EXHIBIT 10.30



                             AMENDMENT NUMBER ONE TO
              MATRIX CAPITAL CORPORATION 401(K) PROFIT SHARING PLAN

         BY THIS  AGREEMENT,  Matrix Capital  Corporation  401(k) Profit Sharing
Plan (herein referred to as the "Plan") is hereby amended as follows,  effective
as of January 1, 1994:

1.       Section 1.8 is amended to read as follows:

         1.8   "Compensation"   with  respect  to  an  Participant   means  such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Calendar  Year ending with or within the Plan Year for which the  Employer
is required to furnish the  Participant a written  statement under Code Sections
6041(d), 6051(a) (3) and 6052. Compensation must be determined without regard to
any rules under Code  Section  3401(a) that limit the  remuneration  included in
wages  based  on the  nature  or  location  of the  employment  or the  services
performed (such as the exception for agricultural labor in Code Section 3401 (a)
(2) ).

                  For   purposes  of  this   Section,   the   determination   of
         Compensation shall be made by:

                           (a) including  amounts which are  contributed  by the
                  Employer  pursuant to a salary  reduction  agreement and which
                  are not  includible  in the gross  income  of the  Participant
                  under Code Sections 125, 4402(e) (3),  402(h),  403(b) or 457,
                  and Employee  Contributions  described in Code Section  414(h)
                  (2) that are treated as Employer contributions.

                  For   a   Participant's   initial   year   of   participation,
Compensation  shall be  recognized  for the entire  Calendar Year ending with or
within the Plan Year.

                  Compensation in excess of $200,000 shall be disregarded.  Such
amount shall be adjusted at the same time and in such manner as permitted  under
Code Section  415(d),  except that the dollar increase in effect of January 1 of
any calendar year shall be effective for the Calendar Year  beginning  with such
calendar  year and the first  adjustment  to the  $200,000  limitation  shall be
effective on January 1, 1990. For any short Calendar Year the Compensation limit
shall be an amount  equal to the  Compensation  limit for the  calendar  year in
which the Calendar Year begins  multiplied by the ratio obtained by dividing the
number of full months in the short  Calendar  Year by twelve  (12).  In applying
this  limitation,  the family group of a Highly  Compensated  Participant who is
subject  to the  Family  Member  aggregation  rules of Code  Section  414(q) (6)
because such  Participant  is either a "five"  percent owner" of the Employer or
one of the  ten  (10)  Highly  Compensated  Employees  paid  the  greatest  "415
Compensation" during the year, shall be treated as a single Participant,  except
that  for  this  purpose   Family   Members  shall  include  only  the  affected
participant's  spouse  and any  lineal  descendants  who have not  attained  age
nineteen (19) before the close of the year.  If, as a result of the  application
of such rules the adjusted $200,000 limitation is exceeded,  then the limitation
shall be prorated  among the affected  Family Members in proportion to each such
Family Member's Compensation prior to the application of this limitation, or the


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limitation  shall be adjusted in accordance  with any other method  permitted by
Regulations.  For purposes of determining  the portion of the  Compensation of a
Family Member which is below the integration  level for purposes of Code Section
401(1), the preceding sentence shall not apply.

         If, as a result of such rules,  the  maximum  "annual  addition"  limit
would be exceeded for one or more of the affected Family  Members,  the prorated
Compensation of all affected Family Members shall be adjusted to avoid or reduce
any excess.  The prorated  Compensation  of any affected  Family  Members  whose
allocation would exceed the limit shall be adjusted downward to the level needed
to provide an  allocation  equal to such limit.  The  prorated  Compensation  of
affected Family Members not affected by such limit shall then be adjusted upward
on a pro rata basis not to exceed each such  affected  Family  Member rule.  The
resulting   allocation  shall  not  exceed  such  individual's  maximum  "annual
addition" limit. If, after these adjustments,  an "excess amount" still results,
such "excess  amount"  shall be disposed of pro rata among all  affected  Family
Members.

2. Section 1.8, Section 1.25 and the calculation of "415  Compensation"  for the
purpose  of the  minimum  allocations  required  for Top Heavy Plan  Years,  are
amended by the addition of the following paragraphs:

                  In addition to other  applicable  limitations set forth in the
Plan, and notwithstanding  any other provision of the Plan to the contrary,  for
Plan Years  beginning on or after January 1, 1994,  the annual  Compensation  of
each  Employee  taken into account  under the Plan shall not exceed the OBRA '93
annual  compensation  limit. The OBRA '93 annual compensation limit is $150,000,
as  adjusted  by the  Commissioner  for  increases  in the  cost  of  living  in
accordance  with Code Section 401(a) (17) (B). The cost of living  adjustment in
effect for a calendar year applies to any period, not exceeding 12 months,  over
which  Compensation  is  determined  (determination  period)  beginning  in such
calendar year. If a determination  period consists of fewer than 12 months,  the
OBRA '93  annual  compensation  limit  will be  multiplied  by a  fraction,  the
numerator of which is the number of months in the determination  period, and the
denominator of which is 12.

                  For Plan Years  beginning  on or after  January  1, 1994,  any
reference in this Plan to the  limitation  under Code Section  401(a) (17) shall
mean the OBRA '93 annual compensation limit set forth in this provision.

                  If Compensation  for any prior  determination  period is taken
into account in determining an Employee's  benefits accruing in the current Plan
Year, the  Compensation  for that prior  determination  period is subject to the
OBRA '93  annual  compensation  limit in  effect  for that  prior  determination
period. For this purpose,  for determination  periods beginning before the first
day of the first Plan Year  beginning on or after January 1, 1994,  the OBRA '93
annual compensation limit is $150,000.

3.       Section 1.10 is amended by the addition of the following sentence:

         Deferred Compensation distributed as excess "annual additions" pursuant
to Section 4.10(a) shall be excluded.




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4.       Section  1.12 is  amended by the  addition  of the  following  sentence
immediately following the first sentence:

         Deferred Compensation distributed as excess "annual additions" pursuant
to Section 4.10(a) shall be excluded.

5.       Section 1.24 is amended to read as follows:

         1.24 "415  Compensation"  with  respect to any  Participant  means such
Participant's wages as defined in Code Section 3401(a) and all other payments of
compensation by the Employer (in the course of the Employer's trade or business)
for a Calendar  Year ending with or within the Plan Year for which the  Employer
is required to furnish the  Participant a written  statement under Code Sections
6041 (d), 6051 (a) (3) and 6052. "415  Compensation"  must be determined without
regard to any rules  under Code  Section  3401(a)  that  limit the  remuneration
included  in wages  based on the nature or  location  of the  employment  or the
services performed (such as the exception for agricultural labor in Code Section
3401(a)(2) ).

6.       Section 1.25 is amended to read as follows:

         1.25 "414(s)  Compensation"  with respect to any Participant means such
Participant's  "415 Compensation" paid during a Plan Year. The amount of "414(s)
Compensation"   with  respect  to  any   Participant   shall   include   "414(s)
Compensation"  for the entire twelve (12) month period ending on the last day of
such Plan Year.

                  For purposes of this  Section,  the  determination  of "414(s)
Compensation"  shall be made by including  amounts which are  contributed by the
Employer  pursuant to a salary reduction  agreement and which are not includible
in the gross income of the  participant  under Code  Sections  125,  402(e) (3),
402(h), 403(b) or 414(h) (2) that are treated as Employer contributions.

                  "414(s)   Compensation"   in  excess  of  $200,000   shall  be
disregarded.  Such amount  shall be adjusted at the same time and in such manner
as  permitted  under Code  Section  415(d),  except that the dollar  increase in
effect of January 1 of any calendar  year shall be  effective  for the Plan Year
beginning  with or within such  calendar  year and the first  adjustment  to the
$200,000  limitation  shall be effective on January 1, 1990.  For any short Plan
Year the "414 (s)  compensation"  limit shall be an amount  equal to the "414(s)
Compensation"  limit  for the  calendar  year in  which  the  Plan  Year  begins
multiplied  by the ratio  obtained by dividing  the number of full months in the
short Plan Year by twelve (12). In applying this limitation, the family group of
a Highly Compensated participant who is subject to the Family Member aggregation
rules of Code  Section 414 (q) (6) because  such  Participant  is either a "five
percent  owner"  of the  Employer  or one of the  ten  (10)  Highly  Compensated
Employees paid the greatest "415 Compensation" during the year, shall be treated
as a single  Participant,  except that for this  purpose  Family  Members  shall
include only the affected  Participant's  spouse and any lineal  descendants who
have not attained age nineteen (19) before the close of the year.


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7.       Section 1.30 is amended to read as follows:

         1.30 "Income" means the income or losses  allocable to Excess  Deferred
Compensation,   Excess  Contributions  or  Excess  Aggregate  Contributions,  if
applicable  which  amount  shall be  allocated  in the same  manner as income or
losses are allocated pursuant to Section 4.4.

8.       Section 4.2 (d) is amended to add a new sentence to read as follows:

         If such dollar limitation is exceeded,  a Participant will be deemed to
have notified the Administrator of such excess amount which shall be distributed
in a manner consistent with Section 4.2(f).

9.       Section 4.10 (a) is amended by the addition of the following paragraph:

         Notwithstanding  the above,  if, as a result of a  reasonable  error in
determining the amount of elective deferrals (within the meaning of Code Section
402 (g) (3) ) that may be made with respect to any Participant  under the limits
of Section 4.9, the "annual  additions"  under this Plan would cause the maximum
"annual additions" to be exceeded for any Participant,  the Administrator  shall
first distribute any elective  deferrals (within the meaning of Code Section 402
(g) (3) ) or  return  any  voluntary  Employee  contributions  credited  for the
"limitation year" to the extent that the return would reduce the "excess amount"
in the Participant's  accounts and thereafter shall follow steps (2) through (4)
above.

10.      Article IV is amended as follows:

         The combined actual deferral ratio and the combined actual contribution
ratio for the family  group  (which  shall be treated as one Highly  Compensated
Participant)  shall be  determined  without  regard to the  aggregation  of only
eligible Family Members who are Highly Compensated Participants.

11.      Section 6.5(b) is amended by the addition of the following paragraph:

                  If a  distribution  is one to which Code Sections  401(a) (11)
and 417 do not apply, such distribution may commence less than 30 days after the
notice required under  Regulation  1.411(a)-11 (c) is given,  provided that: (1)
the  Administrator  clearly informs the  Participant  that the Participant has a
right to a period of at least 30 days after receiving the notice to consider the
decision  of whether  or not to elect a  distribution  (and,  if  applicable,  a
particular  distribution  option), and (2) the Participant,  after receiving the
notice, affirmatively elects a distribution.

12.      Items (1),  (2), (3) and (4) of Section 6.10 (a) are amended to read as
         follows:

                  (1) Expenses for medical care described in Code Section 213(d)
                  previously incurred by the Participant,  his spouse, or any of
                  his  descendants (as defined in Code Section 152) or necessary
                  for these persons to obtain medical care;

                  (2) The costs directly  related to the purchase of a principal
                  residence for the Participant  (excluding  mortgage payments);


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                  (3) Payment of tuition and  related  educational  fees for the
                  next twelve (12) months of  post-secondary  education  for the
                  Participant, his spouse, children, or dependents; or

                  (4)  Payments   necessary  to  prevent  the  eviction  of  the
                  Participant from his principal residence or foreclosure on the
                  mortgage of the Participant's principal residence.

13.       Items (1)  through  (3) of  Section  6.10(b)  are  amended  to read as
          follows:

                  (1) The  distribution  is not in excess  of the  amount of the
                  immediate and heavy  financial  need of the  Participant.  The
                  amount of the immediate and heavy  financial  need may include
                  any amounts  necessary  to pay any  federal,  state,  or local
                  income taxes or  penalties  reasonably  anticipated  to result
                  from the distribution;

                  (2) The Participant has obtained all distributions, other than
                  hardship distributions, and all nontaxable (at the time of the
                  loan) loans currently  available under all plans maintained by
                  the Employer;

                  (3) The Plan, and all other plans  maintained by the Employer,
                  provide  that  the   Participant's   elective   deferrals  and
                  voluntary  Employee  contributions  will be  suspended  for at
                  least  twelve  (12)  months  after  receipt  of  the  hardship
                  distribution  or,  the  Participant,  pursuant  to  a  legally
                  enforceable agreement, will suspend his elective deferrals and
                  voluntary  Employee  contributions  to the Plan and all  other
                  plans  maintained  by the  Employer  for at least  twelve (12)
                  months after receipt of the hardship distribution; and

14.      Article VII is amended by the addition of the  following  section after
         Section 7.11:

DIRECT ROLLOVER

                  (a) This  Section  applies to  distributions  made on or after
         January  1,  1993.  Notwithstanding  any  provision  of the Plan to the
         contrary that would otherwise limit a distributee's election under this
         Section,  a  distributee  may  elect,  at the  time  and in the  manner
         prescribed  by the  Plan  Administrator,  to  have  any  portion  of an
         eligible rollover distribution paid directly too an eligible retirement
         plan specified by the distribution in a direct rollover.

                  (b) For the purposes of this Section the following definitions
         shall apply:

                  (1) An eligible  rollover  distribution is any distribution of
                  all or  any  portion  of the  balance  to  the  credit  of the
                  distributee,  except  that an eligible  rollover  distribution
                  does not include:  any distribution that is one of a series of
                  substantially  equal  periodic  payments (not less  frequently
                  than annually)  made for the life (or life  expectancy) of the
                  distributee or the joint lives (or joint life expectancies) of


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                  the distributee and the distributee's  designated beneficiary,
                  or  for  a  specified   period  of  ten  years  or  more;  any
                  distribution to the extent such distribution is required under
                  Code Section  401(a)(9);  and the portion of any  distribution
                  that is not  includible  in gross income  (determined  without
                  regard to the exclusion for net unrealized  appreciation  with
                  respect to employer securities).

                  (2) An eligible  retirement  plan is an individual  retirement
                  account  described  in  Code  Section  408(a),  an  individual
                  retirement  annuity  described  in  Code  Section  408(b),  an
                  annuity plan described in Code Section 403(a),  or a qualified
                  trust  described  in Code  Section  401(a),  that  accepts the
                  distributee's eligible rollover distribution.  However, in the
                  case of an eligible  rollover  distribution  to the  surviving
                  spouse,   an  eligible   retirement   plan  is  an  individual
                  retirement account or individual retirement annuity.

                  (3) A distributee includes an Employee or former Employee.  In
                  addition, the Employee's or former Employee's surviving spouse
                  and the  Employee's  or  former  Employee's  spouse  or former
                  spouse who is the alternate  payee under a qualified  domestic
                  relations  order,  as  defined  in Code  Section  414(p),  are
                  distributes  with  regard  to the  interest  of the  spouse or
                  former spouse.

                  (4) A direct rollover is a payment by the Plan to the eligible
                  retirement plan specified by the distributee.

15.      The Article of the Plan concerning amendment and termination is amended
by the addition of the following sentence:

         Any  amendment  to the Plan shall be  adopted  by formal  action of the
Employer's  board of directors  and executed by an officer  authorized to act on
behalf of the Employer.

16.      Section 1.60 is amended to read as follows:

         "Year  of  Service"  means  the  computation   period  of  twelve  (12)
consecutive months, herein set forth, during which an Employee has at least 1000
Hours of Service.

                  For purposes of  eligibility  for  participation,  the initial
computation  period  shall  begin  with  the date on which  the  Employee  first
performs an Hour of Service.  The  participation  computation  period  beginning
after a 1-Year  Break in  Service  shall be  measured  from the date on which an
Employee  again  performs an Hour of  Service..  The  participation  computation
period shall shift to the Plan Year which  includes the  anniversary of the date
on which the Employee  first  performed  an Hour of Service.  An Employee who is
credited  with the  required  Hours of Service in both the  initial  computation
period (or the computation period beginning after a 1-Year Break in Service) and
the Plan Year which  includes the  anniversary of the date on which the Employee
first  performed  an Hour of Service,  shall be  credited  with two (2) Years of
Service for purposes of eligibility to participate.


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                  For vesting purposes, the computation period shall be the Plan
Year, including periods prior to the Effective Date of the Plan.

                  For all other purposes,  the  computation  period shall be the
Plan Year.

                  Notwithstanding  the  foregoing,  for any short Plan Year, the
determination  of whether an Employee has  completed a Year of Service  shall be
made in accordance with Department of Labor regulation 2530.203-2(c).

                  Years of Service with Mera Bank shall be recognized.

                  Years  of  Service  with  United   Financial   Inc.  shall  be
                  recognized.

                  Years of Service with Sandia Mortgage shall be recognized.

                  Years of Service with Holland Mortgage shall be recognized.





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                  IN WITNESS  WHEREOF,  this  Amendment  has been  executed this
________ day of __________________, 199_______.

Signed, sealed, and delivered in the presence of:


                           MATRIX CAPITAL CORPORATION


                           BY
                             ------------------------------------------
                                    EMPLOYER



                             ------------------------------------------
                                     TRUSTEE


                             ------------------------------------------
                                     TRUSTEE


                             ------------------------------------------
                                     TRUSTEE









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