclose or divulge any Confidential Information to any person, firm,
        corporation, business, or any other entity without the written authorization
        of
        an officer or director of Company or as required by Executive’s performance of
        services under this Agreement. Notwithstanding the foregoing, this Agreement
        shall not prohibit Executive from responding to any subpoena or court order,
        or
        from disclosing any information that has entered the public domain other
        than as
        a result of Executive’s violation of any legal duty of
        nondisclosure.

       

      b. For
        purposes of this Agreement, the “Restricted Period” shall be any period with
        respect to which Executive is paid severance compensation pursuant to Section
        5(d), above (including the Deferral Period), or, if Executive resigns without
        “good reason” pursuant to Section 5.c.i above, then it shall be the twelve (12)
        month period following the effective date of the resignation. During the
        Restricted Period, other than the period following a resignation under Section
        5.c.iii, Executive shall
        not
        (except on behalf of Company or with Company’s prior written consent), directly
        or indirectly, (i) solicit
        the business of any of Company’s or Bank’s customers or clients, (ii) hinder,
        disrupt or otherwise interfere with Company’s or Bank’s ongoing business
        relationship with any of their respective customers or clients, (iii) solicit
        the employment of any employee of Company or Bank or (iv) encourage, counsel
        or
        otherwise cause any employee of Company or Bank to terminate the employee’s
        employment relationship with Company or Bank. 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      c. In
        the
        event of Executive’s resignation from employment under Section 5.c.i. or 5.c.iii
        of this Agreement, Company may, no later than five (5) business days after
        the
        effective date of such resignation, elect to impose on Executive a restriction
        against competing with Company (the “Non-Compete”) for a period of up to twelve
        (12) months after termination (the “Non-Compete Period”) by (i) giving written
        notice to the Executive of such election, including the number of months
        that
        Company is electing to impose the Non-Compete and (ii) beginning one month
        after
        the date of termination, paying Executive $31,500 (a “Non-Compete Payment”) each
        month that the Non-Compete is in effect (a “Non-Compete Purchase Election”),
        such payment being made in arrears for the preceding month.. After the
        Non-Compete Purchase Election has been made, Company may not extend the
        Non-Compete Period without Executive’s consent. During the Non-Compete Period,
        Executive may not
        (except on behalf of the Company or with the Company’s prior written consent),
        directly or indirectly, (i) engage in the Company’s business or the Bank’s
        Business (collectively, the “Business”) in the state of Colorado or any other
        state where, as of the date of termination, the Company has existing banking
        operations or other sales offices or has invested a substantial amount of
        effort
        or money with the intent of establishing banking operations or sales offices
        (the “Territory”),
        (ii)
        interfere with the Business, or (iii) own, manage, control, participate in,
        consult with, render services for or in any manner engage in or represent
        any
        business within the Territory that is competitive with the Business as such
        business is conducted or proposed to be conducted from and after the date
        of
        this Agreement. Nothing herein shall prohibit Executive from being a passive
        owner of not more than five percent (5%) of the outstanding stock of any
        class
        of a corporation which is publicly traded, so long as Executive has no active
        participation in the business of such corporation. A Non-Compete Payment
        shall
        not reduce or otherwise affect the obligation of Company, if any, to provide
        post-termination compensation or benefits to Executive. If
        Executive breaches the Non-Compete during the Non-Compete Period, Company
        may
        cease making further Non-Compete Payments and Executive shall be obligated
        to
        repay all prior Non-Compete Payments to Company. If Company elects to impose
        a
        Non-Compete, any Non-Compete Payment will be deemed to be a Payment subject
        to
        Section 5.f. of this Agreement. 

       

      d. It
        is
        hereby acknowledged by the parties hereto that a breach by Executive of any
        of
        the covenants contained in this Section 7 will cause irreparable harm and
        damage
        to Company, the monetary amount of which may be virtually impossible to
        ascertain. As a result, Executive acknowledges and agrees that Company shall
        be
        entitled to an injunction from any court of competent jurisdiction enjoining
        and
        restraining any violation of any or all of the covenants contained in this
        Section 7 by Executive or any of his affiliates, associates, partners or
        agents,
        either directly or indirectly, and that any such injunction or other equitable
        relief shall be in addition to, and not a substitute for, any other remedies
        available to Company, including but not limited to money damages.  

       

      8. Successors
        and Assigns.
        Company, its successors and assigns may assign this Agreement to any person
        or
        entity in connection with (a) a consolidation, merger, sale or other
        reorganization of Company or Bank or (b) any person or entity or group of
        persons or entities acting in concert acquiring management control of Company
        or
        Bank. Any other transfer or assignment of this Agreement by Company shall
        only
        be made with Executive’s consent, which shall not be unreasonably withheld. This
        Agreement thereafter shall bind, and inure to the benefit of, Company’s
        successor or assign. Executive has no power or authority to assign either
        this
        Agreement or any right or obligation arising thereunder.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      9. Miscellaneous.

       

      a. Governing
        Law.
        This
        Agreement, and all other disputes or issues arising from or relating in any
        way
        to Company’s relationship with Executive, shall be governed by the internal laws
        of the State of Colorado, irrespective of the choice of law rules of any
        jurisdiction; except that Executive’s rights and obligations in relation to
        indemnification shall be governed by the laws of the state in which Company
        is
        incorporated.

       

      b. Severability.
        If any
        court of competent jurisdiction declares any provision of this Agreement
        invalid
        or unenforceable, the remainder of the agreement shall remain fully enforceable.
        To the extent that any court concludes that any provision of this Agreement
        is
        void or voidable, the court shall reform such provision(s) to render the
        provision(s) enforceable, but only to the extent absolutely necessary to
        render
        the provision(s) enforceable.

       

      c. Integration.
        This
        Agreement constitutes the entire agreement of the parties and a complete
        merger
        of prior negotiations and agreements and, except as provided in the preceding
        subparagraph, shall not be modified except in a writing signed by Executive
        and
        Company.

       

      d. Waiver.
        No
        provision of this Agreement shall be deemed waived, nor shall there be an
        estoppel against the enforcement of any such provision, except by a writing
        signed by the party charged with the waiver or estoppel. No waiver shall
        be
        deemed continuing unless specifically stated therein, and the written waiver
        shall operate only as to the specific term or condition waived, and not for
        the
        future or as to any act other than that specifically waived.

       

      e. Construction.
        Headings in this Agreement are for convenience only and shall not control
        the
        meaning of this Agreement. Whenever applicable, masculine and neutral pronouns
        shall equally apply to the feminine genders; the singular shall include the
        plural and the plural shall include the singular. The parties have reviewed
        and
        understand this Agreement, and each has had a full opportunity to negotiate
        the
        Agreement’s terms and to consult with counsel of their own choosing. Therefore,
        the parties expressly waive all applicable common law and statutory rules
        of
        construction that any provision of this Agreement should be construed against
        the drafter, and agree that this Agreement and all amendments thereto shall
        be
        construed as a whole, according to the fair meaning of the language
        used.

       

      f. Disputes.
        Any
        action arising from or relating any way to this Agreement, or otherwise arising
        from or relating to Executive’s employment with Company, shall be tried only in
        the state or federal courts situated in Denver, Colorado. The parties consent
        to
        jurisdiction and venue in those courts to the greatest extent possible under
        law.

       

      [SIGNATURES
        FOLLOW]

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

        

      
        
          	 	EXECUTIVE	 	 	COMPANY
	 	Scot
                  Wetzel:	 	 	Matrix
                  Bancorp,
                  Inc.
	 	 	 	 	 
	
                  By:

                	 /s/Scot
                  T. Wetzel	 	
                  By:


                	 /s/Guy
                  A. Gibson
	 	 	 	 	 
	
                  Date:

                	
                   3/15/06

                	 	
                  Date:

                	 

                   3/15/06

                


        

         

      

      
        
          
          

        

        
          11