<PAGE>

                                                                     Exhibit 4.4

 
                                AMENDMENT NO. 2
                                     TO THE
                       1996 EMPLOYEE STOCK PURCHASE PLAN
                                      FOR
                           MATRIX CAPITAL CORPORATION

     This Second Amendment to the 1996 Employee Stock Purchase Plan For Matrix
Capital Corporation ("Plan") is made under authority of Section 16 of the Plan
and is effective as of the date of the IPO.

(1)  SECTION 2 is amended by adding thereto the following:

          "(aa)  "SPECIAL OFFERING PERIOD" shall mean each of the periods
          designated by the Administrator and described in Section 6."

(2)  SECTION 6 is amended by deleting it in its entirety and substituting
     therefore the following:

          "SECTION 6.  SPECIAL OFFERING PERIOD.  The Administrator, in its sole
          discretion may designate as a Special Offering Period (i) the period
          beginning January 1, 1997 and ending on December 31, 1997, and (ii)
          following the date of an acquisition by an Employer of the stock or
          assets of another employer (and, in the case of a stock acquisition,
          only where the acquired employer is a Subsidiary and adopts the Plan),
          the period beginning on the first day of a month which occurs not less
          than 30 days following such acquisition, and not later than October
          1st of the current calender year, and ending on the following December
          31st.  In the event the Administrator designates a Special Offering
          Period then, notwithstanding any provisions hereof to the contrary,
          (iii) the first day of each such Special Offering Period shall be its
          Enrollment Date; (iv) the Eligible Employees with respect to the
          Special Offering Period of reference shall be (a) in the case of the
          Special Offering Period described in (i), those persons who were not
          Eligible Employees on the first Enrollment Date under the Plan but who
          were employed as Employees on January 1, 1997, and (b) with respect to
          a Special Offering Period described in (ii), those persons who are
          employed by the acquired employer on the date of the acquisition and
          are Employees on the Enrollment Date with respect to such Special
          Offering Period; and (v) the amounts described in the definition of
          Directed Withholding under (i)(y) and (ii) shall be determined by
          multiplying them by a fraction whose numerator is the number of months
          during the Special Offering Period, and whose denominator is 12.
          Except as provided in (i) through (v) of
<PAGE>
 
          this Section 6, each Special Offering Period shall be deemed to be an
               ---------
          Offering Period hereunder."

(3)  SECTION 7 is amended by deleting it in its entirety and substituting
     therefore the following:

          "SECTION 7.  EXERCISE OF PURCHASE RIGHT AND DELIVERY.  The
          Participant's Purchase Right will be exercised automatically on each
          Purchase Date by debiting his Account with the Purchase Price of the
          Shares subject to his Purchase Right, and refunding (in a lump sum, in
          cash) the amount, if any, credited to his Account that exceeds such
          Purchase Price.  As promptly as practicable after each Purchase Date,
          the Administrator shall arrange the delivery to each Participant of a
          certificate representing the Shares purchased on such Purchase Date."
<PAGE>
 
                                AMENDMENT NO. 1
                                     TO THE
                       1996 EMPLOYEE STOCK PURCHASE PLAN
                                      FOR
                           MATRIX CAPITAL CORPORATION

     This First Amendment to the 1996 Employee Stock Purchase Plan For Matrix
Capital Corporation ("Plan") is made under authority of Section 16 of the Plan
and is effective as of the date of the IPO.

     SECTION 2 is amended by adding thereto the following:

          (q)  "OFFERING PERIOD" shall mean the period beginning on the day
          immediately preceding the trade date of the shares to be issued and
          sold by the Company in connection with its initial public offering
          pursuant to an effective registration statement under the securities
          Act of 1933, as amended (the"IPO"), and ending on the following
          December 31, 1997, and each calendar year thereafter.

<PAGE>
 
                       1996 EMPLOYEE STOCK PURCHASE PLAN
                                      FOR
                          MATRIX CAPITAL CORPORATION


     SECTION 1.  PURPOSE.  This 1996 Employee Stock Purchase Plan of Matrix
Capital Corporation is intended to provide employees of the Company and its
Designated Subsidiaries with an opportunity to purchase Stock of the Company
through accumulated payroll deductions under an "Employee Stock Purchase Plan"
as defined in Section 423 of the Code, and all provisions hereof will be
construed in accordance with those objectives.

     SECTION 2.  DEFINITIONS.  As used herein, the following terms shall have
the meaning indicated:

          (a) "ACCOUNT" shall mean the account established for each Participant
to record the amounts withheld from his Compensation during the Offering Period
of reference.

          (b) "ADMINISTRATOR" shall mean the Board or a designated committee of
the Board.

          (c) "BOARD" shall mean the Board of Directors of the Company.

          (d) "CODE" shall mean the Internal Revenue Code of 1986, as amended.

          (e) "COMPANY" shall mean Matrix Capital Corporation.

          (f) "COMPENSATION" shall mean the actual cash remuneration (exclusive
of bonuses) paid to  a Participant by the Employer in consideration of services
rendered.

          (g) "CONSIDERED COMPENSATION" shall be determined with respect to each
Offering Period, and shall mean a reasonable estimate (as determined by the
Administrator in its sole discretion, but treating Participants similarly
situated in a reasonably similar manner) of the Participant's basic Compensation
during the Offering Period (i.e. without taking into account bonuses, overtime
pay, noncash benefits or other special payments, all as reasonably determined by
the Administrator).

          (h) "DESIGNATED SUBSIDIARIES" shall mean the Subsidiaries that have
been designated by the Board from time to time in its sole discretion as
eligible to adopt, and which have in fact adopted, this Plan for the benefit of
their Employees.

          (i) "DIRECTED WITHHOLDING" shall mean the amount that an Eligible
Employee directs his or her Employer to withhold from such Eligible Employee's
Compensation on each Payroll Date during the Offering Period of reference;
provided, however, that the aggregate amount of Directed Withholding for the
Offering Period of reference (i) may not exceed the lesser of (x) twenty-five
percent (25%) of such Participant's Considered Compensation for such Offering
Period, and (y) 

                                       
<PAGE>
 
Twelve Thousand Five Hundred Dollars ($12,500), and (ii) may not be less than
Five Hundred Dollars ($500).

          (j) "DIRECTION TO WITHHOLD" shall mean the written notice to the
Administrator, in the form of Exhibit A attached hereto, which directs the
                              ---------                                   
Employer to commence to deduct the Directed Withholding from a Participant's
Compensation on each Payroll Date during the Offering Period of reference.

          (k) "ELECTION TO RESCIND" shall mean the written notice to the
Administrator, in the form of Exhibit B attached, which directs a Participant's
                              ---------                                        
Employer to discontinue deductions of Directed Withholding, and to refund the
entire amount credited to such Participant's Account.

          (l) "ELIGIBLE EMPLOYEE" shall mean each Employee (i) who is employed
as an Employee on the first day of the month preceding the Enrollment Date of
reference, (ii) who continues to be employed as an Employee on such Enrollment
Date, and (iii) who, on such Enrollment Date does not own Stock (within the
meaning of Section 423(b)(3) of the Code) possessing five percent (5%) or more
of the total combined voting power or value of all classes of stock of the
Company or of any Subsidiary and, without limiting the generality of the
foregoing, in computing the amount of such Stock owned by an Employee, there
shall be included the amount of Stock owned directly, the Stock subject to a
Purchase Right, the Stock which with respect to which the Employee has an option
to acquire, and the Stock owned by any other person whose stock is attributed to
such Employee pursuant to Section 425(d) of the Code.

          (m) "EMPLOYEE" shall mean any person, including an officer and
director who is also an Employee, who is customarily employed for at least
twenty (20) hours per week and for more than five (5) months in the calendar
year by the Employer.

          (n) "EMPLOYER" shall mean, collectively, the Company and each
Designated Subsidiary.

          (o) "ENROLLMENT DATE" shall mean the first business day of each
Offering Period.

          (p) "FAIR MARKET VALUE" of a Share on the Enrollment Date or on the
Purchase Date shall be the closing price of Stock on such date, which shall be
(i) if the Stock is listed or admitted for trading on any United States national
securities exchange (which for purposes hereof shall include the NASDAQ National
Market System), the last reported sale price of Stock on such exchange as
reported in any newspaper of general circulation, (ii) if the Stock is quoted on
NASDAQ (other than on the NASDAQ National Market System) or any similar system
of automated dissemination of quotations of securities prices in common use, the
mean between the closing high bid and low asked quotations for such day of the
Stock on such system or (iii) if neither clause (i) nor (ii) is applicable, a
value determined by any fair and reasonable means prescribed by the Board.

          (q) "OFFERING PERIOD" shall mean the period beginning on the day
immediately preceding the trade date of the shares to be issued and sold by the
Company in connection with its initial public offering pursuant to an effective
registration statement under the Securities Act of 1933, 

                                      -2-
<PAGE>
 
as amended (the "IPO"), and ending on the following December 31st, and each
calender year thereafter.

          (r) "PARTICIPANT" shall mean each Eligible Employee who is having an
amount withheld from his Compensation under Section 4 at the time of reference.
                                            ---------                          

          (s) "PAYROLL DATE" shall mean each date on which a Participant is paid
his Considered Compensation.

          (t) "PLAN" shall mean this Matrix Capital Corporation Employee Stock
Purchase Plan.

          (u) "PURCHASE DATE" shall mean the last business day of each Offering
Period.

          (v) "PURCHASE PRICE" shall mean the lesser of (i) 85% of the Fair
Market Value of the Shares on the Enrollment Date occurring during the Offering
Period of reference, or (ii) 85% of the Fair Market Value of the Shares on the
Purchase Date occurring during such Offering Period, but never less than the par
value of a Share.

          (w) "PURCHASE RIGHT" shall mean the Participant's right to acquire the
number of Shares that may be purchased in accordance with Section 3(b) as
                                                          ------------   
limited by Sections 3(c) and 8.
           -------------     - 

          (x) "SHARES" shall mean the shares of Stock reserved for issuance
under this Plan.

          (y) "STOCK" shall mean the common stock, $0.0001 par value per share,
of the Company.

          (z) "SUBSIDIARY" shall mean any corporation (other than the Company)
in any unbroken chain of corporations beginning with the Company if, at the time
of reference, each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.

     SECTION 3.  SHARES SUBJECT TO PURCHASE.

          (a) Subject to adjustments provided in Section 15 hereof, a total of
125,000 Shares shall be subject to the Plan.  The Shares subject to the Plan
shall consist of unissued Shares or previously issued Shares reacquired and held
by the Company, or any Subsidiary, and such number of Shares shall be and hereby
is reserved for sale for such purpose.  Any of such Shares that may remain
unsold at the termination of the Plan shall cease to be reserved for the purpose
of the Plan, but until termination of the Plan the Company shall at all times
reserve a sufficient number of Shares to meet the requirements of the Plan.
Should any Shares subject to Purchase Rights on the Enrollment Date of an
Offering Period fail to be purchased on the Purchase Date for such Offering
Period, such Shares may again be made available for purchase with respect to a
subsequent Offering Period.

                                      -3-
<PAGE>
 
          (b) Not less than 15 days prior to each Offering Period, the
Administrator shall determine the maximum number of Shares (if any) that will be
available for purchase for such Offering Period.  Each Participant will have a
Purchase Right to purchase the number of full Shares equal to the quotient of
(i) the amount in the Participant's Account on the Purchase Date, and (ii) the
Purchase Price of the Shares for the Offering Period, all subject to the maximum
amounts, and the adjustments, if any, in Section 8.

          (c) In the event that as of the Enrollment Date of reference the
quotient of (i) the aggregate Directed Withholdings of all Participants for the
Offering Period, divided by (ii) the Purchase Price of a Share on such
Enrollment Date exceeds the number of Shares designated by the Board in the
first sentence of Section 3(b) by a percentage (not less than 50%) specified by
                  ------------                                                 
the Board at the time it determines the number of Shares under Section 3(b)
                                                               ------------
above (and in the absence of a specification by the Board, the percentage shall
be deemed to be 50%), the Administrator will take reasonable steps to reduce, as
nearly as reasonably possible, each Participant's Directed Withholding to an
amount equal to the product of (x) his Directed Withholding, and (y) a fraction,
the numerator of which is the product of the percentage specified by the
Administrator in (ii) multiplied by the number of Shares designated by the
Administrator in the first sentence of Section 3(b), and the denominator of
                                       ------------                        
which is the quotient of (i) and (ii) above.

     SECTION 4.  PARTICIPATION AND DEDUCTION OF DIRECTED WITHHOLDING.

          (a)  During the 45 days ending on the Enrollment Date for the Offering
Period of reference, each Eligible Employee may become a Participant for such
Offering Period by filing with the Administrator a written Direction to Withhold
setting forth the amount of such Eligible Employee's Directed Withholding.
Notwithstanding the foregoing, in the case of the initial Offering Period
hereunder, the Board, in its sole discretion, may extend the period during which
a Direction to Withhold my be filed for any period, not to exceed 60 days after
the Enrollment Date for such initial Offering Period, it selects and
communicates to the Eligible Employees.

          (b) All amounts deducted from a Participant's Compensation under this
Plan shall be credited to such Participant's Account, but shall remain the
unencumbered assets of the Employer.

     SECTION 5.  RECISION, OR TERMINATION OF EMPLOYMENT.

          (a)  A Participant may not increase or decrease the amount of his
Directed Withholding during an Offering Period; except, however, (i) a
Participant may rescind his Direction to Withhold in its entirety at any time
prior to the Purchase Date for the Offering Period of reference by filing a
written Election to Rescind with the Administrator prior to December 16 of the
Offering Period of reference, (ii) a Participant will be deemed to have
rescinded his Direction to Withhold in its entirety in the event that his
Compensation payable on any Payroll Date is insufficient to fund the Directed
Withholding for such Payroll Date and such Participant fails to furnish the
Administrator with personal funds in an amount sufficient to complete the
Directed Withholding for such Payroll Date on or before the next Payroll Date,
and (iii) a Participant will be deemed to have rescinded his Direction to
Withhold in its entirety in the event of his termination of employment by an
Employer prior to the Purchase Date for the Offering Period of reference.


                                      -4-
<PAGE>
 
          (b)  If an event described in either Section 5(a)(i), (ii) or (iii)
                                               ---------------  ----    -----
occurs with respect to a Participant before the Purchase Date of reference, the
entire amount credited to such Participant's Account automatically will be paid
to such Participant in a lump sum, in cash, as soon as reasonably possible
following such occurrence.

          (c) The occurrence of an event described in Section 5(a)(i), (ii) or
                                                      ---------------  ----   
(iii) with respect to a Participant during an Offering Period shall not limit
-----                                                                        
such Participant's right to file a Direction to Withhold with respect to any
later Offering Period provided that at such time Participant is an Eligible
Employee.

     SECTION 6.  EXERCISE OF PURCHASE RIGHT.  The Participant's Purchase Right
will be exercised automatically on each Purchase Date by debiting his Account
with the Purchase Price of the Shares subject to his Purchase Right, and
refunding (in a lump sum, in cash) the amount, if any, credited to his Account
that exceeds such Purchase Price.

     SECTION 7.  DELIVERY.  As promptly as practicable after each Purchase Date,
the Administrator shall arrange the delivery to each Participant of a
certificate representing the Shares purchased on such Purchase Date.

     SECTION 8.  MAXIMUM SHARES, AND REDUCTION IN SHARES, SUBJECT TO PURCHASE
RIGHTS.

          (a) Notwithstanding any provision hereof to the contrary, the maximum
number of Shares subject to each Participant's Purchase Right at any time during
the Offering Period shall be that number of Shares equal to the lesser of (i)
that number of Shares that has an aggregate Fair Market Value on the Enrollment
Date equal to $14,706, and (ii) that number of Shares that may be purchased with
the lesser of the maximum Directed Withholding amounts described in (x) and (y)
of Section 2(i) at the Purchase Price set forth in Section 2(v)(i), and (iii)
                                                   ---------------           
the maximum number of Shares (if any) that will not cause the Participant to
exceed the 5% ownership limitation of Section 2(l).

          (b) If, on a Purchase Date, the maximum number of Shares available for
purchase as determined under Section 3(b) is less than the number of Shares
                             ------------                                  
subject to all then existing Purchase Rights (as limited by Section 8(a), if
applicable), the Administrator will reduce the number of Shares subject to each
Participant's Purchase Right to an amount equal to the product of (i) the
maximum Shares available for purchase as determined under Section 3(b), and (ii)
                                                          ------------          
a fraction, the numerator of which is the amount in such Participant's Account
(after such reductions, if any, required by the proviso of Section 2(i)), and
                                                           ------------      
the denominator of which is the amount in the Accounts of all Participants
(after such reductions, if any, required by the proviso of Section 2(i)).
                                                           ------------  

     SECTION 9.  VOTING AND REGISTRATION.

          (a) A Participant will have no interest or voting right in or other
privileges relating to Shares subject to a Purchase Right until delivery of the
certificate representing such Shares.

          (b) Shares to be delivered to a Participant will be registered in the
name of the Participant.

                                      -5-
<PAGE>
 
     SECTION 10.  ADMINISTRATION.  The Plan shall be administered by the
Administrator, which will be the Board or a committee appointed by the Board.
If a committee of the Board is appointed by the Board to act as Administrator,
such committee shall have all of the powers of the Board with respect to the
Plan except for those powers set forth in Section 16 hereof.  The
                                          ----------             
administration, interpretation or application of the Plan by the Administrator
shall be final, conclusive and binding upon all Participants.  Until the Board
is advised by legal counsel that such limitation is no longer required, Eligible
Employees with respect to the Offering Period of reference may not actively
serve as a member of the Administrator with respect to the Offering Period of
reference or the succeeding Offering Period.

SECTION 11.  DESIGNATION OF BENEFICIARY.

          (a) A Participant may file a written designation of a beneficiary who
is to receive any cash as a result of the Participant's death prior to a
Purchase Date, or to receive any Shares (and excess cash, if any) in the event
of Participant's death subsequent to a Purchase Date but before delivery of the
Shares (and excess cash, if any).

          (b) Such designation of beneficiary may be changed by the Participant
at any time by written notice.  In the event of the death of a Participant
without a designated surviving beneficiary, the Administrator shall deliver such
cash and/or Shares to the spouse of the Participant or, if there is no surviving
spouse, then to the executor or administrator of the estate of the Participant.

     SECTION 12.  TRANSFERABILITY.  Neither payroll deductions credited to
Participant's Account, nor any rights with regard to the making or recision of a
Directed Withholding, nor the right to receive Shares (and excess cash, if any)
may be assigned, transferred, pledged or otherwise disposed of in any way (other
than as provided in Section 11) by the Participant.  Any such attempt at
                    ----------                                          
assignment, transfer, pledge or other disposition shall be without effect.

     SECTION 13.  USE OF FUNDS.  All payroll deductions received or held by the
Employer under the Plan may be used by the Employer for any corporate purpose,
and the Employer shall not be obligated to segregate such payroll deductions.

     SECTION 14.  REPORTS AND WITHHOLDING.

          (a)  Statements will be given to all Participants within a reasonable
time following a Purchase Date, which statements will set forth the amounts of
payroll deductions, the per Share Purchase Price, the number of Shares purchased
(and an explanation of any reduction in the Shares subject to the Purchase
Right), and the remaining cash balance, if any.

          (b)  Each person who acquires Shares hereunder shall agree as a
condition of such acquisition that he shall notify his Employer in the event he
disposes of the Shares before the second anniversary of the Enrollment Date on
which he acquired the Purchase Right with respect to such Shares, and in the
event of such disposition while an employee of the Employer, and upon the
exercise of the Purchase Right, the Employer may withhold from such
Participant's current 

                                      -6-
<PAGE>
 
Compensation such amount as it reasonably determines to be necessary to satisfy
the Company's obligation to withhold for federal and state taxes with respect to
such events.

     SECTION 15.  ADJUSTMENTS UPON CHANGES IN CAPITALIZATION.

          (a) If a stock dividend, stock split, spinoff, recapitalization,
merger, consolidation, exchange of shares or the like, occurs during an Offering
Period, as a result of which shares of any class shall be issued in respect of
the Shares subject to purchase with respect to such Offering Period, or such
Shares shall be changed into a different number of the same or another class or
classes, the number of Shares to which each Purchase Right shall be applicable
and the calculation of the Fair Market Value as of the Enrollment Date for such
Shares shall be appropriately adjusted by the Company in a manner that in its
sole discretion will keep this Plan qualified under Section 423 of the Code.

          (b) In the event of the proposed dissolution or liquidation of the
Company, the Offering Period will close, and the Purchase Date will occur, 15
days immediately prior to the consummation of such proposed action, all
Participants will be notified in advance of such revised Purchase Date, and each
Participant will be entitled to complete all or any portion of the funding of
such Participant's Directed Withholding with personal funds.  In the event of a
proposed sale of all or substantially all of the assets of the Company, or the
merger of the Company with or into another corporation, either (i) the event
will be deemed to constitute the dissolution or liquidation of the Company and
Participants shall have the rights set forth in the first sentence hereof, or
(ii) this Plan, and each Purchase Right shall be assumed or an equivalent plan
and right shall be substituted by such successor corporation or a parent or
subsidiary of such successor corporation.

     SECTION 16.  AMENDMENT OR TERMINATION.  The Board may at any time and for
any reason terminate or amend the Plan, provided, however, that the Plan may not
be amended without compliance with any applicable shareholder approval
requirements promulgated under the Internal Revenue Code, if applicable, or by
any stock exchange or market on which the Common Stock is listed for trading,
all as reasonably determined by the Administrator.  Except as specifically
provided in the Plan, no such termination or amendment can reduce such rights as
a Participant would have if the effective date of the termination or amendment
were deemed to be a liquidation or dissolution of the Company, with the
resulting rights, duties and obligations set forth in Section 15(b).
                                                      ------------- 

     SECTION 17.  NOTICES.  All notices or other communications shall be deemed
to have been duly given (i) if by a Participant to the Administrator, when
received in the required form at the corporate home office of the Company,
addressed to "Administrator, Employee Stock Purchase Plan," and (ii) if by the
Administrator to the Participant, when mailed to the last known address of
Participant shown on the Employer's records.

     SECTION 18.  CONDITIONS UPON ISSUANCE OF SHARES.  Shares shall not be
issued unless such issuance and delivery shall comply with all applicable
provisions of law, domestic or foreign, and the requirements of any  stock
exchange upon which the Shares may then be listed, including, in each case the
rules and regulations promulgated thereunder, and shall be further subject to
the approval of counsel for the Company with respect to such compliance, which
may include a representation and 

                                      -7-
<PAGE>
 
warrants from the Participant that the Shares are being purchased only for
investment and without any present intention to sell or distribute such Shares.

     SECTION 19.  TERM OF PLAN.  The Plan shall become effective on the date of
the IPO and shall terminate on the last day of the year in which occurs the 9th
anniversary of the date of the IPO.

     SECTION 20.  MISCELLANEOUS.

          (a) EXECUTION OF RECEIPTS AND RELEASES.  Any payment or any issuance
or transfer of Shares to any person  shall be in full satisfaction of all claims
hereunder against the Plan, and the Administrator may require such person, as a
condition precedent to receiving delivery of Shares, to execute a receipt and
release therefor in such form as it shall determine.

          (b) PAYMENT OF EXPENSES.  All expenses incident to the administration,
termination, or protection of the Plan, including, but not limited to, legal and
accounting fees, shall be paid by the Company.

          (c) RECORDS.  Records of the Company as to any matters relating to
this Plan will be conclusive on all persons.

          (d) INTERPRETATIONS AND ADJUSTMENTS.  To the extent permitted by law,
an interpretation of the Plan and a decision on any matter within the Board's or
Administrator's discretion made in good faith is binding on all persons.  A
misstatement or other mistake of fact shall be corrected when it becomes known
and the person responsible shall make such adjustment on account thereof as he
considers equitable and practicable.

          (e) NO RIGHTS IMPLIED.  Nothing contained in this Plan or any
modification or amendment to the Plan or in the creation of any Account, or the
execution of any subscription agreement, or the issuance of any Shares under the
Plan, shall give any Employee any right to continue employment or any legal or
equitable right against the Company or any officer, director, or Employee of the
Company, except as expressly provided by the Plan.

          (f) INFORMATION.  The Company shall, upon request or as may be
specifically required hereunder, furnish or cause to be furnished, all of the
information or documentation which is necessary or required by the Board and/or
Administrator to perform its duties and functions under the Plan.  The Company's
records as to the current information the Company furnishes to the Board and/or
Administrator shall be conclusive as to all persons.

          (g) SEVERABILITY.  In the event any provision of the Plan shall be
held to be illegal or invalid for any reason, the illegality or invalidity shall
not affect the remaining provisions of the Plan, but shall be fully severable
and the Plan shall be construed and enforced as if the illegal or invalid
provision had never been included herein.

          (h) HEADINGS; GENDER.  The titles and headings are included for
convenience of reference only and are not to be considered in construction of
the provisions hereof.  Words used in 

                                      -8-
<PAGE>
 
the masculine shall apply to the feminine where applicable, and whenever the
context of the Plan dictates, the plural shall be read as the singular and the
singular as the plural.

          (i) NO LIABILITY FOR GOOD FAITH DETERMINATIONS; ACTIONS.  Neither the
members of the Board nor the Administrator (nor their respective delegatees)
shall be liable for any act, omission, or determination taken or made in good
faith with respect to the Plan or any right to purchase Shares granted under it,
and members of the Board and the Administrator (and their delegatees) shall be
entitled to indemnification and reimbursement by the Company in respect of any
claim, loss, damage, liability or expense (including attorneys' fees, the costs
of settling any suit, provided such settlement is approved by independent legal
counsel selected by the Company, and amounts paid in satisfaction of a judgment,
except a judgment based on a finding of bad faith) arising therefrom to the full
extent permitted by law and under any directors' and officers' liability or
similar insurance coverage that may from time to time be in effect.  The Company
assumes no liability to any Participant or his legal representatives, heirs,
legatees or distributees for any act of, or failure to act on the part of, the
Company, the Board or the Administrator.

          (j) GOVERNING LAW.  All questions arising with respect to the
provisions of this Plan shall be determined by application of the laws of the
State of Colorado except to the extent Colorado law is preempted by federal law.

     IN WITNESS WHEREOF, the undersigned has executed this Plan as of this _____
day of ______________, 1996 to fully evidence the Company's adoption thereof, to
be effective as provided in Section 19 hereof.


                                        MATRIX CAPITAL CORPORATION


                                        By:_____________________________________
                                        Name:___________________________________
                                        Title:__________________________________


                                      -9-
<PAGE>
 
                                   EXHIBIT A
                                   ---------

                         EMPLOYEE STOCK PURCHASE PLAN
                                      FOR
                          MATRIX CAPITAL CORPORATION


                             DIRECTION TO WITHHOLD


1.   I, the undersigned, hereby elect to participate in the Employee Stock
     Purchase Plan for Matrix Capital Corporation (the "Plan") for the "Offering
     Period" beginning on the next Enrollment Date and ending on the following
     December 31, and subscribe to purchase Shares of the Stock in accordance
     with this Direction to Withhold and the Plan.

2.   I hereby authorize payroll deductions on each of my Payroll Dates during
     the Offering Period in the amount set forth below [YOU MUST FILL IN ALL OF
     BLANKS [1], [2] AND [3]]:


               [1] $________________ on each of the [2] ____________ Payroll
               Dates during the Offering Period, for a total of [3]
               $__________________ {Multiply [1] and [2]


               NOTE:  the amount in [3] above cannot be less than $500, nor more
               than 25% of the basic compensation you are scheduled to earn
                               -----               
               during the Offering Period, not to exceed $12,500. Determine your
               basic compensation based on your current hourly pay rate, or
               -----
               salary.

3.   I direct the Administrator to use the amount in my Account on the Purchase
     Date to purchase the maximum number of Shares that are available to me
     under the terms of the Plan.

4.   I understand and agree that my right to participate in the Plan is governed
     by the Plan and the rules of the Administrator developed under the Plan,
     and that, among other things, I understand and agree:

     .    That I may not change the amount of my withholding during the Offering
                     ---
          Period.

     .    That the amount of my withholding will be reduced by the Administrator
          if it exceeds 25% of my Considered Compensation, and that in any case
          it may not exceed $12,500.

     .    That the amount of my withholding may be reduced by the Administrator
          if it appears unlikely that I will need all of the withholding I have
          elected in order to purchase the number of Shares that will be
          available to me on the Purchase Date, and may also be reduced for
          other reasons relating to the continued qualification of the Plan.
<PAGE>
 
     .    That I may completely discontinue withholding, and receive a refund of
                 ---                                                  
          all amounts previously withheld from my pay by filing an Election To
                                                                   -----------
          Rescind with the Administrator before December 16th.
          -------

     .    That I automatically will be withdrawn from the Plan, and all amounts
          previously withheld from my pay refunded to me, if my pay on any
          Payroll Date is insufficient to satisfy my Directed Withholding and I
                                                                          ---
          fail pay the amount of the insufficiency to the Administrator on or
          before my next Payroll Date.

     .    That I will automatically be withdrawn from the Plan, and all amounts
          previously withheld from my pay refunded to me, if I terminate my
          employment with the Company before the end of the year.

     .    That if I have not discontinued withholding before December 16th of
          the Offering Period, the amounts withheld during Offering Period
          automatically will be used to purchase the maximum number of Shares
          -------------                                                      
          available to me under the terms of the Plan.

5.   I have received a copy of the complete Employee Stock Purchase Plan.  I
     understand that my participation in the  Plan is in all respects subject to
                                                      ---------------           
     the terms of the Plan.

6.   I hereby agree to be bound by the terms of the Plan.  The effectiveness of
     this Direction to Withhold is dependent upon my continued eligibility to
     participate in the Plan.

7.   In the event of my death, I hereby designate the following as my
     beneficiary(ies) to receive all refunds of my withholding (or Shares if I
     die after the last business day in September) due me under the Plan, in
     equal amounts if more than one person is named:


BENEFICIARY(IES) NAME(s): (Please print)    ____________________________________
 

___________________________________         ____________________________________
Relationship(s)                                    Telephone Number(s)


Name and Address of Participant [Print]:           Signature:

_______________________________             ____________________________________

_______________________________             Date:_______________________________

_______________________________
<PAGE>
 
                                Acknowledgment


     The undersigned, acting for the Administrator of the Plan, acknowledges
receipt of the above Direction To Withhold prior to the Enrollment Date of the
Offering Period of reference.

DATE RECEIVED:_________________

                                                ADMINISTRATOR


                                                ________________________________
<PAGE>
 
                                   EXHIBIT B
                                   ---------

                         EMPLOYEE STOCK PURCHASE PLAN
                                      FOR
                          MATRIX CAPITAL CORPORATION


                              ELECTION TO RESCIND


1.   I, the undersigned, hereby elect to rescind my prior Direction to Withhold
     and thereby to terminate my participation in the Employee Stock Purchase
     Plan (the "Plan") for Matrix Capital Corporation for the current "Offering
     Period."

2.   I direct the Company to pay me, as promptly as possible, the payroll
     deductions credited to my account during the current Offering Period.

3.   I understand and agree that my termination of participation is irrevocable,
     and that under no circumstances will I be entitled to purchase any portion
     of the Shares available under the Plan for purchase during the current
     Offering Period, although I continue to be eligible to file a new Direction
     to Withhold with respect to any future Offering Period(s) for which I
     otherwise qualify.


Name and Address of Participant [Print]:         Signature:
 
_______________________________                  _______________________________
 
_______________________________                  Date:__________________________
 
_______________________________


                                 Acknowledgment

     The undersigned, acting for the Administrator of the Plan, acknowledges
receipt of the above Election To Rescind prior to December 16 of the current
Offering Period.

DATE RECEIVED:__________________
                                                 ADMINISTRATOR
 
                                                 _______________________________