EXHIBIT 10.28

                                 PROMISSORY NOTE



                                                        Dated: January 31, 2002

Principal Amount:  $79,340.45                           State of Colorado


         FOR VALUE  RECEIVED,  the  undersigned  hereby  jointly  and  severally
promise to pay to the order of Matrix Bancorp, Inc.

         The sum of  Seventy  Nine  Thousand  Three  Hundred  Forty and  45/100,
         Dollars  ($79,340.45),  together with  interest  thereon at the rate of
         Prime per annum on the  unpaid  balance.  Said sum shall be paid in the
         manner following:

         All principal and interest shall be due on January 31, 2003.

         All  payments  shall be first  applied to  interest  and the balance to
principal.  This note may be prepaid,  at any time, in whole or in part, without
penalty. All prepayments shall be applied in reverse order of maturity.

         This note shall at the option of any holder hereof be  immediately  due
and payable upon the failure to make any payment due  hereunder  within five (5)
days of its due date.

         This note at the option of any  holder  hereof  may be  extended  on an
annual basis for  increments  of one (1) year.  The terms and interest rate will
remain constant.

         In the event this note shall be in default, and placed with an attorney
for collection, then the undersigned agree to pay all reasonable attorney's fees
and costs of  collection.  Payments  not made  within  five (5) days of due date
shall be subject to a late charge of 2% of said payment.  All payments hereunder
shall be made to such address as may from time to time be designed by any holder
hereof.

         The  undersigned  and all  other  parties  to  this  note,  whether  as
endorsers,  guarantors or sureties,  agree to remain fully bound hereunder until
this note shall be fully paid and waive demand,  presentment and protest and all
notices  thereto  and  further  agree  to  remain  bound,   notwithstanding  any
extension, renewal,  modification,  waiver, or other indulgence by any holder or
upon the discharge or release of any obligor hereunder to this note, or upon the
exchange,  substitution,  or release of any  collateral  granted as security for
this note. No  modification  or indulgence by any holder hereof shall be binding
unless  in  writing:  and any  indulgence  on any one  occasion  shall not be an
indulgence  for any  other or future  occasion.  Any  modification  or change of
terms,  hereunder granted by any holder hereof,  shall be valid and binding upon


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each  of  the  undersigned,  notwithstanding  the  acknowledgment  of any of the
undersigned,  and each of the undersigned does hereby  irrevocably grant to each
of the others a power of attorney to enter into any such  modification  on their
behalf.  The rights of any holder hereof shall be cumulative and not necessarily
successive.  This note  shall  take  effect as  sealed  instrument  and shall be
construed,  governed and enforced in accordance with the laws of the State first
appearing at the head of this note. The undersigned  hereby execute this note as
principals and not as sureties.

Maker:

/s/ D. Mark Spencer
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D. Mark Spencer