EXHIBIT 10.33


                          AMENDMENT NUMBER FOUR TO THE
              MATRIX CAPITAL CORPORATION 401(k) PROFIT SHARING PLAN

         AMENDMENT  made  effective as of December  30, 2001 by Matrix  Bancorp,
Inc., (the "Employer"),  a corporation  organized and existing under the laws of
the State of Colorado.

                                   WITNESSETH:

         WHEREAS,  the Employer  previously adopted and maintains Matrix Capital
Corporation 401 (K) Profit Sharing Plan (the "Plan"), effective January 1, 1994;
and

         WHEREAS,  pursuant  to  Article  VIII,  Section  8.1 of the  Plan,  the
Employer may amend the Plan at any time; and

         WHEREAS, the Employer desires to amend the Plan to change the Plan Year
and make certain other changes  associated  with  contributions  for future plan
years.

         NOW, THEREFORE,  BE IT RESOLVED,  that effective December 30, 2001, the
Plan is hereby amended as follows:

I.       Definitions:

1.       Article I of the Plan is amended to change the following definition:

         "1.46  "Plan  Year"  means the Plan's  accounting  year of twelve  (12)
months  commencing  on  December  31st of each  year and  ending  the  following
December 30th. The Plan Year beginning  January 1, 2001 and ending  December 30,
2001 shall be a short Plan Year."

2.       Article I of the Plan is amended to add new definitions as follows:

         "1.61 , "Applicable Tax Year" means the Tax Year in which the Plan Year
begins."

         "1.62 "First Day Participant" means any Employee who is an Employee and
a Participant on the first day through the last day of the Applicable Tax Year."

         "1.64  "Specified  Minimum Employer  Contribution"  means for each Plan
Year,  a  Participating  Employer  may make a  discretionary  Specified  Minimum
Employer Contribution on behalf of First Day Participants. The Specified Minimum
Employer Contribution for each Plan Year shall be in an amount determined by the
Chief Financial  Officer by appropriate  resolution on or before the last day of
the Applicable Tax Year. Such Specified Minimum Employer  Contribution  shall be
allocated  to First Day  Participants  in  accordance  with  Section 4.12 of the
Plan."

         "1.65 "Tax Year" means the fiscal year of the Company."

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II.      Contribution and Allocation Amendment:

1.       Article IV of the Plan is amended to add a new Section 4.12 as follows:

         "4.12    SPECIFIED MINIMUM EMPLOYER CONTRIBUTION

                  Notwithstanding any provision of the Plan to the contrary, the
         following  provisions  shall govern the treatment of Specified  Minimum
         Employer Contributions:

                           (a) For each Plan Year,  the  Participating  Employer
                  shall  make  a  discretionary   Specified   Minimum   Employer
                  Contribution  on behalf of the  First  Day  Participants.  The
                  Specified  Minimum  Employer  Contribution  will be  based  on
                  Compensation  earned  by the  First  Day  Participants  in the
                  Applicable   Tax  Year.   The   Specified   Minimum   Employer
                  Contribution  for  each  Plan  Year  shall  be  in  an  amount
                  determined  by the  Chief  Financial  Officer  by  appropriate
                  resolution  on or before  the last day of the  Applicable  Tax
                  Year.

                           (b) Each First Day Participant's  allocation shall be
                  determined as follows:

                           (1)   First,    the   Specified    Minimum   Employer
                           Contribution  shall be allocated during the Plan Year
                           as Deferred  Compensation as described in Section 4.2
                           of the Plan and Matching  Contributions  described in
                           Section  4.1  of  the  Plan,  to  the   Participant's
                           Elective    Account   and    Particpant's    Account,
                           respectively,  of each  First Day  Participant.  Such
                           Matching  Contributions  shall be  allocated  without
                           regard to any last-day requirement, or any other Year
                           of Service or Hour of Service requirement.

                           (2) Second,  if any of the Specified Minimum Employer
                           Contribution  remains after the allocation in Section
                           4.12(b)(1), above, the remainder shall, to the extent
                           allowable under Section 415 of the Code, be allocated
                           as an additional  Matching  Contribution  on the last
                           day of the Plan Year to each First Day  Participant's
                           Participant's  Elective  Account,  in the ratio  that
                           such First Day  Participant's  Deferred  Compensation
                           during   the  Plan   Year   bears  to  the   Deferred
                           Compensation of all First Day Participants during the
                           Plan Year.

                           The Specified Minimum Employer Contribution allocated
                           as  an  additional  Matching  Contribution  shall  be
                           treated in the same manner as Matching  Contributions
                           for all purposes of the Plan.

                           (3)  Third,  any  balance  of the  Specified  Minimum
                           Employer Contribution remaining unallocated after the
                           allocation  in Section  4.12(b)(2),  above,  shall be
                           allocated as an Employer's Non-Elective  Contirbution
                           in accordance with Section  4.4(b)(4),  to each First
                           Day Participant's Participant's Account, in the ratio
                           that the First Day Participant's  Compensation during
                           the Plan Year bears to the total  Compensation of all
                           First Day  Participants  during the Plan  Year.  Such

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                           Employer's   Non-Elective   Contribution   shall   be
                           allocated without regard to any last-day requirement,
                           or any  other  Year of  Service  or  Hour of  Service
                           requirement.

                           (4) The administrator  shall reduce the proportionate
                           allocation under Sections  4.12(b)(1),  (2), and (3),
                           above,  to  Participants  who are Highly  Compensated
                           Employees to the extent  necessary to comply with the
                           provisions  of Section  401(a)(4) of the Code and the
                           regulations  thereunder.  Any  such  amount  will  be
                           allocated   and    reallocated   to   the   remaining
                           Participants  to the extent allowed under Section 415
                           of the code.

                           (c)  The   Participating   Employer  shall  make  the
                  Specified  Minimum  Employer  Contribution  in cash, in one or
                  more  installments  without  interest,  at any time during the
                  Plan  Year,  and for  purposes  of  deducting  such  Specified
                  Minimum   Employer   Contribution,    not   later   than   the
                  Participating  Employer's  federal tax filing date,  including
                  extensions,  for its Tax Year that ends within such Plan Year.
                  The  Trustee   shall  post  such  amount  to  each  First  Day
                  Participant's  Participant's  Elective Account or Particpant's
                  Account,   once  the  allocations  under  Sections  4.12(b)(1)
                  through (4), above, are determined.

                  The Specified Minimum Employer Contribution shall be held in a
                  suspense account until posted. Such suspense account shall not
                  participate  in the  allocation of investment  gains,  losses,
                  income and  deductions  of the trust as a whole,  but shall be
                  invested separately.  All gains, losses, income and deductions
                  attributable  to such  suspense  account  shall be  applied to
                  reduce Plan fees and expenses. In no event will amounts remain
                  in the suspense account after the end of the Plan Year.

                           (d) In no event shall the Specified  Minimum Employer
                  Contribution,   when   aggregated   with  other  Employer  and
                  Participant  contributions  for the  Employer's  Tax Year that
                  ends within such Plan Year,  exceed the amount  deductible  by
                  the  Employer  for federal  income tax  purposes  for such Tax
                  Year."

                  EXCEPT AS OTHERWISE STATED HEREIN,  the Plan remains in effect
and unchanged.

         IN  WITNESS  WHEREOF,  and as  evidence  of the  adoption  of this Plan
amendment,  the  Employer  has  caused  the  same  to be  executed  by its  duly
authorized  officer(s)  the  30th  day  of  December,  in  the  year 2001.

                                         MATRIX BANCORP, INC.



                                         By   /s/ David Kloos
                                           ------------------------------------
                                              David Kloos







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