GUARANTEE AGREEMENT

                              Matrix Bancorp, Inc.

                            Dated as of June 30, 2005







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                               TABLE OF CONTENTS

                                                                            PAGE
                                   ARTICLE I
                         DEFINITIONS AND INTERPRETATION

SECTION 1.1.    Definitions and Interpretation...............................  1

                                   ARTICLE II
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 2.1.    Powers and Duties of the Guarantee Trustee...................  4
SECTION 2.2.    Certain Rights of the Guarantee Trustee......................  5
SECTION 2.3.    Not Responsible for Recitals or Issuance of Guarantee........  7
SECTION 2.4.    Events of Default; Waiver....................................  7
SECTION 2.5.    Events of Default; Notice....................................  8

                                  ARTICLE III
                             THE GUARANTEE TRUSTEE

SECTION 3.1.    The Guarantee Trustee; Eligibility...........................  8
SECTION 3.2.    Appointment, Removal and Resignation of the Guarantee Trustee  9

                                   ARTICLE IV
                                   GUARANTEE

SECTION 4.1.    Guarantee....................................................  9
SECTION 4.2.    Waiver of Notice and Demand.................................. 10
SECTION 4.3.    Obligations Not Affected..................................... 10
SECTION 4.4.    Rights of Holders............................................ 11
SECTION 4.5.    Guarantee of Payment......................................... 11
SECTION 4.6.    Subrogation.................................................. 11
SECTION 4.7.    Independent Obligations...................................... 12
SECTION 4.8.    Enforcement.................................................. 12


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                               TABLE OF CONTENTS
                                  (continued)

                                                                            PAGE
                                   ARTICLE V
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 5.1.    Limitation of Transactions................................... 12
SECTION 5.2.    Ranking...................................................... 13

                                   ARTICLE VI
                                  TERMINATION

SECTION 6.1.    Termination.................................................. 13

                                  ARTICLE VII
                                INDEMNIFICATION

SECTION 7.1.    Exculpation.................................................. 14
SECTION 7.2.    Indemnification.............................................. 14
SECTION 7.3.    Compensation; Reimbursement of Expenses...................... 15

                                  ARTICLE VIII
                                 MISCELLANEOUS

SECTION 8.1.    Successors and Assigns....................................... 16
SECTION 8.2.    Amendments................................................... 16
SECTION 8.3.    Notices...................................................... 16
SECTION 8.4.    Benefit...................................................... 17
SECTION 8.5.    Governing Law................................................ 17
SECTION 8.6.    Counterparts................................................. 17


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                               GUARANTEE AGREEMENT

            This  GUARANTEE  AGREEMENT (the  "Guarantee"),  dated as of June 30,
2005,  is executed  and  delivered  by Matrix  Bancorp,  Inc.,  incorporated  in
Colorado  (the  "Guarantor"),  and Wells Fargo  Bank,  National  Association,  a
national  banking  association with its principal place of business in the State
of  Delaware,  as trustee  (the  "Guarantee  Trustee"),  for the  benefit of the
Holders (as defined  herein)  from time to time of the  Capital  Securities  (as
defined herein) of Matrix Bancorp Capital Trust VIII, a Delaware statutory trust
(the "Issuer").

            WHEREAS,  pursuant to an Amended and Restated  Declaration  of Trust
(the "Declaration"), dated as of June 30, 2005, among the trustees named therein
of the Issuer,  Matrix Bancorp,  Inc., as sponsor,  and the Holders from time to
time of undivided  beneficial  interests in the assets of the Issuer, the Issuer
is issuing on the date hereof securities, having an aggregate liquidation amount
of  up  to  $7,500,000,   designated  the  Capital   Securities   (the  "Capital
Securities"); and

            WHEREAS,  as  incentive  for the  Holders to  purchase  the  Capital
Securities,  the Guarantor desires  irrevocably and unconditionally to agree, to
the  extent  set  forth in this  Guarantee,  to pay to the  Holders  of  Capital
Securities the Guarantee  Payments (as defined herein) and to make certain other
payments on the terms and conditions set forth herein.

            NOW,  THEREFORE,  in consideration of the purchase by each Holder of
the Capital Securities, which purchase the Guarantor hereby agrees shall benefit
the  Guarantor,  the  Guarantor  executes and delivers  this  Guarantee  for the
benefit of the Holders.

                                    ARTICLE I
                         DEFINITIONS AND INTERPRETATION

            SECTION 1.1. Definitions and Interpretation.

            In this Guarantee, unless the context otherwise requires:

            (a) capitalized  terms used in this Guarantee but not defined in the
      preamble  above  have the  respective  meanings  assigned  to them in this
      Section 1.1;

            (b) a term defined  anywhere in this  Guarantee has the same meaning
      throughout;

            (c) all  references to "the  Guarantee" or "this  Guarantee"  are to
      this Guarantee as modified, supplemented or amended from time to time;

            (d) all references in this Guarantee to Articles and Sections are to
      Articles and Sections of this Guarantee, unless otherwise specified;

            (e) terms defined in the  Declaration as of the date of execution of
      this Guarantee have the same meanings when used in this Guarantee,  unless
      otherwise  defined  in this  Guarantee  or unless  the  context  otherwise
      requires; and


<PAGE>

            (f) a reference to the singular includes the plural and vice versa.

            "Beneficiaries"  means any Person to whom the Issuer is or hereafter
becomes indebted or liable.

            "Corporate  Trust Office" means the office of the Guarantee  Trustee
at which the corporate  trust business of the Guarantee  Trustee  shall,  at any
particular  time,  be  principally  administered,  which  office  at the date of
execution  of this  Guarantee  is  located  at 919  Market  Street,  Suite  700,
Wilmington, DE 19801.

            "Covered Person" means any Holder of Capital Securities.

            "Debentures"  means the  junior  subordinated  debentures  of Matrix
Bancorp, Inc., designated the Junior Subordinated Debt Securities due 2035, held
by the Institutional Trustee (as defined in the Declaration) of the Issuer.

            "Event of Default" has the meaning set forth in Section 2.4.

            "Guarantee  Payments" means the following payments or distributions,
without duplication,  with respect to the Capital Securities,  to the extent not
paid or made by the Issuer: (i) any accrued and unpaid Distributions (as defined
in the Declaration)  which are required to be paid on such Capital Securities to
the extent the Issuer has funds available in the Property Account (as defined in
the Declaration) therefor at such time, (ii) the Redemption Price (as defined in
the  Indenture)  to the extent the Issuer has funds  available  in the  Property
Account therefor at such time, with respect to any Capital Securities called for
redemption by the Issuer,  (iii) the Special Redemption Price (as defined in the
Indenture) to the extent the Issuer has funds available in the Property  Account
therefor at such time, with respect to Capital  Securities called for redemption
upon the occurrence of a Special Event (as defined in the  Indenture),  and (iv)
upon  a  voluntary  or  involuntary  liquidation,   dissolution,  winding-up  or
termination  of the Issuer (other than in connection  with the  distribution  of
Debentures  to the Holders of the  Capital  Securities  in exchange  therefor as
provided in the Declaration), the lesser of (a) the aggregate of the liquidation
amount and all accrued and unpaid Distributions on the Capital Securities to the
date of payment,  to the extent the Issuer has funds  available  in the Property
Account  therefor  at such  time,  and (b) the  amount of  assets of the  Issuer
remaining  available for  distribution  to Holders in  liquidation of the Issuer
after  satisfaction  of  liabilities  to  creditors of the Issuer as required by
applicable law (in either case, the "Liquidation Distribution").

            "Guarantee  Trustee" means Wells Fargo Bank,  National  Association,
until a Successor  Guarantee  Trustee has been  appointed  and has accepted such
appointment  pursuant to the terms of this Guarantee and  thereafter  means each
such Successor Guarantee Trustee.

            "Holder" means any holder, as registered on the books and records of
the Issuer, of any Capital Securities;  provided,  however, that, in determining
whether the holders of the requisite percentage of Capital Securities have given
any request, notice, consent or waiver hereunder, "Holder" shall not include the
Guarantor or any Affiliate of the Guarantor.

            "Indemnified  Person" means the Guarantee Trustee  (including in its
individual  capacity),  any Affiliate of the Guarantee Trustee, or any officers,
directors, shareholders,


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members, partners, employees, representatives, nominees, custodians or agents of
the Guarantee Trustee.

            "Indenture" means the Indenture,  dated as of June 30, 2005, between
the Guarantor and Wells Fargo Bank, National Association,  not in its individual
capacity but solely as trustee, and any indenture  supplemental thereto pursuant
to which the  Debentures  are to be issued to the  Institutional  Trustee of the
Issuer.

            "Liquidation   Distribution"  has  the  meaning  set  forth  in  the
definition of "Guarantee Payments" herein.

            "Majority in  liquidation  amount of the Capital  Securities"  means
Holder(s) of outstanding  Capital  Securities,  voting together as a class,  but
separately  from the  holders  of  Common  Securities,  of more  than 50% of the
aggregate  liquidation amount (including the stated amount that would be paid on
redemption,  liquidation or otherwise, plus accrued and unpaid Distributions to,
but excluding, the date upon which the voting percentages are determined) of all
Capital Securities then outstanding.

            "Obligations"  means any costs,  expenses  or  liabilities  (but not
including liabilities related to taxes) of the Issuer, other than obligations of
the  Issuer to pay to  holders  of any Trust  Securities  the  amounts  due such
holders pursuant to the terms of the Trust Securities.

            "Officer's  Certificate"  means,  with  respect  to  any  Person,  a
certificate  signed by one  Authorized  Officer of such  Person.  Any  Officer's
Certificate  delivered  with respect to compliance  with a condition or covenant
provided for in this Guarantee shall include:

            (a) a statement that each officer signing the Officer's  Certificate
      has read the covenant or condition and the definitions relating thereto;

            (b) a brief  statement of the nature and scope of the examination or
      investigation  undertaken  by each  officer  in  rendering  the  Officer's
      Certificate;

            (c) a statement that each such officer has made such  examination or
      investigation as, in such officer's  opinion,  is necessary to enable such
      officer to express an informed  opinion as to whether or not such covenant
      or condition has been complied with; and

            (d) a statement as to whether,  in the opinion of each such officer,
      such condition or covenant has been complied with.

            "Person"   means  a  legal   person,   including   any   individual,
corporation,  estate,  partnership,  joint  venture,  association,  joint  stock
company,  limited  liability  company,  trust,  unincorporated  association,  or
government or any agency or political  subdivision  thereof, or any other entity
of whatever nature.

            "Responsible  Officer" means, with respect to the Guarantee Trustee,
any officer  within the  Corporate  Trust Office of the  Guarantee  Trustee with
direct  responsibility  for the  administration  of any matters relating to this
Guarantee, including any vice president, any


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assistant vice president, any secretary, any assistant secretary, the treasurer,
any  assistant  treasurer,  any trust  officer or other officer of the Corporate
Trust Office of the Guarantee Trustee customarily  performing  functions similar
to those performed by any of the above designated  officers and also means, with
respect to a particular  corporate trust matter,  any other officer to whom such
matter is referred  because of that officer's  knowledge of and familiarity with
the particular subject.

            "Successor  Guarantee  Trustee" means a successor  Guarantee Trustee
possessing the qualifications to act as Guarantee Trustee under Section 3.1.

            "Trust  Securities"  means the  Common  Securities  and the  Capital
Securities.

                                   ARTICLE II
               POWERS, DUTIES AND RIGHTS OF THE GUARANTEE TRUSTEE

SECTION 2.1. Powers and Duties of the Guarantee Trustee.

            (a) This  Guarantee  shall be held by the Guarantee  Trustee for the
      benefit  of the  Holders  of the  Capital  Securities,  and the  Guarantee
      Trustee shall not transfer this Guarantee to any Person except a Holder of
      Capital Securities exercising his or her rights pursuant to Section 4.4(b)
      or to a  Successor  Guarantee  Trustee  on  acceptance  by such  Successor
      Guarantee  Trustee  of  its  appointment  to act  as  Successor  Guarantee
      Trustee.  The right,  title and interest of the  Guarantee  Trustee  shall
      automatically vest in any Successor  Guarantee  Trustee,  and such vesting
      and  cessation  of title shall be  effective  whether or not  conveyancing
      documents have been executed and delivered  pursuant to the appointment of
      such Successor Guarantee Trustee.

            (b) If an Event of Default  actually known to a Responsible  Officer
      of the  Guarantee  Trustee has occurred and is  continuing,  the Guarantee
      Trustee shall enforce this Guarantee for the benefit of the Holders of the
      Capital Securities.

            (c) The  Guarantee  Trustee,  before the  occurrence of any Event of
      Default and after the curing or waiving of all Events of Default  that may
      have  occurred,  shall  undertake  to  perform  only  such  duties  as are
      specifically set forth in this Guarantee,  and no implied  covenants shall
      be read into this  Guarantee  against the  Guarantee  Trustee.  In case an
      Event of Default has occurred (that has not been cured or waived  pursuant
      to Section  2.4(b)) and is actually known to a Responsible  Officer of the
      Guarantee Trustee, the Guarantee Trustee shall exercise such of the rights
      and powers vested in it by this Guarantee, and use the same degree of care
      and skill in its exercise  thereof,  as a prudent person would exercise or
      use under the circumstances in the conduct of his or her own affairs.

            (d) No provision of this Guarantee shall be construed to relieve the
      Guarantee  Trustee from  liability for its own negligent  action,  its own
      negligent failure to act, or its own willful misconduct, except that:

                  (i) prior to the  occurrence of any Event of Default and after
            the  curing  or  waiving  of all  Events  of  Default  that may have
            occurred:


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<PAGE>

                        (A) the duties and obligations of the Guarantee  Trustee
                  shall be determined  solely by the express  provisions of this
                  Guarantee,  and the  Guarantee  Trustee  shall  not be  liable
                  except for the  performance of such duties and  obligations as
                  are specifically  set forth in this Guarantee,  and no implied
                  covenants  or  obligations  shall be read into this  Guarantee
                  against the Guarantee Trustee; and

                        (B) in the  absence  of bad  faith  on the  part  of the
                  Guarantee  Trustee,  the  Guarantee  Trustee may  conclusively
                  rely, as to the truth of the statements and the correctness of
                  the  opinions  expressed  therein,  upon any  certificates  or
                  opinions  furnished to the Guarantee Trustee and conforming to
                  the  requirements  of this  Guarantee;  but in the case of any
                  such  certificates  or  opinions  furnished  to the  Guarantee
                  Trustee,  the  Guarantee  Trustee  shall  be  under  a duty to
                  examine  the same to  determine  whether  or not on their face
                  they conform to the requirements of this Guarantee;

                  (ii) the  Guarantee  Trustee shall not be liable for any error
            of  judgment  made in good  faith by a  Responsible  Officer  of the
            Guarantee  Trustee,  unless it shall be proved that such Responsible
            Officer  of the  Guarantee  Trustee  or the  Guarantee  Trustee  was
            negligent  in  ascertaining  the  pertinent  facts  upon  which such
            judgment was made;

                  (iii) the  Guarantee  Trustee shall not be liable with respect
            to any  action  taken or  omitted to be taken by it in good faith in
            accordance  with the  written  direction  of the Holders of not less
            than a Majority  in  liquidation  amount of the  Capital  Securities
            relating to the time,  method and place of conducting any proceeding
            for any remedy available to the Guarantee Trustee, or exercising any
            trust or power  conferred  upon the  Guarantee  Trustee  under  this
            Guarantee; and

                  (iv)  no  provision  of  this  Guarantee   shall  require  the
            Guarantee Trustee to expend or risk its own funds or otherwise incur
            personal financial liability in the performance of any of its duties
            or in the exercise of any of its rights or powers,  if the Guarantee
            Trustee  shall  have  reasonable  grounds  for  believing  that  the
            repayment  of such funds is not  reasonably  assured to it under the
            terms of this  Guarantee,  or  security  and  indemnity,  reasonably
            satisfactory  to  the  Guarantee  Trustee,   against  such  risk  or
            liability is not reasonably assured to it.

SECTION 2.2. Certain Rights of the Guarantee Trustee.

            (a) Subject to the provisions of Section 2.1:

                  (i) The Guarantee Trustee may conclusively  rely, and shall be
            fully  protected  in acting or  refraining  from  acting  upon,  any
            resolution,  certificate,  statement,  instrument,  opinion, report,
            notice, request,  direction,  consent, order, bond, debenture, note,
            other evidence of indebtedness  or other paper or document  believed
            by it to be genuine and to have been  signed,  sent or  presented by
            the proper party or parties.


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<PAGE>

                  (ii) Any  direction or act of the  Guarantor  contemplated  by
            this  Guarantee  shall be  sufficiently  evidenced  by an  Officer's
            Certificate.

                  (iii) Whenever,  in the administration of this Guarantee,  the
            Guarantee Trustee shall deem it desirable that a matter be proved or
            established   before  taking,   suffering  or  omitting  any  action
            hereunder,  the Guarantee  Trustee  (unless other evidence is herein
            specifically  prescribed)  may,  in the  absence of bad faith on its
            part, request and conclusively rely upon an Officer's Certificate of
            the Guarantor which, upon receipt of such request, shall be promptly
            delivered by the Guarantor.

                  (iv) The  Guarantee  Trustee  shall have no duty to see to any
            recording, filing or registration of any instrument or other writing
            (or any rerecording, refiling or reregistration thereof).

                  (v) The  Guarantee  Trustee  may consult  with  counsel of its
            selection, and the advice or opinion of such counsel with respect to
            legal  matters  shall  be  full  and  complete   authorization   and
            protection in respect of any action taken, suffered or omitted by it
            hereunder  in good  faith  and in  accordance  with  such  advice or
            opinion.  Such counsel may be counsel to the Guarantor or any of its
            Affiliates  and may  include  any of its  employees.  The  Guarantee
            Trustee  shall  have  the  right  at any  time to seek  instructions
            concerning  the  administration  of this Guarantee from any court of
            competent jurisdiction.

                  (vi) The  Guarantee  Trustee  shall be under no  obligation to
            exercise any of the rights or powers vested in it by this  Guarantee
            at the request or direction of any Holder,  unless such Holder shall
            have provided to the Guarantee  Trustee such security and indemnity,
            reasonably satisfactory to the Guarantee Trustee, against the costs,
            expenses (including attorneys' fees and expenses and the expenses of
            the  Guarantee   Trustee's  agents,   nominees  or  custodians)  and
            liabilities  that might be  incurred  by it in  complying  with such
            request or direction,  including such reasonable  advances as may be
            requested by the Guarantee Trustee; provided,  however, that nothing
            contained in this Section  2.2(a)(vi)  shall be taken to relieve the
            Guarantee  Trustee,  upon the occurrence of an Event of Default,  of
            its  obligation  to exercise  the rights and powers  vested in it by
            this Guarantee.

                  (vii)  The  Guarantee  Trustee  shall not be bound to make any
            investigation  into the facts or matters  stated in any  resolution,
            certificate,   statement,   instrument,   opinion,  report,  notice,
            request,  direction,  consent,  order, bond, debenture,  note, other
            evidence  of  indebtedness  or  other  paper  or  document,  but the
            Guarantee Trustee, in its discretion,  may make such further inquiry
            or investigation into such facts or matters as it may see fit.

                  (viii) The Guarantee  Trustee may execute any of the trusts or
            powers  hereunder or perform any duties hereunder either directly or
            by or through  agents,  nominees,  custodians or attorneys,  and the
            Guarantee Trustee shall not be


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<PAGE>

            responsible  for any  misconduct  or  negligence  on the part of any
            agent or attorney appointed with due care by it hereunder.

                  (ix) Any action taken by the  Guarantee  Trustee or its agents
            hereunder shall bind the Holders of the Capital Securities,  and the
            signature  of the  Guarantee  Trustee or its agents  alone  shall be
            sufficient and effective to perform any such action.  No third party
            shall be required to inquire as to the  authority  of the  Guarantee
            Trustee to so act or as to its compliance  with any of the terms and
            provisions of this  Guarantee,  both of which shall be  conclusively
            evidenced  by the  Guarantee  Trustee's  or its agent's  taking such
            action.

                  (x)  Whenever  in the  administration  of this  Guarantee  the
            Guarantee  Trustee  shall deem it desirable to receive  instructions
            with  respect to  enforcing  any remedy or right or taking any other
            action hereunder, the Guarantee Trustee (A) may request instructions
            from the Holders of a Majority in liquidation  amount of the Capital
            Securities,  (B) may refrain from  enforcing such remedy or right or
            taking such other  action until such  instructions  are received and
            (C)  shall be  protected  in  conclusively  relying  on or acting in
            accordance with such instructions.

                  (xi) The Guarantee  Trustee shall not be liable for any action
            taken,  suffered,  or  omitted  to be taken by it in good  faith and
            reasonably  believed by it to be authorized or within the discretion
            or rights or powers conferred upon it by this Guarantee.

            (b) No  provision  of this  Guarantee  shall be deemed to impose any
duty or  obligation  on the  Guarantee  Trustee  to  perform  any act or acts or
exercise any right, power, duty or obligation conferred or imposed on it, in any
jurisdiction  in which it shall be  illegal  or in which the  Guarantee  Trustee
shall be unqualified or incompetent in accordance with applicable law to perform
any such act or acts or to exercise any such right,  power,  duty or obligation.
No permissive  power or authority  available to the  Guarantee  Trustee shall be
construed to be a duty.

SECTION 2.3. Not Responsible for Recitals or Issuance of Guarantee.

            The  recitals  contained  in this  Guarantee  shall  be taken as the
statements  of the  Guarantor,  and the  Guarantee  Trustee  does not assume any
responsibility   for  their   correctness.   The  Guarantee   Trustee  makes  no
representation as to the validity or sufficiency of this Guarantee.

SECTION 2.4. Events of Default; Waiver.

            (a) An Event of  Default  under this  Guarantee  will occur upon the
      failure  of  the  Guarantor  to  perform  any  of  its  payment  or  other
      obligations hereunder.

            (b) The Holders of a Majority in  liquidation  amount of the Capital
      Securities  may, voting or consenting as a class, on behalf of the Holders
      of all of the Capital Securities,  waive any past Event of Default and its
      consequences. Upon such waiver, any


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<PAGE>

      such Event of Default  shall  cease to exist,  and shall be deemed to have
      been cured, for every purpose of this Guarantee,  but no such waiver shall
      extend to any  subsequent  or other  default or Event of Default or impair
      any right consequent thereon.

SECTION 2.5. Events of Default; Notice.

            (a) The Guarantee Trustee shall, within 90 days after the occurrence
      of an Event of Default,  transmit by mail, first class postage prepaid, to
      the  Holders of the Capital  Securities,  notices of all Events of Default
      actually known to a Responsible  Officer of the Guarantee Trustee,  unless
      such defaults have been cured before the giving of such notice,  provided,
      however, that the Guarantee Trustee shall be protected in withholding such
      notice if and so long as a Responsible Officer of the Guarantee Trustee in
      good  faith  determines  that the  withholding  of such  notice  is in the
      interests of the Holders of the Capital Securities.

            (b) The Guarantee Trustee shall not be charged with knowledge of any
      Event of Default unless the Guarantee  Trustee shall have received written
      notice  thereof from the Guarantor or a Holder of the Capital  Securities,
      or a  Responsible  Officer  of the  Guarantee  Trustee  charged  with  the
      administration of this Guarantee shall have actual knowledge thereof.

                                   ARTICLE III
                              THE GUARANTEE TRUSTEE

SECTION 3.1. The Guarantee Trustee; Eligibility.

            (a) There shall at all times be a Guarantee Trustee which shall:

                  (i) not be an Affiliate of the Guarantor; and

                  (ii) be a corporation  or national  association  organized and
            doing business under the laws of the United States of America or any
            state or territory thereof or of the District of Columbia, or Person
            authorized  under  such laws to  exercise  corporate  trust  powers,
            having a combined  capital and  surplus of at least 50 million  U.S.
            dollars ($50,000,000),  and subject to supervision or examination by
            federal,  state,  territorial or District of Columbia authority.  If
            such  corporation  or  national  association  publishes  reports  of
            condition at least annually,  pursuant to law or to the requirements
            of the supervising or examining  authority  referred to above, then,
            for the purposes of this Section  3.1(a)(ii),  the combined  capital
            and surplus of such  corporation  or national  association  shall be
            deemed to be its  combined  capital  and surplus as set forth in its
            most recent report of condition so published.

            (b) If at any time the Guarantee  Trustee shall cease to be eligible
      to so act under Section 3.1(a),  the Guarantee  Trustee shall  immediately
      resign in the manner and with the effect set forth in Section 3.2(c).


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<PAGE>

            (c) If the Guarantee  Trustee has or shall acquire any  "conflicting
      interest' within the meaning of Section 310(b) of the Trust Indenture Act,
      the Guarantee  Trustee shall either  eliminate  such interest or resign to
      the extent and in the manner provided by, and subject to, this Guarantee.

SECTION 3.2. Appointment, Removal and Resignation of the Guarantee Trustee.

            (a)  Subject  to  Section  3.2(b),  the  Guarantee  Trustee  may  be
      appointed or removed  without  cause at any time by the  Guarantor  except
      during an Event of Default.

            (b) The Guarantee  Trustee  shall not be removed in accordance  with
      Section 3.2(a) until a Successor  Guarantee Trustee has been appointed and
      has  accepted  such  appointment  by written  instrument  executed by such
      Successor Guarantee Trustee and delivered to the Guarantor.

            (c) The  Guarantee  Trustee  appointed  to office  shall hold office
      until a Successor Guarantee Trustee shall have been appointed or until its
      removal or  resignation.  The  Guarantee  Trustee  may resign  from office
      (without  need for prior or  subsequent  accounting)  by an  instrument in
      writing executed by the Guarantee  Trustee and delivered to the Guarantor,
      which  resignation  shall  not take  effect  until a  Successor  Guarantee
      Trustee  has  been  appointed  and has  accepted  such  appointment  by an
      instrument in writing  executed by such  Successor  Guarantee  Trustee and
      delivered to the Guarantor and the resigning Guarantee Trustee.

            (d) If no Successor  Guarantee Trustee shall have been appointed and
      accepted  appointment as provided in this Section 3.2 within 60 days after
      delivery of an instrument of removal or resignation, the Guarantee Trustee
      resigning   or  being   removed  may   petition  any  court  of  competent
      jurisdiction for appointment of a Successor Guarantee Trustee.  Such court
      may  thereupon,  after  prescribing  such  notice,  if any, as it may deem
      proper, appoint a Successor Guarantee Trustee.

            (e) No Guarantee  Trustee  shall be liable for the acts or omissions
      to act of any Successor Guarantee Trustee.

            (f) Upon  termination of this Guarantee or removal or resignation of
      the Guarantee  Trustee  pursuant to this Section 3.2, the Guarantor  shall
      pay to the Guarantee  Trustee all amounts  owing to the Guarantee  Trustee
      under  Sections  7.2  and 7.3  accrued  to the  date of such  termination,
      removal or resignation.

                                   ARTICLE IV
                                    GUARANTEE

SECTION 4.1. Guarantee.

            (a) The Guarantor  irrevocably and unconditionally  agrees to pay in
      full to the Holders the Guarantee Payments (without duplication of amounts
      theretofore  paid by the  Issuer),  as and  when  due,  regardless  of any
      defense (except as defense of payment by the Issuer),  right of set-off or
      counterclaim that the Issuer may have or assert. The


                                      -9-
<PAGE>

      Guarantor's  obligation  to make a Guarantee  Payment may be  satisfied by
      direct payment of the required  amounts by the Guarantor to the Holders or
      by causing the Issuer to pay such amounts to the Holders.

            (b)  The  Guarantor  hereby  also  agrees  to  assume  any  and  all
      Obligations  of the Issuer and in the event any such  Obligation is not so
      assumed,  subject to the terms and conditions hereof, the Guarantor hereby
      irrevocably and  unconditionally  guarantees to each  Beneficiary the full
      payment,   when  and  as  due,  of  any  and  all   Obligations   to  such
      Beneficiaries.  This Guarantee is intended to be for the Beneficiaries who
      have received notice hereof.

SECTION 4.2. Waiver of Notice and Demand.

            The Guarantor  hereby waives notice of acceptance of this  Guarantee
and of any liability to which it applies or may apply,  presentment,  demand for
payment, any right to require a proceeding first against the Issuer or any other
Person before proceeding against the Guarantor,  protest,  notice of nonpayment,
notice of dishonor, notice of redemption and all other notices and demands.

SECTION 4.3. Obligations Not Affected.

            The obligations,  covenants,  agreements and duties of the Guarantor
under this  Guarantee  shall in no way be  affected or impaired by reason of the
happening from time to time of any of the following:

            (a) the release or waiver, by operation of law or otherwise,  of the
      performance  or  observance  by the  Issuer  of  any  express  or  implied
      agreement,  covenant, term or condition relating to the Capital Securities
      to be performed or observed by the Issuer;

            (b) the  extension  of time for the  payment by the Issuer of all or
      any portion of the  Distributions,  Redemption Price,  Special  Redemption
      Price,  Liquidation Distribution or any other sums payable under the terms
      of the Capital  Securities or the extension of time for the performance of
      any other  obligation  under,  arising out of, or in connection  with, the
      Capital Securities (other than an extension of time for the payment of the
      Distributions,  Redemption Price,  Special  Redemption Price,  Liquidation
      Distribution  or other sums payable that results from the extension of any
      interest payment period on the Debentures or any extension of the maturity
      date of the Debentures permitted by the Indenture);

            (c) any failure, omission, delay or lack of diligence on the part of
      the Holders to enforce, assert or exercise any right, privilege,  power or
      remedy  conferred  on the  Holders  pursuant  to the terms of the  Capital
      Securities, or any action on the part of the Issuer granting indulgence or
      extension of any kind;

            (d) the voluntary or involuntary liquidation,  dissolution,  sale of
      any collateral,  receivership,  insolvency, bankruptcy, assignment for the
      benefit  of  creditors,   reorganization,   arrangement,   composition  or
      readjustment  of debt of,  or other  similar  proceedings  affecting,  the
      Issuer or any of the assets of the Issuer;


                                      -10-
<PAGE>

            (e) any  invalidity  of, or defect or  deficiency  in,  the  Capital
      Securities;

            (f) the settlement or compromise of any obligation guaranteed hereby
      or hereby incurred; or

            (g)  any  other   circumstance   whatsoever   that  might  otherwise
      constitute  a legal or equitable  discharge or defense of a guarantor,  it
      being the intent of this Section 4.3 that the obligations of the Guarantor
      hereunder  shall  be  absolute  and   unconditional   under  any  and  all
      circumstances.

            There  shall be no  obligation  of the Holders to give notice to, or
obtain  consent of, the  Guarantor  with respect to the  happening of any of the
foregoing.

SECTION 4.4. Rights of Holders.

            (a) The Holders of a Majority in  liquidation  amount of the Capital
      Securities  have  the  right to  direct  the  time,  method  and  place of
      conducting  any  proceeding  for any  remedy  available  to the  Guarantee
      Trustee in  respect of this  Guarantee  or to direct the  exercise  of any
      trust or power conferred upon the Guarantee  Trustee under this Guarantee;
      provided,  however,  that  (subject to Sections 2.1 and 2.2) the Guarantee
      Trustee  shall have the right to decline to follow any such  direction  if
      the Guarantee  Trustee shall  determine that the actions so directed would
      be unjustly  prejudicial  to the Holders not taking part in such direction
      or if the Guarantee Trustee being advised by legal counsel determines that
      the action or  proceeding  so directed may not lawfully be taken or if the
      Guarantee  Trustee in good faith by its board of  directors  or  trustees,
      executive  committee or a trust  committee of directors or trustees and/or
      Responsible  Officers  shall  determine  that the action or  proceeding so
      directed would involve the Guarantee Trustee in personal liability.

            (b)  Any  Holder  of  Capital   Securities  may  institute  a  legal
      proceeding  directly  against  the  Guarantor  to  enforce  the  Guarantee
      Trustee's rights under this Guarantee,  without first  instituting a legal
      proceeding  against the Issuer, the Guarantee Trustee or any other Person.
      The  Guarantor  waives any right or remedy to require that any such action
      be brought  first against the Issuer,  the Guarantee  Trustee or any other
      Person before so proceeding directly against the Guarantor.

SECTION 4.5. Guarantee of Payment.

            This Guarantee creates a guarantee of payment and not of collection.

SECTION 4.6. Subrogation.

            The  Guarantor  shall be  subrogated  to all (if any)  rights of the
Holders of Capital  Securities against the Issuer in respect of any amounts paid
to such Holders by the Guarantor under this Guarantee;  provided,  however, that
the Guarantor shall not (except to the extent required by applicable  provisions
of law) be entitled to enforce or exercise  any right that it may acquire by way
of subrogation or any indemnity,  reimbursement or other agreement, in all cases
as a result of payment under this Guarantee, if, after giving effect to any such
payment, any


                                      -11-
<PAGE>

amounts are due and unpaid under this Guarantee.  If any amount shall be paid to
the Guarantor in violation of the preceding  sentence,  the Guarantor  agrees to
hold such  amount in trust for the  Holders  and to pay over such  amount to the
Holders.

SECTION 4.7. Independent Obligations.

            The  Guarantor  acknowledges  that  its  obligations  hereunder  are
independent  of the  obligations  of the  Issuer  with  respect  to the  Capital
Securities  and that the  Guarantor  shall be liable as principal  and as debtor
hereunder to make  Guarantee  Payments  pursuant to the terms of this  Guarantee
notwithstanding  the  occurrence  of any event  referred to in  subsections  (a)
through (g), inclusive, of Section 4.3 hereof.

SECTION 4.8. Enforcement.

            A Beneficiary may enforce the Obligations of the Guarantor contained
in Section 4.1 (b) directly against the Guarantor,  and the Guarantor waives any
right or remedy to require that any action be brought  against the Issuer or any
other person or entity before proceeding against the Guarantor.

            The  Guarantor  shall be  subrogated  to all  rights (if any) of any
Beneficiary   against  the  Issuer  in  respect  of  any  amounts  paid  to  the
Beneficiaries by the Guarantor under this Guarantee; provided, however, that the
Guarantor shall not (except to the extent  required by applicable  provisions of
law) be entitled to enforce or exercise any rights that it may acquire by way of
subrogation or any indemnity,  reimbursement or other agreement, in all cases as
a result of payment  under  this  Guarantee,  if,  after  giving  effect to such
payment, any amounts are due and unpaid under this Guarantee.

                                    ARTICLE V
                    LIMITATION OF TRANSACTIONS; SUBORDINATION

SECTION 5.1. Limitation of Transactions.

            So long as any Capital Securities remain  outstanding,  if (a) there
shall have  occurred and be  continuing an Event of Default or (b) the Guarantor
shall have selected an Extension  Period as provided in the Declaration and such
period, or any extension thereof,  shall have commenced and be continuing,  then
the Guarantor may not (x) declare or pay any dividends or  distributions  on, or
redeem, purchase, acquire, or make a liquidation payment with respect to, any of
the  Guarantor's  capital  stock or (y)  make any  payment  of  principal  of or
interest  or  premium,  if any,  on or  repay,  repurchase  or  redeem  any debt
securities of the Guarantor  that rank pari passu in all respects with or junior
in interest to the  Debentures  (other than (i) payments  under this  Guarantee,
(ii) repurchases,  redemptions or other  acquisitions of shares of capital stock
of the Guarantor (A) in connection with any employment contract, benefit plan or
other  similar  arrangement  with or for the  benefit of one or more  employees,
officers,   directors,  or  consultants,  (B)  in  connection  with  a  dividend
reinvestment  or stockholder  stock purchase plan or (C) in connection  with the
issuance of capital stock of the Guarantor (or  securities  convertible  into or
exercisable  for  such  capital  stock),  as  consideration  in  an  acquisition
transaction  entered into prior to the occurrence of the Event of Default or the
applicable   Extension   Period,   (iii)   as  a   result   of   any   exchange,
reclassification, combination or


                                      -12-
<PAGE>

conversion  of any  class or  series of the  Guarantor's  capital  stock (or any
capital stock of a subsidiary of the  Guarantor)  for any class or series of the
Guarantor's  capital  stock  or of  any  class  or  series  of  the  Guarantor's
indebtedness for any class or series of the Guarantor's  capital stock, (iv) the
purchase of  fractional  interests in shares of the  Guarantor's  capital  stock
pursuant to the  conversion or exchange  provisions of such capital stock or the
security  being  converted or exchanged,  (v) any  declaration  of a dividend in
connection with any stockholder's  rights plan, or the issuance of rights, stock
or other  property  under any  stockholder's  rights plan, or the  redemption or
repurchase  of rights  pursuant  thereto,  or (vi) any  dividend  in the form of
stock,  warrants,  options or other rights where the dividend stock or the stock
issuable  upon  exercise of such  warrants,  options or other rights is the same
stock as that on which the  dividend  is being  paid or ranks pari passu with or
junior to such stock).

SECTION 5.2. Ranking.

            This  Guarantee  will  constitute  an  unsecured  obligation  of the
Guarantor  and will  rank  subordinate  and  junior in right of  payment  to all
present and future  Senior  Indebtedness  (as defined in the  Indenture)  of the
Guarantor. By their acceptance thereof, each Holder of Capital Securities agrees
to the  foregoing  provisions  of this  Guarantee  and the other terms set forth
herein.

            The right of the Guarantor to  participate  in any  distribution  of
assets of any of its  subsidiaries  upon any such  subsidiary's  liquidation  or
reorganization  or otherwise is subject to the prior claims of creditors of that
subsidiary,  except to the extent the  Guarantor  may itself be  recognized as a
creditor of that subsidiary. Accordingly, the Guarantor's obligations under this
Guarantee  will  be  effectively   subordinated   to  all  existing  and  future
liabilities of the Guarantor's  subsidiaries,  and claimants should look only to
the assets of the Guarantor for payments  thereunder.  This  Guarantee  does not
limit the  incurrence  or issuance  of other  secured or  unsecured  debt of the
Guarantor,  including Senior Indebtedness of the Guarantor,  under any indenture
or agreement that the Guarantor may enter into in the future or otherwise.

                                   ARTICLE VI
                                   TERMINATION

SECTION 6.1. Termination.

            This Guarantee shall terminate as to the Capital Securities (i) upon
full payment of the Redemption  Price or the Special  Redemption  Price,  as the
case  may  be,  of all  Capital  Securities  then  outstanding,  (ii)  upon  the
distribution  of all of the  Debentures  to the  Holders  of all of the  Capital
Securities or (iii) upon full payment of the amounts  payable in accordance with
the Declaration upon dissolution of the Issuer.  This Guarantee will continue to
be  effective  or will be  reinstated,  as the case  may be,  if at any time any
Holder of Capital  Securities  must  restore  payment of any sums paid under the
Capital Securities or under this Guarantee.


                                      -13-
<PAGE>

                                   ARTICLE VII
                                 INDEMNIFICATION

SECTION 7.1. Exculpation.

            (a)  No   Indemnified   Person  shall  be  liable,   responsible  or
      accountable in damages or otherwise to the Guarantor or any Covered Person
      for any loss, damage or claim incurred by reason of any act or omission of
      such  Indemnified  Person in good faith in accordance  with this Guarantee
      and in a manner that such  Indemnified  Person  reasonably  believed to be
      within the scope of the authority  conferred on such Indemnified Person by
      this  Guarantee  or by law,  except that an  Indemnified  Person  shall be
      liable  for any such  loss,  damage  or claim  incurred  by reason of such
      Indemnified Person's negligence or willful misconduct with respect to such
      acts or omissions.

            (b) An  Indemnified  Person  shall be fully  protected in relying in
      good faith upon the records of the Issuer or the  Guarantor  and upon such
      information,  opinions,  reports or statements  presented to the Issuer or
      the  Guarantor  by  any  Person  as  to  matters  the  Indemnified  Person
      reasonably believes are within such other Person's  professional or expert
      competence  and who,  if  selected by such  Indemnified  Person,  has been
      selected  with  reasonable  care by  such  Indemnified  Person,  including
      information, opinions, reports or statements as to the value and amount of
      the assets, liabilities,  profits, losses, or any other facts pertinent to
      the existence and amount of assets from which  Distributions to Holders of
      Capital Securities might properly be paid.

SECTION 7.2. Indemnification.

            (a) The Guarantor agrees to indemnify each  Indemnified  Person for,
      and to hold each Indemnified  Person harmless  against,  any and all loss,
      liability, damage, claim or expense incurred without negligence or willful
      misconduct  on the part of the  Indemnified  Person,  arising out of or in
      connection  with the acceptance or  administration  of the trust or trusts
      hereunder,  including but not limited to the costs and expenses (including
      reasonable  legal fees and expenses) of the Indemnified  Person  defending
      itself  against,  or  investigating,  any claim or liability in connection
      with the exercise or performance of any of the Indemnified Person's powers
      or duties  hereunder.  The  obligation  to  indemnify as set forth in this
      Section 7.2 shall  survive  the  resignation  or removal of the  Guarantee
      Trustee and the termination of this Guarantee.

            (b)  Promptly  after  receipt by an  Indemnified  Person  under this
      Section 7.2 of notice of the commencement of any action,  such Indemnified
      Person  will,  if a claim in  respect  thereof is to be made  against  the
      Guarantor  under this Section 7.2,  notify the Guarantor in writing of the
      commencement  thereof; but the failure so to notify the Guarantor (i) will
      not relieve the Guarantor from liability  under paragraph (a) above unless
      and to the  extent  that the  Guarantor  did not  otherwise  learn of such
      action and such  failure  results in the  forfeiture  by the  Guarantor of
      substantial  rights and defenses and (ii) will not, in any event,  relieve
      the Guarantor from any  obligations to any  Indemnified  Person other than
      the  indemnifcation  obligation  provided  in  paragraph  (a)  above.  The
      Guarantor shall be entitled to appoint  counsel of the Guarantor's  choice
      at the Guarantor's


                                      -14-
<PAGE>

      expense  to  represent  the  Indemnified  Person in any  action  for which
      indemnifcation is sought (in which case the Guarantor shall not thereafter
      be responsible for the fees and expenses of any separate  counsel retained
      by the Indemnified Person or Persons except as set forth below); provided,
      however,  that  such  counsel  shall be  satisfactory  to the  Indemnified
      Person.  Notwithstanding  the  Guarantor's  election to appoint counsel to
      represent the Indemnified  Person in any action,  the  Indemnified  Person
      shall have the right to employ separate counsel (including local counsel),
      and the Guarantor  shall bear the reasonable  fees,  costs and expenses of
      such  separate  counsel  (and  local  counsel),  if (i) the use of counsel
      chosen by the Guarantor to represent the Indemnified  Person would present
      such  counsel  with a conflict of  interest,  (ii) the actual or potential
      defendants in, or targets of, any such action include both the Indemnified
      Person and the Guarantor and the Indemnified  Person shall have reasonably
      concluded  that there may be legal  defenses  available to it and/or other
      Indemnified  Persons  which  are  different  from or  additional  to those
      available to the  Guarantor,  (iii) the Guarantor  shall not have employed
      counsel   satisfactory  to  the   Indemnified   Person  to  represent  the
      Indemnified   Person  within  a  reasonable   time  after  notice  of  the
      institution  of such  action or (iv) the  Guarantor  shall  authorize  the
      Indemnified  Person to  employ  separate  counsel  at the  expense  of the
      Guarantor.  The Guarantor will not,  without the prior written  consent of
      the Indemnified  Persons,  settle or compromise or consent to the entry of
      any judgment with respect to any pending or threatened claim, action, suit
      or proceeding in respect of which  indemnification  or contribution may be
      sought  hereunder  (whether or not the  Indemnified  Persons are actual or
      potential  parties  to such  claim  or  action)  unless  such  settlement,
      compromise  or  consent   includes  an   unconditional   release  of  each
      Indemnified  Person from all liability arising out of such claim,  action,
      suit or proceeding.

SECTION 7.3. Compensation; Reimbursement of Expenses.

            The Guarantor agrees:

            (a)  to  pay to  the  Guarantee  Trustee  from  time  to  time  such
      compensation  for all  services  rendered by it  hereunder  as the parties
      shall agree to from time to time (which  compensation shall not be limited
      by any provision of law in regard to the  compensation  of a trustee of an
      express trust); and

            (b) except as otherwise  expressly provided herein, to reimburse the
      Guarantee Trustee upon request for all reasonable expenses,  disbursements
      and advances  incurred or made by it in  accordance  with any provision of
      this Guarantee (including the reasonable compensation and the expenses and
      disbursements  of its  agents  and  counsel),  except  any  such  expense,
      disbursement  or  advance  as may be  attributable  to its  negligence  or
      willful misconduct.

            The provisions of this Section 7.3 shall survive the  resignation or
removal of the Guarantee Trustee and the termination of this Guarantee.


                                      -15-
<PAGE>

                                  ARTICLE VIII
                                  MISCELLANEOUS

SECTION 8.1. Successors and Assigns.

            All guarantees and agreements contained in this Guarantee shall bind
the  successors,   assigns,  receivers,  trustees  and  representatives  of  the
Guarantor  and  shall  inure  to the  benefit  of  the  Holders  of the  Capital
Securities   then   outstanding.   Except  in  connection  with  any  merger  or
consolidation of the Guarantor with or into another entity or any sale, transfer
or lease of the Guarantor's assets to another entity, in each case to the extent
permitted  under the  Indenture,  the  Guarantor  may not  assign  its rights or
delegate its obligations  under this Guarantee without the prior approval of the
Holders  of not less  than a  Majority  in  liquidation  amount  of the  Capital
Securities.

SECTION 8.2. Amendments.

            Except with respect to any changes that do not adversely  affect the
rights of Holders of the Capital  Securities  in any material  respect (in which
case no consent of Holders will be required), this Guarantee may be amended only
with  the  prior  approval  of the  Holders  of not  less  than  a  Majority  in
liquidation amount of the Capital Securities.  The provisions of the Declaration
with  respect  to  amendments  thereof  shall  apply  equally  with  respect  to
amendments of the Guarantee.

SECTION 8.3. Notices.

            All notices provided for in this Guarantee shall be in writing, duly
signed by the party giving such notice,  and shall be  delivered,  telecopied or
mailed by first class mail, as follows:

            (a) If given to the Guarantee  Trustee,  at the Guarantee  Trustee's
      mailing  address set forth below (or such other  address as the  Guarantee
      Trustee may give notice of to the Holders of the Capital Securities):

                Wells Fargo Bank, National Association
                919 Market Street Suite 700
                Wilmington,  DE 19801
                Attention:  Corporate Trust Division
                Telecopy: 302-575-2006
                Telephone: 302-575-2005


                                      -16-
<PAGE>

            (b) If given to the Guarantor,  at the  Guarantor's  mailing address
      set forth below (or such other address as the Guarantor may give notice of
      to the Holders of the Capital Securities and to the Guarantee Trustee):

                Matrix Bancorp,  Inc.
                700 17th Street,  Suite 2100
                Denver,  CO 80202
                Attention:   David W. Kloos
                Telecopy:   303-390-0952
                Telephone: 303-595-9898

            (c) If given to any Holder of the Capital Securities, at the address
      set forth on the books and records of the Issuer.

            All such notices shall be deemed to have been given when received in
person,  telecopied  with  receipt  confirmed,  or mailed by first  class  mail,
postage  prepaid,  except that if a notice or other document is refused delivery
or cannot be  delivered  because  of a changed  address  of which no notice  was
given,  such notice or other  document shall be deemed to have been delivered on
the date of such refusal or inability to deliver.

SECTION 8.4. Benefit.

            This  Guarantee  is solely  for the  benefit  of the  Holders of the
Capital   Securities  and,   subject  to  Section  2.1(a),   is  not  separately
transferable from the Capital Securities.

SECTION 8.5. Governing Law.

            THIS  GUARANTEE  SHALL BE GOVERNED BY, AND  CONSTRUED IN  ACCORDANCE
WITH,  THE LAW OF THE STATE OF NEW YORK,  WITHOUT  REGARD  TO  CONFLICT  OF LAWS
PRINCIPLES THEREOF.

SECTION 8.6. Counterparts.

            This  Guarantee  may  contain  more  than  one  counterpart  of  the
signature  page  and this  Guarantee  may be  executed  by the  affixing  of the
signature of the Guarantor and the Guarantee  Trustee to any of such counterpart
signature pages. All of such counterpart signature pages shall be read as though
one,  and they shall have the same force and effect as though all of the signers
had signed a single signature page.


                                      -17-
<PAGE>

            THIS  GUARANTEE  is  executed  as of the day and  year  first  above
written.

                                               MATRIX BANCORP, INC.,
                                               AS GUARANTOR


                                               By:______________________________
                                               Name:____________________________
                                               Title:___________________________


                                               WELLS FARGO BANK, NATIONAL
                                               ASSOCIATION, AS GUARANTEE TRUSTEE


                                               By:______________________________
                                               Name:____________________________
                                               Title:___________________________


                                      -18-