**RETENTION,
      SEPARATION AND RELEASE AGREEMENT**





This
      Retention, Separation and Release Agreement (“Agreement”) is entered into as of
      this 4th day of November, 2005, between Matrix Bancorp, Inc. (the ‘Company”),
      Matrix Capital Bank (the “Bank”), Matrix Bancorp Trading, Inc., First Matrix
      Investment Services Corp., First Matrix, LLC, ABS School Services, LLC, Matrix
      Financial Services Corporation, Matrix Funding Corp., MTXC Realty Corp.,
      Sterling Trust Company (“Sterling”), The Vintage Group, Inc., Vintage Delaware
      Holdings, Inc., EquiMor Holdings, Inc., MSCS Ventures, Inc., Charter Facilities
      Funding, LLC, Charter Facilities Funding III LLC and Community Development
      Funding I, LLC (collectively, the “Employers”) and David W. Kloos (the
“Employee”).





**RECITALS**





**WHEREAS** ,
      as of
      the date hereof, the Company has commenced a private placement offering of
      its
      common stock (the “Offering”), the proceeds of which are to be used to fund an
      issuer tender offer, in which certain members of the Company’s current senior
      management have agreed to tender all of their shares of common stock and resign
      upon completion of the Offering;





**WHEREAS,** the
      Company and Employee have agreed and desire to memorialize that, in
      consideration for Employee agreeing to cancel and terminate his existing Change
      of Control Agreement with the Company, dated as of October 28, 2003 (the “Change
      of Control Agreement”), Employee shall receive a payment from the Company upon
      closing of the Offering;





**WHEREAS,** the
      Company’s proposed new management team has requested that Employee remain with
      the Employers in his current position, performing his current duties and
      responsibilities, and at his current base salary through June 30, 2006 in order
      to ensure for a smooth transition; and





**WHEREAS,** the
      Employers and the Employee desire to set forth the terms upon which Employee
      will remain with Employers and the terms of Employee’s separation from
      employment with Employers thereafter.





**NOW,
      THEREFORE** ,
      in
      consideration of the mutual promises and the terms and conditions set forth
      below and other obligations under this Agreement, the Employers and the Employee
      (collectively referred to as the “‘Parties”) hereby agree as
      follows:





**AGREEMENT**





1.  Effectiveness
      of Agreement .
      This
      Agreement is effective as of the date first set forth above; provided, however,
      to the extent the Offering is not consummated, this Agreement shall be null
      and
      void and of no further effect.





2.  Payments
      to Employee; Benefit Participation .





(a)  Subject
      to Section 2(e) hereof, in consideration for Employee’s agreement to cancel and
      terminate his Change of Control Agreement with the Company, the Company agrees
      to provide Employee with a payment of seven hundred sixty five thousand dollars
      ($765,000) upon the closing of the Offering. Upon such payment, Employee’s
      Change of Control Agreement shall be terminated and be of no further
      effect.








(b)  Subject
      to Section 2(e) hereof, at the close of business on each of March 31, 2006
      and
      June 30, 2006, the Employee shall receive from the Company a retention payment
      amounting to eighty one thousand two hundred fifty dollars ($81,250.00), less
      any applicable income and employment taxes required to be withheld therefrom
      pursuant to Section 14 hereof (the “Retention Payment”). The Retention Payment
      shall be in addition to Employee’s current base salary as in effect on the date
      hereof, which shall continue to be paid, less any applicable income and
      employment taxes required to be withheld therefrom pursuant to Section 14
      hereof. The payments to be provided hereunder shall be subject to Employees
      performance of his current duties and responsibilities (subject to oversight,
      direction and management by the Company’s new management) through June 30, 2006.
      Employers agree that provided that Employee satisfactorily performs his duties
      and responsibilities, it is the Employers’ intention to employ Employee through
      June 30, 2006. In the event of a dispute between the Employers and the Employee
      over whether Employee has properly performed his duties and responsibilities
      hereunder, the Compensation Committee shall consider whether Employee's
      performance was in accordance with the known published policies and procedures
      of Employers, and shall determine whether to withhold payments due to Employee
      hereunder, in whole or in part. To the extent that Employee disagrees with
      the
      decision of the Compensation Committee, Employee may utilize the dispute
      resolution procedures provided for in this Agreement.





(c)  Employee
      shall continue to receive his usual and customary board fees for attending
      meetings of the board of directors of the Bank and Sterling for so long as
      he
      shall remain a member of such boards of directors.





(d)  Until
      the
      Termination Date, Employee shall continue to participate in such benefits that
      are offered by the Employers generally to all employees.





(e)  (i)  Notwithstanding
      anything herein to the contrary, the payments to be made by Employers pursuant
      to this Section 2, as well as the payments to be made pursuant to a Stock Option
      Cancellation Agreement between the Company and Employee shall not exceed, in
      the
      aggregate, the safe harbor amounts set forth under Section 280G of the Internal
      Revenue Code of 1986, as amended, and the regulations thereunder.





(ii)  For
      purposes of this Section 2(e), in the event there is any disagreement between
      Employee and the Employers as to whether one or more payments to which Employee
      becomes entitled hereunder constitute “parachute payments” under Section 280G of
      the Code or as to whether the aggregate of such payments constitute “excess
      parachute payments” under the Code, such dispute will be resolved as
      follows:




(x)  In
      the
      event temporary, proposed or final regulations in effect at the time under
      Section 280G of the Code (or applicable judicial decisions) specifically address
      the status of any such payment or the method of valuation therefor, the
      characterization afforded to such payment by the regulations (or such decisions)
      will, together with the applicable valuation methodology, be
      controlling.




2


(y)  In
      the
      event regulations (or applicable judicial decisions) do not address the status
      of any payment in dispute, the matter will be submitted for resolution to a
      nationally-recognized independent accounting firm mutually acceptable to
      Employee and the Employers (“Independent Accountant”). The resolution reached by
      the Independent Accountant will be final and controlling; provided, however,
      that if in the judgment of the Independent Accountant, the status of the payment
      in dispute can be resolved through the obtainment of a private letter ruling
      from the Internal Revenue Service, a formal and proper request for such ruling
      will be prepared and submitted, and the determination made by the Internal
      Revenue Service in the issued ruling will be controlling. Employee shall share
      equally in the expenses incurred in connection with the retention of the
      Independent Accountant and (if applicable) the preparation and submission of
      the
      ruling request until Employee shall have expended $5,000 and, thereafter, any
      additional expenses shall be borne solely by the Employers.





3.  Termination
      of Employment Relationships .
      Subject
      to Section 17 hereof, the employment relationships between the Employee and
      the
      Employers shall terminate on June 30, 2006 (the “Termination Date”). Effective
      as of the Termination Date, the Employee agrees to resign all officer and
      employee positions (including all responsibilities attendant thereto) with
      each
      of the Employers, his membership on all Boards of Directors and Committees
      of
      each of the Employers and his positions as trustee or administrator with respect
      to any statutory business trusts formed by the Company.





4.  Benefits .
      (a) For
      a period of twelve (12) **** months
      from the Termination Date, which Termination Date shall be the “qualifying
      event” date under the Consolidated Omnibus Budget Reconciliation Act of 1985, as
      amended (“COBRA”), the Employee shall have the right to continue coverage under
      the Company’s medical and dental insurance programs as provided by COBRA, which
      coverage shall be provided at the Company’s expense.





(b)  Except
      as
      set forth in this Section 4 and as required by applicable law, the Employee
      shall not be entitled to participate in any benefit plans or programs provided
      to employees of the Employers following the Termination Date.





5.  No
      Other Payments Due .
      Except
      as provided in Section 2 and Section 4 hereof, the Employee shall not be
      entitled to any payments or other benefits following the Termination Date.
      The
      Employee further acknowledges that, subject to the above-referenced exceptions,
      there is no other compensation arising out of or as a result of his employment
      by the Employers.





6.  Release
      and Indemnification .
      (a) In
      consideration of the above, the sufficiency of which the Employee hereby
      acknowledges, the Employee, as of the Termination Date, on behalf of the
      Employee and the Employee’s heirs, executors and assigns, agrees to release and
      forever discharge the Employers and each of the Employers’ shareholders,
      parents, affiliates, subsidiaries, divisions, any and all current and former
      directors, officers, employees, agents, and contractors and their heirs and
      assigns, and any and all employee pension benefit or welfare benefit plans
      of
      the Employers, including current and former trustees and administrators of
      such
      employee pension benefit and welfare benefit plans (the “Released Parties”),
      from all claims, charges, or demands, in law or in equity, whether known or
      unknown, which may have existed or which may now exist from the beginning of
      time to the date of this Agreement, including, without limitation, any claims
      the Employee may have arising from or relating to the Employee’s employment
      relationships or termination from such relationships with the Employers,
      including a release of any rights or claims the Employee may have under Title
      VII of the Civil Rights Act of 1964, as amended, and the Civil Rights Act of
      1991 (which prohibit discrimination in employment based upon race, color, sex,
      religion and national origin); the Age Discrimination in Employment Act; the
      Americans with Disabilities Act of 1990, as amended, and the Rehabilitation
      Act
      of 1973 (which prohibit discrimination based upon disability); the Family and
      Medical Leave Act of 1993 (which prohibits discrimination based on requesting
      or
      taking a family or medical leave); **** Section
      1981 of the Civil Rights Act of 1866 (which prohibits discrimination based
      upon
      race); Section 1985(3) of the Civil Rights Act of 1871 (which prohibits
      conspiracies to discriminate); the National Labor Relations Act; the Colorado
      Labor Peace Act; the Employee Retirement Income Security Act of 1974, as amended
      (other than any accrued benefit(s) to which the Employee has a non-forfeitable
      right under any pension benefit plan)(which prohibits discrimination with regard
      to benefits); the Worker Adjustment and Retraining Notification Act; the
      Colorado Anti-Discrimination Act; the Fair Labor Standards Act; the Colorado
      Wage Claim Act; **** and
      any
      other federal, state or local laws against discrimination; or any other U.S.
      federal, state, or local statute, or common law relating to employment, wages,
      hours, or any other terms and conditions of employment. The release provided
      for
      herein includes a release by the Employee of any claims for wrongful discharge,
      breach of contract, torts or any other claims in any way related to the
      Employee’s employment relationships with or resignation or termination from each
      of the Employers. **The
      Employee understands that this is a general waiver and release of all claims,
      known or unknown, that the Employee may have against the Released Parties based
      on any act, omission, matter, cause or thing that occurred through the date
      the
      Employee signs this Agreement.** This
      release does not release the Employers from any obligations due to the Employee
      under this Agreement, or from any rights, claims or coverages to which Employee
      may be entitled in respect of or under any former, current or future insurance
      policies of the Employers and their affiliates; provided, however, that Employee
      specifically agrees to waive all rights, claims and coverages to which Employee
      may be entitled under the Bank Owned Life Insurance and/or Company Owned Life
      Insurance policies.





3


(b)  In
      consideration of the above, the sufficiency of which the Employers hereby
      acknowledge, as of the Termination Date, the Employers and their successors
      and
      assigns agree to release and forever discharge the Employee and the Employee’s
      heirs, executors and assigns, from all claims, charges, or demands, in law
      or in
      equity, whether known or unknown, which may have existed or which may now exist
      from the beginning of their period of employment with the Employers to the
      Termination Date, except for breaches regarding disclosure of confidential
      information or for conduct involving theft, fraud or embezzlement.





(c)  It
      is a
      condition hereof, and it is the Parties’ intention in the execution of the
      general release in this Section 6, that the same shall be effective as a bar
      to
      each and every claim hereinabove specified.





(d)  Through
      the Termination Date and from and after the Termination Date, the Employers
      shall indemnify and hold harmless the Employee against any costs or expenses
      (including reasonable attorney’s fees), judgments, fines, losses, claims,
      damages or liabilities incurred in connection with any claim, action, suit,
      proceeding or investigation, arising out of matters existing or occurring at
      or
      prior to the Termination Date, whether asserted or claimed prior to, at or
      after
      the Termination Date, arising in whole or in part out of or pertaining to the
      fact that he was a director, officer, manager, trustee, administrator or
      employee of the Employers, any affiliate thereof or of the Employers’ 401(k)
      Plan, to the fullest extent which such Employee would be entitled under the
      Amended and Restated Articles of Incorporation **** and
      Bylaws (or similar charter or other organizational documents) of the Employers
      or any such affiliate thereof, and the corporate laws of the respective
      jurisdictions of the Employers and such affiliates thereof as in effect on
      the
      date hereof.





4


7.  No
      Admission .
      This
      Agreement is not an admission by either the Employee or the Employers of any
      wrongdoing or liability.





8.  No
      Authority to Bind the Employers .
      As of
      the Termination Date, neither the Employee, nor any partner, agent or employee
      of the Employee, has authority to enter into any contracts that bind one or
      more
      of the Employers or create obligations on the part of any of the
      Employers.





9.  Non-Disparagement .
      As of
      the Termination Date, the Employee agrees not to make any oral or written
      statements or otherwise engage in any act that is intended or may reasonably
      be
      expected to harm the reputation, business, prospects or operations of the
      Employers or any of their respective directors or executive officers or any
      persons related to the foregoing. As of the Termination Date, the Employers
      further agree not to, and to use their reasonable best efforts to ensure that
      their directors and executive officers will not, make any oral or written
      statements to employees of the Company or other outside individuals or otherwise
      engage in any act which is intended or may reasonably be expected to harm the
      reputation, business or prospects of the Employee.





10.  Confidentiality;
      No Solicitation .
      (a) The
      Employee recognizes and acknowledges that the Employers’ and their affiliates’
trade secrets and confidential or proprietary information, are valuable, special
      and unique assets of their respective businesses. For purposes of this Agreement, a trade secret or confidential
      or
      proprietary information shall mean and include information treated as
      confidential or as a trade secret by the Employers or their affiliates,
      including but not limited to information regarding contemplated products,
      business and financial methods or practices, marketing techniques, customers,
      vendors, suppliers, trade secrets, training programs, manuals or materials,
      technical information, contracts, systems, procedures, mailing lists, know-how,
      trade names, improvements, pricing, price lists, or other data, business plans,
      litigation, regulatory investigations, strategy, code books, invoices and other
      financial statements, computer programs, software systems, databases, discs
      and
      printouts, other plans (technical or otherwise), customer and industry lists,
      supplier lists, correspondence, internal reports, personnel files, employee
      compensation, sales and advertising material which is or was used in the
      business of the Employers or their affiliates.





(b)  As
      of the
      Termination Date, the Employee will not, in whole or in part, disclose such
      trade secrets or confidential or proprietary information to any person, firm,
      corporation, association or other entity for any reason or purpose whatsoever,
      or make use of any such property for his own purposes or for the benefit of
      any
      person, firm, corporation or other entity (except the Employers) under any
      circumstances unless compelled to do so by applicable law. The Employee’s
      obligation under this Section shall not apply to any information that is
      generally available to the public, hereafter becomes available to the public
      without the fault of the Employee or is considered to be generic industry
      practice. The Employee agrees and acknowledges that all of such information,
      in
      any form, and copies and extracts thereof, are and shall remain the sole and
      exclusive property of the Employers and the Employee shall return to the
      Employers the originals and all copies of any such information provided to
      or
      acquired by the Employee in connection with the performance of his duties for
      the Employers, and shall return to the Employers all files, correspondence
      and/or other communications received, maintained and/or originated by the
      Employee during the course of his relationship with the Employers, and no copy
      of any such information shall be retained by him.





5


(c)  The
      Employee acknowledges that the agreements and covenants contained in this
      Section are essential to protect the value of the Employers’ respective
      businesses and assets and by virtue of his relationship with the Employers,
      the
      Employee has obtained knowledge, contacts, know-how, training, experience and
      other information relating to the Employers’ business operations, and there is a
      substantial probability that such knowledge, know-how, negative know-how,
      contacts, training, experience and information could be used to the substantial
      advantage of a competitor of the Employers and to the Employers’ substantial
      detriment. Accordingly, the Employee agrees that for a period of twelve (12)
      months from the Termination Date, the Employee will not directly or indirectly,
      by or for himself, or as the agent of another:





(i)  In
      any
      way solicit, induce or hire or attempt to solicit, induce or hire any employee,
      officer, representative, consultant, or other agent of the Employers or any
      of
      their affiliates (whether such person is presently employed by the Employers
      or
      any such affiliate or may hereinafter be so employed), to leave the employ
      of
      the Employers or any such affiliate or otherwise interfere with the employment
      or business relationship between any such person and the Employers;





(ii)  In
      any
      way solicit, induce or hire or attempt to solicit, induce or hire any former
      employee, officer, representative, consultant or other agent of the Employers
      or
      any of their affiliates, except for any employee, officer, representative,
      consultant or agent who is terminated by the Employers or any of their
      affiliates for other than cause; or otherwise interfere with the employment
      or
      business relationship between any such person and the Employers; or





(iii)  In
      any
      way solicit or attempt to divert any clients or customers of the Employers
      or
      any of their affiliates as of or prior to the Termination Date for the purpose
      of obtaining an economic benefit. Employee warrants that these provisions will
      not unreasonably interfere with Employee’s ability to earn a living or to pursue
      Employee’s occupation after the Termination Date.





(d)  It
      is the
      desire and intent of the Parties that the provisions of this Section shall
      be
      enforced to the fullest extent permissible under the laws and public policies
      applied in each jurisdiction in which enforcement is sought. Accordingly, if
      any
      particular portion of this Section shall be adjudicated to be invalid or
      unenforceable, this Section shall be deemed amended to delete therefrom the
      portion thus adjudicated to be invalid or unenforceable, such deletion to apply
      only with respect to the operation of this Section in the particular
      jurisdiction in which such adjudication is made.





(e)  If
      there
      is a breach or threatened breach of the provisions of this Section, the
      Employers or their affiliates shall be entitled to an injunction restraining
      the
      Employee from such breach. Nothing herein shall be construed as prohibiting
      the
      Employers from pursuing any other remedies for such breach.





6


11.  Return
      of Property .
      Not
      later than the Termination Date, the Employee shall return all the Employers’
property in the Employee’s possession, including, but not limited to, the
      Employers’ keys, credit cards, computer software and peripherals and originals
      or copies of books, records, or other information pertaining to the Employers’
businesses, including any Employer information regarding Employers on Employee’s
      personal computers.





12.  Cooperation
      in Legal and Other Matters .
      After
      the Termination Date, the Employee shall, at the request of the Employers,
      reasonably assist and cooperate with the Employers in the defense and/or
      investigation of any third party claim or any investigation or proceeding,
      whether actual or threatened, including, without limitation, participating
      as a
      witness in any litigation, arbitration, hearing or other proceeding between
      the
      Employers and a third party or any government body. The Employers shall
      reimburse the Employee for all reasonable expenses incurred by him in connection
      with such assistance including, without limitation, travel
      expenses.





13.  Governing
      Law .
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Colorado, without reference to the principles of conflict of
      laws.





14.  Taxes .
      All
      payments to be made hereunder shall be net of all applicable income and
      employment taxes required to be withheld therefrom.





15.  Complete
      Agreement; Amendments .
      This
      Agreement represents the complete agreement between the Employee and the
      Employers concerning the subject matter in this Agreement and supersedes all
      prior agreements or understandings, written or oral, including without
      limitation the terms of any and all prior employment agreements. In executing
      this Agreement, none of the Parties has relied or is relying on any
      representation with respect to the subject matter of this Agreement or any
      representation inducing the execution of this Agreement except those
      representations as are expressly set forth in this Agreement, and the Parties
      acknowledge that each has relied on their own judgment in entering into this
      Agreement. This Agreement may not be amended or modified otherwise than by
      a
      written agreement executed by the parties hereto or their respective successors
      and legal representatives.





16.  Severability .
      Each of
      the sections contained in this Agreement shall be enforceable independently
      of
      every other section in this Agreement, and the invalidity or nonenforceability
      of any section shall not invalidate or render unenforceable any other section
      contained in this Agreement.





17.  Age
      Discrimination .
      Pursuant to the Older Workers Benefit Protection Act, the Parties acknowledge
      and agree that (i) the Employee has twenty-one (21) days from his receipt of
      this Agreement in which to consider the terms of this Agreement (including,
      without limitation, each party’s release and waiver of any and all claims under
      the Age Discrimination in Employment Act) before executing it, (ii) changes
      to
      the terms of this Agreement, whether material or immaterial, will not restart
      this twenty-one (21) day period, (iii) Employee will have seven (7) days after
      his execution of this Agreement in which to revoke this Agreement, in which
      event a written notice of revocation must be received by the Company on or
      before the seventh day, and (iv) this Agreement will not become effective and
      enforceable until the seven (7) day revocation period has expired without
      revocation of the Agreement by the Employee. If you choose to sign the Agreement
      before the end of the twenty-one (21) day period referenced in the prior
      sentence, you certify that you did so voluntarily for your own benefit and
      not
      because of coercion.





7


18.  Counterparts .
      This
      Agreement may be executed in counterparts, and each counterpart shall have
      the
      same force and effect as an original and shall constitute an effective, binding
      agreement on the part of each of the undersigned.





19.  Arbitration .
      Before
      beginning the binding arbitration mechanism set forth in this Section 19, the
      Parties shall first participate in mediation of any dispute arising under this
      Agreement. The mediator shall be chosen by the Parties, or, if the parties
      cannot agree, by the American Arbitration Association. At least ten (10) days
      before the mediation, each side shall provide the mediator with a statement
      of
      its position and copies of all supporting documents. Each party shall send
      to
      the mediation, a person who has authority to bind the party. Once the Parties
      have participated in the mediation, and in the event the dispute between the
      Parties has not been settled, either Party may invoke the binding arbitration
      provisions in this Section 19.





Each
      of
      the Parties to this Agreement hereby voluntarily and knowingly waives any and
      all rights to civil trial by jury as to any dispute or claim arising out of
      or
      relating to this Agreement, except when temporary or preliminary injunctive
      relief is necessary as a result of a breach or threatened breach of Section
      10
      above or other situation where injunctive relief is necessary in order to
      prevent irreparable harm, either party may seek injunctive relief from a court
      of competent jurisdiction in the county of Denver, in the State of Colorado
      and
      the parties consent to personal jurisdiction in such court. Each of the Parties
      further agrees that any such dispute or claim will be exclusively and finally
      settled by binding arbitration in accordance with the rules of the American
      Arbitration Association by one arbitrator appointed in accordance with said
      rules. The exclusive venue for any such arbitration shall be the county of
      Denver, in the State of Colorado. The arbitrator shall apply Colorado law,
      without reference to rules of conflicts of law or rules of statutory
      arbitration, to the resolution of any dispute. Judgment on any award rendered
      by
      the arbitrator may be entered in any court having jurisdiction
      thereof.





The
      decision of the arbitrator shall be binding upon the Parties. The Employers
      shall bear the fees of the arbitrator and the fee of the American Arbitration
      Association. Other costs and attorneys’ fees will be borne by the party that
      incurs them. The arbitrator shall award the prevailing party reasonable attorney
      fees and costs in such proportion as the arbitrator decides. Notwithstanding
      anything to the contrary, either party may no more than 90 nor less than 30
      days
      before the arbitration, serve a discovery request seeking any document that
      would be discoverable in civil litigation. Responses to such requests shall
      be
      due 20 days after service. Thereafter, each party shall be allowed to take
      three
      (3) depositions of no more than four (4) hours each. The arbitrator may resolve
      any discovery disputes as they would be resolved in civil
      litigation.





20.  Notices .
      All
      notices, requests, claims, demands or other communications hereunder shall
      be in
      writing and shall be deemed given when delivered personally, upon receipt of
      a
      transmission confirmation if sent by telecopy or like transmission and on the
      next business day when sent by a reputable overnight carrier service to the
      Parties at the following addresses (or at such other address for a party as
      shall be specified by like notice):





8


If
      to the
      Employers:





Matrix
      Bancorp, Inc.


700
      17 th Street,
      Suite 2100


Denver,
      Colorado 80202


Attention:
      Corporate Secretary




Fax:
      (303) 390-0952





With
      a
      copy to:





Patton
      Boggs LLP


2550
      M
      Street, NW


Washington,
      DC 20037


Attention:  Norman
      B.
      Antin, Esq.


Jeffrey
      D. Haas, Esq.


Fax:
      (202) 457-6315





If
      to the
      Employee:





David
      W.
      Kloos


1377
      Goldmine Lane


Evergreen,
      CO 80439





21.  Press
      Releases .
      The
      Parties shall consult with each other before issuing any press release with
      respect to the subject matter of this Agreement and shall not issue any such
      press release or make any such public statements without the prior consent
      of
      the other Parties, which shall not be unreasonably withheld; provided, however,
      that the Company may, without the prior consent of the Employee (but after
      consultation, to the extent practicable under the circumstances), issue such
      press release or make such public statements as may be required by law or the
      rules and regulations of the Nasdaq Stock Market.





22.  Voluntary
      Execution of Agreement .
      This
      Agreement is executed voluntarily and without any duress or undue influence
      on
      the part or on behalf of the parties hereto, with the full intent of releasing
      all claims. Each party acknowledges that (i) they have been advised by the
      other
      to consult an attorney regarding any potential claims as well as the terms
      and
      conditions of this Agreement before executing it, (ii) they have read the
      Agreement and they fully understand the terms of this Agreement including,
      without limitation, the significance and consequences of the general release
      in
      Section 6 hereof, (iii) they are executing this Agreement in exchange for
      consideration in addition to anything of value to which they are entitled,
      and
      (iv) they are fully satisfied with the terms of this Agreement and are executing
      this Agreement voluntarily, knowingly and willingly and without
      duress.








9


**[Signature
      Page Follows]**








10


The
      parties to this Agreement have executed this Agreement as of the day and first
      written above.




**MATRIX
                BANCORP, INC.**
              
              By:/s/
                D. MARK
                SPENCER
              Name:
                D. Mark Spencer
              Title:
                President
              
              **MATRIX
                CAPITAL BANK**
              
              By:/s/
                D. MARK
                SPENCER
              Name:
                D. Mark Spencer
              Title:
                President
              
              **MATRIX
                BANCORP TRADING, INC.**
              
              By:/s/
                T. ALLEN
                MCCONNELL
              Name:
                T. Allen McConnell
              Title:
                Secretary
              
              **FIRST
                MATRIX INVESTMENT SERVICES CORP.**
              
              By:/s/
                BRIAN
                CURD
              Name:
                Brian Curd
              Title:
                President
              
              **FIRST
                MATRIX, LLC**
              
              By:/s/
                BRIAN
                CURD
              Name:
                Brian Curd
              Title:
                President
              
              **ABS
                SCHOOL SERVICES, LLC**
              
              By:/s/
                D. MARK
                SPENCER
              Name:
                D. Mark Spencer
              Title:
                Chief Executive Officer
              
              **MATRIX
                FINANCIAL SERVICES CORPORATION**
              
              By:/s/
                PATRICK
                HOWARD
              Name:
                Patrick Howard
              Title:
                President





11
 
  **MATRIX
                  FUNDING CORP.**
                
                By:/s/
                  RICHARD V.
                  SCHMITZ
                Name:
                  Richard V. Schmitz
                Title:
                  President
                
                **MTXC
                  REALTY CORP.**
                
                By:/s/
                  RICHARD V.
                  SCHMITZ
                Name:
                  Richard V. Schmitz
                Title:
                  President
                
                **STERLING
                  TRUST COMPANY**
                
                By:/s/
                  PAUL
                  SKRETNY
                Name:
                  Paul Skretny
                Title:
                  President
                
                **THE
                  VINTAGE GROUP, INC.**
                
                By:/s/
                  PAUL
                  SKRETNY
                Name:
                  Paul Skretny
                Title:
                  President
                
                **VINTAGE
                  DELAWARE HOLDINGS, INC.**
                
                By:/s/
                  DAVID W.
                  KLOOS
                Name:
                  David W. Kloos
                Title:
                  President
                
                **EQUIMOR
                  HOLDINGS, INC.**
                
                By:/s/
                  D. MARK
                  SPENCER
                Name:
                  D. Mark Spencer
                Title:
                  President
                
                **MSCS
                  VENTURES, INC.**
                
                By:/s/
                  T. ALLEN
                  MCCONNELL
                Name:
                  T. Allen McConnell
                Title:
                  Secretary
  12




**CHARTER
                FACILITIES FUNDING, LLC**
              
              By:/s/
                BRIAN
                CURD
              Name:
                Brian Curd
              Title:
                Manager
              
              **CHARTER
                FACILITIES FUNDING III, LLC**
              
              By:/s/
                BRIAN
                CURD
              Name:
                Brian Curd
              Title:
                Manager
              
              **COMMUNITY
                DEVELOPMENT FUNDING I, LLC**
              
              By:/s/
                D. MARK
                SPENCER
              Name:
                D. Mark Spencer
              Title:
                Manager
              
              **DAVID
                W. KLOOS**
              
              /s/
                DAVID W.
                KLOOS


13