**SEVERANCE,
      SEPARATION AND RELEASE AGREEMENT**





This
      Severance, Separation and Release Agreement (“Agreement”) is entered into as of
      this 4 th day of
      November, 2005, between Matrix Bancorp, Inc. (the “Company”), Matrix Capital
      Bank, **** Matrix
      Bancorp Trading, Inc., First Matrix Investment Services Corp., ABS School
      Services, LLC, Matrix Financial Services Corporation, Matrix Insurance Services
      Corporation, MTXC Realty Corp., Matrix Tower Holdings, LLC, The Vintage Group,
      Inc., and EquiMor Holdings, Inc. (collectively, the “Employers”) and D. Mark
      Spencer (the “Employee”).





**RECITALS**





**WHEREAS** ,
      the
      Employee has elected to terminate his employment relationship with the Employers
      in consideration of the severance payment set forth herein, the Employers accept
      Employee’s decision and, as a result, the Employers and the Employee have
      mutually agreed to terminate their existing employment relationships and to
      release each other as set forth herein from claims arising from or related
      to
      such employment relationships.





**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.  Termination
      of Employment Relationships .
      Subject
      to Section 16 hereof, the employment relationships between the Employee and
      the
      Employers shall terminate on the date the closing of the Company’s private
      placement offering of common stock (the “Offering”) which has commenced as of
      the date first set forth above (the “Termination Date”); provided, however, to
      the extent the private placement offering is not consummated, this Agreement
      shall be null and void and of no further effect. Effective as of the Termination
      Date, the Employee hereby resigns 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.





2.  Severance
      Payment .
      Subject
      to Section 16 hereof, at the close of business on the Termination Date, the
      Employee shall receive from the Company (i) a severance payment amounting to
      one
      million dollars ($1,000,000.00), less any applicable income and employment
      taxes
      required to be withheld therefrom pursuant to Section 13 hereof (the “Severance
      Payment”), (ii) all salary and wages owed to Employee, less any applicable
      income and employment taxes required to be withheld therefrom pursuant to
      Section 13 hereof and (iii) reimbursement for all reasonable and documented
      business expenses submitted to the Employers, including but not limited to
      business expenses on Employee’s American Express corporate card.





3.  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 3 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.





4.  No
      Other Payments Due .
      Except
      as provided in Section 2 and Section 3 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,
      he has received payment in full for all outstanding wages, accrued but unused
      vacation and all other compensation arising out of or as a result of his
      employment by the Employers.








5.  Release
      and Indemnification .
      (a) In
      consideration of the above, the sufficiency of which the Employee hereby
      acknowledges, the Employee, on behalf of the Employee and the Employee’s heirs,
      executors and assigns, hereby releases and forever discharges 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.





2


(b)  In
      consideration of the above, the sufficiency of which the Employers hereby
      acknowledge, the Employers and their successors and assigns hereby 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 5, that the same shall be effective as a bar
      to
      each and every claim hereinabove specified.





(d)  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 or any affiliate
      thereof, 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.





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





7.  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.





8.  Non-Disparagement .
      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. 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.





3


9.  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)  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.





(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;
      or





4


(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; or





(iv)  In
      any
      way engage in the states of Colorado, Arizona, Texas, Tennessee or California
      in
      any business, directly or through any enterprise or other entity, that conducts
      the same business conducted by the Employers or any affiliate thereof. You
      warrant that these provisions will not unreasonably interfere in your ability
      to
      earn a living or to pursue your 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.





10.  Return
      of Property .
      Except
      with respect to the office furniture and personal computer of the Employee,
      the
      Employee shall promptly 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.





11.  Cooperation
      in Legal and Other Matters .
      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.





5


12.  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.





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





14.  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.





15.  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.





16.  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.





17.  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.





18.  Arbitration .
      Before
      beginning the binding arbitration mechanism set forth in this Section 18, 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 18.





6


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
      9
      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.





19.  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):





If
      to the
      Employers:





Matrix
      Bancorp, Inc.


700
      17 th Street,
      Suite 2100


Denver,
      Colorado 80202


Attention:
      Corporate Secretary




Fax:
      (303) 390-0952





7


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:





D.
      Mark
      Spencer


2550
      Kerr
      Gulch


Evergreen,
      CO 80439





20.  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.





21.  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 5 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.





**[Signature
      Page Follows]**





8


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






**MATRIX
                BANCORP, INC.**
              
              By:/s/
                T. ALLEN
                MCCONELL
              Name:
                T. Allen McConnell
              Title:
                Secretary
              
              **MATRIX
                CAPITAL BANK**
              
              By:/s/
                BEN
                HUSH
              Name:
                Ben Hush
              Title:
                Vice President and Chief Financial Officer
              
              **MATRIX
                BANCORP TRADING, INC.**
              
              By:/s/
                T. ALLEN
                MCCONELL
              Name:
                T. Allen McConnell
              Title:
                Secretary
              
              **FIRST
                MATRIX INVESTMENT SERVICES CORP.**
              
              By:/s/
                T. ALLEN
                MCCONELL
              Name:
                T. Allen McConnell
              Title:
                Secretary
              
              **ABS
                SCHOOL SERVICES, LLC**
              
              By:/s/
                DAVID W.
                KLOOS
              Name:
                David W. Kloos
              Title:
                Manager
              
              **MATRIX
                FINANCIAL SERVICES CORPORATION**
              
              By:/s/
                T. ALLEN
                MCCONELL
              Name:
                T. Allen McConnell
              Title:
                Assistant Secretary
              
              **MATRIX
                INSURANCE SERVICES CORPORATION**
              
              By:/s/
                PATRICK
                HOWARD
              Name:
                Patrick Howard
              Title:
                Secretary




9







**MTXC
                REALTY CORP.**
              
              By:/s/
                T. ALLEN
                MCCONELL
              Name:
                T. Allen McConnell
              Title:
                Secretary
              
              
              **MATRIX
                TOWER HOLDINGS, LLC**
              
              By:/s/
                T. ALLEN
                MCCONELL
              Name:
                T. Allen McConnell
              Title:
                Secretary
              
              **THE
                VINTAGE GROUP, INC.**
              
              By:/s/
                DAVID W.
                KLOOS
              Name:
                David W. Kloos
              Title:
                Vice President
              
              **EQUIMOR
                HOLDINGS, INC.**
              
              By:/s/
                T. ALLEN
                MCCONELL
              Name:
                T. Allen McConnell
              Title:
                Secretary
              
              **D.
                MARK SPENCER**
              
              /s/
                D. MARK
                SPENCER


10