Ex 10.1


    EXHIBIT
      10.1

    


    CAUSE
      NO.
      352-182513-00

    


    
      	
              RODERICK
                ADDERLEY, ET AL.,

               

              Plaintiffs

            	
              §

              §

              §

            	
              IN
                THE DISTRICT COURT OF

            
	 	
              §

            	 
	
              v.

            	
              §

            	 
	 	
              §

            	
              TARRANT
                COUNTY, TEXAS

            
	
              GUY
                A. GIBSON, MATRIX BANCORP, INC., RICHARD V. SCHMITZ, D. MARK SPENCER,
                THE
                VINTAGE GROUP, INC., VINTAGE DELAWARE HOLDINGS, INC., AND MATRIX
                CAPITAL
                BANK

               

              Defendants

            	
              §

              §

              §

              §

              §

              §

              §

              §

            	
               

               

               

               

               

               

              352ND
                JUDICIAL DISTRICT

            


       

       

        
          

        

      

      
        CAUSE
          NO.
          236-169214-97

      

       

      
        	RODERICK ADDERLEY, et al.	§	
                IN
                  THE DISTRICT COURT OF

              
	 	§	 
	v.	§	
                TARRANT
                  COUNTY, TEXAS

              
	 	§	 
	STERLING TRUST COMPANY	§	
                236TH
                  JUDICIAL DISTRICT

              


      

    

    


     

    FINAL
      COMPROMISE SETTLEMENT AGREEMENT AND RELEASE

    


    This
      Settlement Agreement is made by and among the Plaintiffs in the above-captioned
      cases (as identified on the signature pages below) and the Intervenor, Jack
      Mann, on the one hand, and Sterling Trust Company, Matrix Capital Bank and
      Matrix Bancorp, Inc., on the other hand. Though not signatories, the Agreement
      is also made for the benefit of Guy A. Gibson, Richard V. Schmitz, D. Mark
      Spencer, The Vintage Group, Inc. and Vintage Delaware Holdings,
      Inc.

     

    WHEREAS
      on June 29, 1998, the Plaintiffs joined Sterling Trust Company as a Defendant
      in
      Cause No. 236-169214-97 in the 236th
      Judicial
      District Court of Tarrant County, Texas, and therein alleged that Sterling
      Trust
      Company was liable to them for losses incurred in connection with investments
      they made through and with Norman Cornelius, Avalon Custom Homes and their
      various associates and affiliates; and

     

    WHEREAS,
      on March 31, 2000, the Plaintiffs filed a second case, assigned Cause No.
      352-182513-00 in the 352nd
      Judicial
      District Court of Tarrant County, Texas, in which it was alleged that Matrix
      Bancorp, Inc., Matrix Capital Bank, Guy A. Gibson, Richard V. Schmitz, D. Mark
      Spencer, The Vintage Group, Inc. and Vintage Delaware Holdings were jointly
      and
      severally liable with Sterling Trust Company for the same investment losses;
      and

     

    WHEREAS,
      the Plaintiffs, the Intervenor, Sterling Trust Company, Matrix Bancorp and
      Matrix Capital Bank have reached a settlement agreement concerning all of the
      claims which have or could have been brought in the above-captioned cases and
      in
      connection therewith have agreed that the above-captioned cases should be
      dismissed with prejudice against all Defendants; and

     

    WHEREAS,
      this Agreement is made solely for the purpose of avoiding further litigation
      and
      should not be construed as an admission of liability by any party;

     

    
      
         

      

      
        Page
          1

        
          

        

      

      
         

      

    

     

    NOW
      THEREFORE, in consideration of the premises and mutual promises and undertakings
      provided for herein, the Parties agree as follows:

     

    1.  Consideration.
      In full
      and final settlement of all of the Plaintiffs’ and Intervenor’s claims Sterling
      Trust Company agrees to pay the sum of $3,150,000.00. The sum shall be paid
      by
      check payable to “Jose, Henry, Brantley & Keltner IOLTA Trust Account” on or
      before December 21, 2005, provided this Settlement Agreement is fully executed
      by that date. Sterling Trust Company and other Defendant parties shall have
      no
      responsibility to Plaintiffs and Intervenor for allocation of the settlement
      payment among them.

     

    2.  Agreed
      Dismissals.
      In
      consideration of the above-referenced payment, the parties agree to authorize
      their respective attorneys to execute and file an Agreed Order of Dismissal
      in
      each of the above-captioned cases. The Orders of Dismissal shall be with
      prejudice and in the form attached hereto as Exhibits “A” and “B.”

     

    3.  Release
      of Defendants.
      Plaintiffs and Intervenor, on behalf of each of them and their respective
      predecessors, successors, spouses, attorneys, partners and assigns, do hereby
      release and forever discharge each and all Defendants in the above-captioned
      cases and their affiliates, subsidiaries, officers, directors, and agents
      including, without limitation, attorneys, advisors and other professionals,
      their successors and employees (the “Defendant parties”) from any claim, demand
      or cause of action asserted, or which could have been asserted, in the
      above-captioned cases and do further generally release, acquit, and forever
      discharge the Defendant parties from any possible claim, demand, or cause of
      action of any character, whether known or unknown, fixed or contingent, actual
      or potential, and whether arising at common law, equity, or pursuant to any
      statute (including federal and state statutes), that they might or could assert
      against the Defendant parties as of the date of the execution of this Agreement;
      and Plaintiffs and Intervenor hereby covenant not to sue the Defendant parties
      on the basis of any events that have occurred prior to the execution of this
      Agreement. Defendants similarly release and forever discharge any claims they
      do
      or might have against Plaintiffs and Intervenor.

     

    4.  Authority
      to Sign.
      By
      their signatures below, the attorneys for Plaintiffs and Intervenor represent
      that any such party signing this Agreement on behalf of another and in a
      representative capacity has full authority to act in that representative
      capacity and to bind the represented person to the terms of this Agreement;
      and
      the attorneys for Plaintiffs and Intervenor further agree to indemnify, defend
      and hold harmless the Defendant parties, or any of them, from and against any
      claim, harm, liability, expense or damage, including attorney fees and
      litigation expense, that may arise from or relate to the unauthorized execution
      of this Agreement on behalf of a Plaintiff or Intervenor, or any claim or
      assertion by any person that such execution was unauthorized, ineffective,
      invalid or otherwise not proper.

     

    5.  Dispute
      Resolution.
      If one
      or more disputes arise with regard to the interpretation and/or performance
      of
      this Agreement or any of its provisions, the parties agree to attempt to resolve
      same by telephone conference with Ross W. Stoddard, III, the mediator who
      facilitated this settlement. If the parties cannot resolve their differences
      by
      such telephone conference, then each agrees to schedule one day of mediation
      with such mediator within thirty (30) days to resolve the disputes and to share
      equally the costs of such mediation. If a party refuses to mediate, then such
      party thereby waives any recovery for attorneys’ fees or costs incurred in any
      litigation brought to construe or enforce this Agreement. Otherwise, if the
      parties are unable to resolve their dispute by mediation, then the prevailing
      party or parties shall be entitled to recover reasonable attorneys’ fees, costs
      and expenses, including the cost of the mediation.

     

    6.  Governing
      Laws.
      This
      Agreement is made and performable in Tarrant County, Texas, and shall be
      construed in accordance with the laws of the State of Texas.

     

    
      
         

      

      
        Page
          2

        
          

        

      

      
         

      

    

     

    7.  No
      Duress.
      Each
      signatory to this Agreement has executed it freely and without duress, after
      having consulted with, or having had the opportunity to consult with, the
      attorneys of such person’s choice.

     

    8.  Closing.
      Closing
      of this Agreement shall occur no later than December 21, 2005.

     

    9.  Confidentiality.
      The
      parties to this Agreement agree to keep the terms and the fact of this
      settlement CONFIDENTIAL; EXCEPT they may disclose such terms (a) to the extent
      necessary, to their respective lawyers, accountants and financial advisers
      to
      the extent necessary to carry out their respective functions, who in turn shall
      agree to be bound to keep such terms confidential; (b) in response to lawful
      subpoena; and (c) to the extent otherwise required by law or regulation. The
      parties may state that the case has been “resolved by agreement.” Also, the
      parties understand and agree that as a publicly held company, Matrix Bancorp,
      Inc. may, in its discretion, without violating the terms of this Section: (a)
      publicly disclose the material terms of this Agreement and (b) file this
      Agreement with the Securities Exchange Commission as part of its periodic
      reporting obligations.

     

    10.  Entire
      Agreement; Intent to be Bound.
      This
      document constitutes the full, complete and final statement of the Agreement
      and
      understanding of the parties as to all terms, conditions and understandings
      relating to this Agreement. It supercedes any and all prior agreements,
      arrangements or understandings between the parties on all subjects in any way
      related to the subject of this Agreement. No promises, oral understandings,
      statements or inducements contrary to or inconsistent with the terms of this
      Agreement exist, and no warranties, representations or undertakings are made
      by
      the parties hereto except as are expressly provided herein. The Agreement may
      not be varied or modified, except by a writing signed by the parties
      hereto.

     

    11.  Invalid
      Provisions.
      If any
      provision of this Agreement is held invalid or unenforceable by any court,
      tribunal or arbitrator(s), for any reason, the rest of the Agreement shall
      not
      be invalid but shall be enforced as written in harmony with the purpose of
      this
      Agreement, and the parties shall use their reasonable efforts to find and employ
      a valid and enforceable alternative means of achieving the same or substantially
      the same result as that contemplated by the provision held invalid or
      unenforceable. If no such alternative means can be devised, then the parties
      reserve any rights to other relief they may have under applicable law, including
      the right to rescind this Agreement on grounds of failure of
      consideration.

     

    12.  Counterparts.
      The
      Agreement may be executed contemporaneously in two or more counterparts, each
      of
      which shall be deemed an original, but all of which together shall constitute
      one and the same instrument. Facsimile copies of signatures shall be deemed
      original signatures.

     

     

    
      
         

      

      
        Page
          3

        
          

        

      

      
         

      

    

     

    IN
      WITNESS WHEREOF, the parties have executed the Agreement as of the date of
      the
      last signature hereto. 

     

    PLAINTIFFS
      AND INTERVENORS:


     

    
      	   
              	 	   
              
	 	 	 
	   
              	 	   
              
	 	 	 
	   
              	 	   
              
	 	 	 
	   
              	 	   
              
	 	 	 
	   
              	 	   
              
	 	 	 
	   
              	 	   
              
	 	 	 
	   
              	 	   
              
	 	 	 
	   
              	 	   
              
	 	 	 
	   
              	 	   
              


    

     

    
      
        	   
                	 	   
                
	 	 	 
	   
                	 	   
                
	 	 	 
	   
                	 	   
                
	 	 	 
	   
                	 	   
                
	 	 	 
	   
                	 	   
                
	 	 	 
	   
                	 	   
                
	 	 	 
	   
                	 	   
                
	 	 	 
	   
                	 	   
                
	 	 	 
	   
                	 	   
                


      

       

    

     

    
      
         

      

      
        Page
          4

        
          

        

      

      
         

      

    

     

    DEFENDANTS:

     

    

      	 	 	 	 
	STERLING
              TRUST COMPANY	MATRIX
              BANCORP, INC.
	 	 
 	 
 	 
 
	By:  	
            	By:  	 
	
            	
              
 	 	
              
 
	Its:	 	Its:	 
	
            	
              
 	
              

            
	 	 	 



      	 	 	 	 
	 	MATRIX
              CAPITAL BANK
	 	 
 	 
 	 
 
	  	
            	By:  	 
	
            	 	 	
              
 
	
            	 	Its:	 
	
            	 	
              

            
	 	 	 





    
      
         

      

      
        Page
          5

        
          

        

      

      
         

      

    

     

    ATTORNEYS
      FOR PLAINTIFFS AND INTERVENOR:

    


    


    


     

    
      
        

      

    

    Thomas
      G.
      Farrier

    State
      Bar
      No. 06839600

    MURPHY,
      MAHON, KEFFLER & FARRIER, L.L.P.

    500
      Main
      Street, Suite 1200

    Fort
      Worth, Texas 76102

    Telephone:
      (817) 877-3666

    Facsimile:
      (817) 877-3668

    


    ATTORNEY
      FOR PLAINTIFFS

    


    


     

     

    
      
        

      

    

    Rickey
      J.
      Brantley

    State
      Bar
      No. 02899730

    JOSE,
      HENRY, BRANTLEY & KELTNER, L.L.P.

    675
      N.
      Henderson Street

    Fort
      Worth, Texas 76107

    Telephone:
      (817) 877-3303

    Facsimile:
      (817) 338-9109

    


    ATTORNEY
      FOR PLAINTIFFS

    


    


    


    


     

    
      
        

      

    

    James
      Dan
      Moorhead

    State
      Bar
      No. 14411500

    LAW
      OFFICE OF JAMES DAN MOORHEAD

    3609-A
      Pioneer Parkway West

    Arlington,
      Texas 76013

    Telephone:
      (817) 226-2884

    Facsimile:
      (817) 277-1253

    


    ATTORNEY
      FOR INTERVENOR

     

    

 

    
      
         

      

      
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          6

        
          

        

      

      
         

      

    

     

    ATTORNEYS
      FOR DEFENDANTS:

    


    


    


     

     

      
        

      

    

    Donald
      E.
      Herrmann

    State
      Bar
      No. 09541300

    Dee
      J.
      Kelly, Jr.

    State
      Bar
      No. 11217250

    Frank
      P.
      Greenhaw, IV

    State
      Bar
      No. 24002179

    KELLY,
      HART & HALLMAN, P.C.

    201
      Main
      Street, Suite 2500

    Fort
      Worth, Texas 76102

    Telephone:
      (817) 332-2500

    Facsimile:
      (817) 878-9280

    


    ATTORNEYS
      FOR GUY A. GIBSON, RICHARD V. SCHMITZ, D. MARK SPENCER, THE VINTAGE GROUP,
      INC.,
      VINTAGE DELAWARE HOLDINGS, INC., MATRIX CAPITAL BANK AND STERLING TRUST
      COMPANY

    


    


    


    


     

     

      
        

      

    

    Bill
      F.
      Bogle

    State
      Bar
      No. 02561000

    HARRIS,
      FINLEY & BOGLE, P.C.

    777
      Main
      Street, Suite 3600

    Fort
      Worth, Texas 76102

    Telephone:
      (817) 870-8700

    Facsimile:
      (817) 332-6121

    


    ATTORNEY
      FOR MATRIX BANCORP, INC.

    
      	 	 	 
	 	 	 
	
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