**Exhibit 2.3**

 

**BRANCH PURCHASE AND DEPOSITASSUMPTION AGREEMENT**

 

THIS BRANCH PURCHASE ANDDEPOSIT ASSUMPTION AGREEMENT (the “Agreement”) is made and entered into as ofthis 7th day of July, 2004 (the “Agreement Date”), among thefollowing parties (the “Parties”):

 

1)                                      MatrixCapital Bank, a federal savings bank organized under the laws of the UnitedStates of America (the “Seller”); and

 

2)                                      ACCESSBANK, a federal savings bank organized under the laws of theUnited States of America (“ACCESSBANK” or “Purchaser”).

 

**W I T N E S S E T H**

 

WHEREAS,Purchaser desires to purchase certain of the assets and to assume certain ofthe deposit and other liabilities of Seller’s branch office facilities locatedin Sun City, Arizona and Seller desires to sell such assets and to have suchliabilities assumed;

 

NOWTHEREFORE, in consideration of the mutual promises and conditions herein setforth, the parties hereto agree as follows:

 

**Section 1**.              Definitions:  For the purpose of this Agreement, the termsdefined in this Section 1 shall have the meanings assigned to them herein:

 

“AdjustmentDate” means the fifth Business Day after the end of the first full calendarmonth following the Closing Date.

 

“Branch”means (as the context requires) 1) the Branch Premises, 2) Seller’s core bankingactivities and the assets specifically described in this Agreement arisingfrom, accounted for on the books of, or relating most directly to, the BranchPremises as distinguished from the operation of Seller’s other locations(whether or not related documents are maintained or accounting entries are madeat the Branch Premises), or 3) both of the foregoing.

 

“BranchPremises” means Seller’s full-service banking facility located at 9899 WestBell Rd, Sun City, Arizona.

 

“BusinessDay” means any day excluding Saturday, Sunday and any day which is a legalholiday under the laws of the State of Arizona, or is a day on which bankinginstitutions located in Arizona are authorized or required by law or othergovernmental action to close.

 

“Contracts”have the meaning given them in Section 4.04.

 

“Deposit”or “Deposits” shall have the meaning set forth in Section 3(1) of the FederalDeposit Insurance Act, 12 U.S.C. 1813(1), including, without limitation, and asfurther defined in Section 3.01, all uncollected items included in thedepositors’ balances and credited on the books of the Seller at theDetermination Date.

 

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“DeterminationDate” means the Seller’s close of business on the last Business Day precedingthe Closing Date.  (The daily statementof Seller’s Branch reflecting the amounts of various assets and liabilities asof the close of business on the Determination Date on a full accrual basisshall determine with respect to certain items the exact balance beingtransferred to Purchaser, as more specifically set out below).

 

“Equipment”means those improvements, additions, alterations and installations constitutingall or a part of the Branch Premises, on and after the Agreement Date,including, without limitation, the automated teller machines presently in useat or in connection with the Branch, artwork, carpeting, furniture, shelving,and office supplies (other than office supplies with Seller’s name ortrademark), all as more specifically described on Schedule 6.06.  As specified in Section 6.06, Schedule 6.06hereto shall be delivered by Seller to Purchaser on or before the 10thcalendar day following the Agreement Date.

 

“Fixtures”means those improvements, additions, alterations and installations constitutingall or a part of the Branch Premises on and after the Agreement Date, all asmore specifically described on Schedule 6.06.

 

“Furniture”means those improvements, additions, alterations and installations constitutingall or a part of the Branch Premises on and after the Agreement Date, all asmore specifically described on Schedule 6.06.

 

“Loans”and “Transferred Loans” means only loans numbered 221000003 and 22600065, eachof which is secured by a pledge or other security interest in deposit accountsmaintained by the borrowers at the Branch.

 

“RealEstate Property” means the real estate and improvements located in Sun City,Arizona at 9899 West Bell Road all as more specifically described in Exhibit Ahereto.

 

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**Section 2.****             **Purchase and Sale of Assets.  

 

2.01            Assets to be Purchased – Purchase Price. Subject to the terms and conditions provided here, Seller agrees to sellto Purchaser, and Purchaser agrees to purchase the Real Estate Property, the Furniture,the Fixtures, the Equipment, the Contracts, Cash on Hand at the Branch, and theTransferred Loans (collectively, the “Assets”) as they exist on the ClosingDate.  The total purchase price for theAssets, subject to adjustment as of the Determination Date in accordance withSection 5.03, shall be as follows (“Purchase Price”):

 
| **Assets**                        |   | **Purchase Price**                                                                          |
|-----------------------------------|--------|---------------------------------------------------------------------------------------------|
|                              |   |                                                                                        |
| Furniture,  Fixtures andEquipment |   | Book  Value not to exceed $200,000 and adjusted to obtain total price per letter of  intent |
|                              |   |                                                                                        |
| Transferred  Loans                |   | As  set forth in Section 2.03.                                                              |
|                              |   |                                                                                        |
| Cash  on Hand                     |   | Face  amount                                                                                |
|                              |   |                                                                                        |
| Real  Estate Property             |   | As  set forth in Section 2.06                                                               |
|                              |   |                                                                                        |
| Purchase  Premium                 |   | Determined  pursuant to section 2.02                                                        |
|                              |   |                                                                                        |
| Contracts                         |   | Assumption  of the Contracts as specified in Section 3.04                                   |

 

2.02            Calculation of Purchase Premium.  The“Purchase Premium” shall be determined by multiplying (A) the average of thedaily total Deposits at the Branch (but, for purposes of determining thePurchase Premium only, excluding specifically from the definition of Depositsany brokered deposits, Matrix corporate deposits, municipal, state or publicschool, including Charter School deposits) during the twenty (20) calendar dayperiod immediately preceding the Determination Date times (B) 3.45%.

 

2.03            Purchase Price for Transferred Loan.  Thepurchase price for each Transferred Loan shall be 100% of the unpaid principalbalance plus accrued and unpaid interest on each such Transferred Loan on theDetermination Date.

 

2.04            Allocation of Purchase Price.  ThePurchase Price shall be allocated to the Assets based upon the schedule setforth above.  Purchaser and Seller shalljointly participate in preparing Internal Revenue Service Form 8594 (“AssetAcquisition Statement under Section 1060”) to be filed by Purchaser to reflectthis allocation.

 

2.05            Acquisition of Real Estate.  AtClosing, Purchaser shall purchase from Seller and Seller shall sell toPurchaser the Real Estate Property.  Theterms upon which such purchase and sale shall occur are set forth in Exhibit Ahereto.

 

2.06            Real Estate Purchase Price.  ThePurchase Price for the Real Estate Property and improvements shall be$2,000,000.

 

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**Section 3.****             **Assumption of Liabilities;  No Assumption of Other Liabilities.

 

3.01            Deposit Liabilities. Seller agrees to assign to Purchaser, and Purchaser agrees to assume onthe Determination Date, all obligations and liabilities of Seller to beperformed, satisfied, and discharged on and after the Determination Date withrespect to Deposits carried on the books of the Branch and existing at theDetermination Date and owed to the persons, corporations and other entities(including Deposits held by Individual Retirement Accounts) named as therespective depositors in the books of the Branch at the Determination Date,including, without limitation, (a) all demand deposits, but excludingoutstanding cashier’s checks and other official checks of Seller, and (b) alltime and savings deposits, including accrued and unpaid interest thereoncomputed through the Determination Date, but excluding any brokeredcertificates of deposits of Seller (the items included in (a) and (b) abovebeing collectively, the “Deposits”). The term “Deposits” shall not includedeposit accounts, if any, that, by law or contract, cannot either betransferred by Seller or assumed by Purchaser. Seller also agrees to transfer to Purchaser all signature cards, depositcontracts, canceled checks and other records required to be retained related tothe Deposits in the possession of Seller.

 

3.02            Payment of Checks, Drafts and Orders. Purchaser agrees to pay all properly payable checks, drafts andwithdrawal orders presented to it by mail, over its counters, or throughclearing houses by depositors whose accounts are carried on the books of theBranch, whether drawn on the check or draft forms provided by Seller or byPurchaser, to the extent that the assumed balances of Deposits to the credit ofthe respective makers or drawers shall be sufficient to permit the payment thereof,and in all other respects to discharge, in the usual course of the bankingbusiness, the duties and obligations of Seller with respect to the balances dueand owing with respect to the Deposits.

 

3.03            Interest on Accounts Assumed. Purchaser agrees to pay interest on all interest bearing Depositsassumed by it in accordance with the terms thereof at the declared rateestablished by Seller, subject to the individual contracts relating to suchDeposits and Purchaser’s right to change applicable interest rates as permittedor required by law.

 

3.04            Assumption of Contracts. Purchaser shall assume and fully discharge as they become due allliabilities and obligations arising after the Determination Date under theContracts.

 

3.05            No Other Liabilities Assumed. Purchaser shall not assume any liabilities of Seller, of any kind ordescription, known or unknown, disclosed or undisclosed, except for theliabilities described in this Agreement. Those liabilities and obligations of Seller assumed by Purchaser underthis Agreement are referred to herein as the “Assumed Obligations” or “AssumedLiabilities”.

 

**Section 4.****             **Taxes; Pro-Rations and Reimbursements.

 

4.01            Sales Taxes.  Purchaser shall pay and remit all sales taxes or use taxes which,by law, become due and payable by reason of the consummation of the transactioncontemplated hereby.

 

4.02            Ad Valorem, Real Estate and Personal PropertyTaxes.  Ad valorem taxes, real estate taxes andpersonal property taxes accruing or assessed with respect to, real estate andpersonal property the Assets for the calendar year which includes the ClosingDate shall be pro-

 

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ratedbetween Purchaser and Seller as of the Closing Date.  If the amount of such taxes cannot be ascertained at Closing,such pro-ration shall be done on the basis of taxes assessed for calendar year2003.  Notwithstanding the foregoing,special assessments levied or assessed against the Real Estate Property orimprovements at any time up to and including the Closing Date shall be paid bySeller at or prior to Closing.

 

4.03            Utilities.  The net actual paymentnecessary to pro-rate utility bills (including without limitation monthlystatements for electricity, natural gas, water, sewer, trash collection and telephone)shall be made by Purchaser or Seller, as applicable, on the Adjustment Date,but with the pro-ration calculated as of the Closing Date.

 

4.04            Contracts.  All equipment, maintenance,supplies and material, and service agreements relating to the Branch(“Contracts”) are listed on Schedule 6.07. Seller shall assign to Purchaser, as of the Closing Date, any ofSeller’s rights under the Contracts.

 

4.05            Safe Deposit Boxes.  Boxincome will be pro-rated to Purchaser based on the Determination Date.

 

4.06            Employees.

(a)           On the Closing Date, Purchaser shalloffer employment at the Branch to all employees of Seller employed at theBranch at base wages and salaries no less favorable than the wages and salariescurrently being paid by Seller to such employees.  To the extent consistent with Purchaser’s existing structure forcomparable positions and comparable officer titles and its current policiesregarding officer titles, such employees shall be offered positions withresponsibilities and officer titles comparable to those they currently havewith Seller.  All such employeesaccepting employment with Purchaser are hereafter called the “ContinuingEmployees”.  Purchaser shall cause allContinuing Employees to have the same benefits provided by Purchaser generallyto employees of Purchaser.  ContinuingEmployees will be provided with credit for time served with respect toPurchaser’s employee Profit Sharing and Employee Stock Ownership Plan.  In addition, Purchaser shall permit eachContinuing Employee the option to obtain past service credit for accruedvacation as of the Determination Date or to accept payment from the Seller forsuch accrued vacation leave as of the Determination Date (in which case, nopast service credit shall be provided by Purchaser to the Continuing Employee).In the event that a Continuing Employee chooses to accept from Purchaser pastservice credit for his or her accrued vacation as of the Determination Date,then Seller shall pay to Purchaser the amount, plus applicable payroll taxes,that otherwise would have been payable to such Continuing Employee had he orshe chosen to be paid for such accrued vacation.

 

(b)           Seller agrees that it shall render toPurchaser commercially reasonable assistance in soliciting employees of theBranch to accept employment with Purchaser, including but not limited topermitting Purchaser to immediately contact and solicit such employees.  Purchaser acknowledges that Seller has madeno assurances to Purchaser with respect to such employees’ accepting positionswith Purchaser and incurs no liability to Purchaser in rendering the assistancereferred to herein.

 

(c)           Purchaser shall have no liability toany of Seller’s current employees for any accrued wages, sick leave, vacationtime, pension obligations or any other employee benefits.  Purchaser will have no liability and willnot assume obligations under any “employee benefit plan”, through the ClosingDate (as such term is defined in the Employee Retirement Security Act of 1974,as amended) of Seller or any other obligations (including,

 

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withoutlimitation, severance obligations) of Seller to the employees of theBranch.  Seller will be responsible forfulfilling, and resolving any disputes concerning its liabilities orobligations (including, without limitation, severance obligations) to theemployees at the Branch under any such employee benefit plan or otherwise.  All wages and salaries, workers’compensation payments, vacation pay and social security and unemployment taxesof employees of the Branch shall be paid by Seller for the period to andincluding the Determination Date. Seller affirms that there are no employment contracts with anyContinuing Employees in effect at Closing Date.

 

**Section 5.****             **Closing.

 

5.01            Date of Closing.  Theclosing of the transactions contemplated hereby (the “Closing”) shall takeplace at a mutually agreed time and place on a Business Day within 30 daysfollowing the satisfaction (or waiver, when appropriate) of all conditions, includingthe receipt of all required regulatory approvals for the transactions providedfor herein, and the expiration of any statutory waiting periods applicablethereto.  The date of Closing isreferred to herein as the “Closing Date”. The effective time of the Closing for the purpose of final calculationof balances of Assets transferred, liabilities assumed, and Deposits andaccrued interest thereon shall be as of Seller’s normal close of business onthe Determination Date.  Purchaser shalltake possession of the Branch Premises and shall open the branch office at theBranch Premises effective at the normal closing of business on the Closing Datenotwithstanding the fact that the Closing may not be concluded until later thatday.  Provided that the Closing is infact consummated on the Closing Date, all banking transactions occurring(deposits, withdrawals, receipt of loan payments, accrual of interest, etc.)with respect to any Assets purchased or Deposits assumed shall be treated (asbetween Purchaser and Seller) as having occurred subsequently to the Closingand shall become part of the operations of the Purchaser.

 

5.02            Actions of Parties at Closing.  

(a)           At Closing, Seller Shall:

(1)           Execute and deliver to Purchaser anyassignments reasonably necessary in order to evidence the sale to Purchaser,without recourse, of the Transferred Loans and any collateral relating thereto;

(2)           Execute and deliver to Purchaser suchbills of sale, endorsements, assignments and other instruments of transfer asreasonably required in order to evidence ownership of the Assets in Purchaser,together with any required consent (including without limitation, the SpecialWarranty Deed, the Bill of Sale and Assignment, and the other closing documentsrequired pursuant to Exhibit A);

(3)           Deliver to Purchaser all files,documents, papers, agreements and other records pertaining to the Assetstransferred and the Assumed Liabilities;

(4)                                  Deliver the Cash on Hand to Purchaser;

(5)           Deliver physical possession of theBranch Premises to Purchaser, including delivery of keys, security codes, etc;

(6)           Pay to Purchaser by wire transfer insame day funds a sum of money equal to the amount of the Deposits assumed byPurchaser pursuant to Section 3 (including interest accrued through theDetermination Date) and execute, acknowledge and deliver to Purchaser allcertificates and other documents required to be delivered to Purchaser at theClosing pursuant to the terms of this Agreement;

(7)           Deliver (or cause the title companyto deliver) to Purchaser the title insurance required pursuant to Exhibit A.

(b)           At the Closing, Purchaser shall:

(1)           Pay to Seller the Purchase Price;

 

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(2)           Execute, acknowledge and deliver toSeller such instruments and documents as reasonably required to evidencePurchaser’s assumption of the Assumed Liabilities

 

(3)           Execute, acknowledge and deliver toSeller all certificates and other documents required to be delivered to Sellerat the Closing pursuant to the terms of this Agreement and Exhibit A.

 

5.03            Adjustment Date:  The payments which are required to be madeon the Closing Date shall be made pursuant to a preliminary settlement statementagreed to by the parties, substantially in the form of Schedule 2.02hereto.  On the Adjustment Date, Sellerand Purchaser shall make an adjusting settlement between each other as of theDetermination Date with regard to pro-rations and other adjustments provided inthis Agreement and with regard to any errors, omissions or miscalculations withregard to amounts paid by either party on the Closing Date or subsequently;notwithstanding the foregoing, Purchaser and Seller shall make settlement witheach other as often as each Business Day, if necessary, in order to reimbursethe other party for cashier’s checks or customer checks presented to and paidby one party but required to be paid by the other party pursuant to thisAgreement.

 

**Section 6**.              Representationsand Warranties of Seller.  Sellerrepresents and warrants to Purchaser as follows:

 

6.01            Organization ofSeller.  Seller is a federal savingsbank duly organized, validly existing under the laws of the United States andhas all requisite corporate power and authority and possesses all governmentaland other permits, licenses, approvals and other authorizations to own or leaseits Property and to carry on its business as now being conducted.  Seller is an insured bank as defined in theFederal Deposit Insurance Act and applicable regulations thereunder.

 

6.02            Authority;Binding Effect.  Seller has fullright and authority to enter into this Agreement and, subject to receipt of anyapplicable regulatory approvals, to perform its obligations hereunder.  The execution and delivery of this Agreementand the consummation of the transactions contemplated hereby have been duly andvalidly authorized by the Board of Directors of Seller and no other corporateacts or proceedings on the part of Seller are necessary to authorize thisAgreement or the transaction contemplated hereby; and this Agreementconstitutes the valid and legally binding obligation of Seller enforceableagainst Seller in accordance with its terms. The execution and delivery of this Agreement, the consummation of thetransactions contemplated hereby and the compliance by Seller with any of theprovisions hereof will not conflict with, result in a breach of, or entitle anyparty to terminate or call a default with respect to any contract or instrumentto which the Seller and the Assets or liabilities assumed hereunder are subject.

 

6.03            FinancialRecords.  All books and records ofthe Branch have been (and will be as of the Closing Date) kept in accordancewith generally accepted accounting principles and in accordance with allapplicable record retention periods under federal or state law in all materialrespects and the financial records of the Seller as of April 30, 2004 presentfairly in all material respects the financial position of the Branch and arecomplete, current, and accurate in all material regards as of the date(s) sostated.

 

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6.04            Liability andObligations.  At the Agreement Date,the Branch had no obligation or liability, whether accrued, absolute,contingent or otherwise, which was material to the financial condition,business or obligations of the Branch or which when combined with all similarobligations or liabilities, would have been material, which has not beenreflected in the Branch financial records, or in the schedules referred toherein, nor does there exist a set of circumstances resulting from transactionseffected or events occurring with respect to the Assets on or prior to theAgreement Date, or from any action omitted to be taken during such periodwhich, to the knowledge of Seller, could reasonably be expected to result inany such material obligation or liability, except as disclosed in the financialrecords or in the schedules referred to herein.

 

6.05            Evidence ofIndebtedness.  Each note or otherinstrument evidencing a Transferred Loan and any related security agreement orinstruments (including without limitation a guaranty or similar instrument) is(A) to the knowledge of Seller, a legal, valid and binding obligation of theobligor named therein, enforceable against such obligor in accordance with itsterms (subject, as to enforcement of remedies, to applicable bankruptcy,insolvency, reorganization, moratorium and similar laws from time to time ineffect), (B) has not been participated out to another lender, and (C) allactions necessary to perfect any related security interest have been taken orwill be taken by Seller in a timely manner. To the best knowledge of Seller, no Transferred Loan is subject to anydefense, offset or counterclaim and each Transferred Loan complies with allapplicable laws and regulations known to Seller.  To the best knowledge of Seller, there are no valid claims foroffset or other defense (including, but not limited to usury) by any suchobligor based on any action or omission of Seller.

 

6.06            PhysicalProperty.  Schedule 6.06, to bedelivered by Seller to Purchaser within ten (10) calendar days following theexecution of this Agreement, provides an itemized list of all items ofFurniture, Fixtures, Equipment, and other Assets owned by Seller and located atthe Branch as of the Agreement Date, except those items, if any, of Furniture,Fixtures and Equipment listed in Schedule 6.06 which are not being acquired byPurchaser. Seller owns each such item free and clear of all liens, pledges,security interests, charges, burdens, encumbrances, options and adverseclaims.  The operation of the propertyand business of Seller at the Branch in the manner in which they werepreviously operated or are now operated does not, to the knowledge of Seller,violate any existing or proposed environmental laws, zoning ordinances,building codes or municipal regulations in such a way as could, if such laws,ordinances or regulations were enforced, result in any material impairment ofthe use of the Branch for the purpose for which they are now operated.  Seller is aware of no existing orcontemplated condemnation proceedings affecting or relating to the Branchpremises and Seller has paid or will pay in full all bills and invoices forlabor and materials arising from the ownership and operation of the Branchpremises and such Branch premises shall be in good operating condition and freeof all liens and claims.

 

6.07.           Agreements,Contracts and Commitments.  Schedule6.07 to this Agreement lists specifically all Contracts to which Seller is a partyor by which Seller or any of the Assets is in any way affected or bound.  All such Contracts are legally valid andbinding and in full force and effect, and neither Seller nor, to the knowledgeof Seller, any other party is in default thereunder.  None of the rights of Seller thereunder will be impaired by theconsummation of the transactions contemplated hereby.

 

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6.08.           Taxes.

 

(a)           There are no tax liabilities ofSeller that could become payable by Purchaser as a result of the fact thatPurchaser will be the transferee of the Assets (except only ad valorem taxes,personal property taxes, real estate taxes, which are not yet due and payable,and which are to be pro-rated pursuant to Section 5).

 

(b)           With respect to all interest bearingaccounts assigned to Purchaser, the records of Seller transferred to Purchasercontain or will contain all information and documents (including withoutlimitation properly completed Forms W-9) necessary to comply in all materialrespects with all information reporting and tax withholding requirements underfederal and state laws, rules and regulations, and such records identify withspecificity all accounts subject to backup withholding under the InternalRevenue Code.

 

(c)           All federal, state, and localpayroll, withholding, property, sales, use and transfer taxes, if any, whichare due and payable by Seller relating to the operation of the Branch on orprior to the Closing Date shall be paid in full or Seller shall have madeappropriate provision for such payment in accordance with ordinary businesspractices.

 

6.09            Compliance with Laws. Seller is not in violation of any law, statute, rule, governmentalregulation or order, or court decree or judgment which violation wouldreasonably be expected to have a material adverse effect on the Assets, theliabilities to be assumed under this Agreement, or the business and operationsof the Branch.

 

6.10            Litigation or Other Proceedings. There is no suit, action or legal, administrative, arbitration or otherproceeding or governmental investigation pending or threatened, which wouldreasonably be expected to have a material adverse financial effect on Seller,the Assets, the Assumed Liabilities or the business and operations of the Branch.

 

6.11            Inchoate Claims. Seller has no notice or knowledge of any agreement, claim orcontroversy, relating to Seller either directly or indirectly, which wouldreasonably be expected to result in a suit, action, proceeding or other formalprocedure against Seller relating to the Assets, the Assumed Liabilities, orthe business and operations of the Branch, nor knowledge of any circumstanceswhich might give rise to such claim or controversy other than actions taken bySeller in the normal course of banking business.

 

6.12            Broker’s or Finder’s Fee. There is no valid claim against Seller by any broker or other thirdparty for any finder’s fee, brokerage commission or other similar paymentrelated to the transactions contemplated hereby.

 

6.13            Insurance.  Seller has in full force andeffect policies of insurance and fidelity bonds of type and in amounts that arecustomary in the banking industry for an institution of comparable size andSeller will continue all of such insurance and bonds in full force and effectand will give all notices and present all claims thereunder in due and timelyfashion up and to the Closing Date.

 

6.14            Accident and Claims. There have been no accidents or similar events relating to the Branchwhich have resulted, or may result, in claims against Seller which are noteither fully covered by insurance, or by reserves, or other provisions created,or made, for such claims.

 

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6.15            Employment Agreements. Seller is not a party to (i) any written employment agreement, (ii) anyoral or written management agreement relating to the Real Estate Property, or(iii) any oral employment agreement with personnel of the Branch which cannotbe terminated at the election of Seller on not more than thirty (30) daysnotice.

 

6.16            Hazardous Substances.  The Branch and the use and operation of the Branch are in compliancewith all federal, state or local laws, ordinances or regulations relating toindustrial hygiene and to the best knowledge of the Seller the environmentalconditions on, under or about the Branch including without limitation air,soil, surface water and groundwater conditions are in material compliance withall federal, state or local laws, ordinances or regulations relating to environmentalconditions.  To the best knowledge ofSeller, there are no environmental, health or safety conditions on, under orabout the Branch, including without limitation the air, soil, surface water andgroundwater that would materially interfere with the conduct of the business ofthe Branch or materially adversely affect the Branch, the Assets, or theassumed liabilities.  To the best of theknowledge of Seller, neither Seller nor any third party, including, withoutlimitation, Seller’s predecessors in title to the Branch, have used orinstalled any underground tanks or gas or oil wells, or used, generated,manufactured, treated, stored, placed, deposited, discharged, released ordisposed of on, under or about the Branch or transported to or from the Branchany Hazardous Substances (as defined below). To the best knowledge of the Seller, the Branch has never been used as adump or landfill site, there are no asbestos-containing materials in the Branchor incorporated into the improvements in violation of applicable laws, thereare and have been no polychlorinated biphenyl (“PCB”)-containing electricaltransformer fluorescent light fixture with ballasts or other PCB Item, asdefined at 40 C.F.R. Section 761.3 or any PCB-containing fluid on the Branch,or to the best knowledge of the Seller are there or have there ever been anyinvestigations, notices or violations, requests for information or claims ofany kind asserted or threatened to be asserted by any person, including anyfederal, state or local governmental agency relating to the storage, disposal,discharge or release of any Hazardous Substances.  For purposes of this Agreement, “Hazardous Substances” shall meanany flammable, explosive, radioactive material, hazardous waste, toxicsubstance or related material and any other substance or material defined ordesignated as a hazardous or toxic substance, material or waste by any federal,state or local law or environmental statute, regulation or ordinance presentlyin effect and shall include, without limitation, (i) those substances includedwithin the definition of “hazardous substances”, “hazardous materials”, “toxicsubstances”, “solid waste” in the Comprehensive Environmental Response,Compensation, and Liability Act of 1980, as amended, 42 U.S.C. Sections 9601, etseq. the Resource Conservation and Recovery Act of 1976, 42 U.S.C.Sections 6901 etseq., the Toxic Substances Control Act, 15U.S.C. Sections 2601 etseq., and the Hazardous MaterialsTransportation Act, 49 U.S.C Sections 1801 etseq., and in theregulations promulgated pursuant to said laws; (ii) those substances listed inthe United States Department of Transportation Table (49 C.F.R. 172.101 andamendments thereto) or by the Environmental Protection Agency (or any successoragency) as hazardous substances (40 C.F.R. Part 302 and amendments thereto);(iii) such other substances, materials and wastes which are regulated underapplicable local, state or federal law, or the United States government, orwhich are classified as hazardous or toxic under federal, state or local lawsor regulations; (iv) any material, waste or substance which is or contains (i)petroleum, (ii) asbestos or (iii) PCB, or which is designated as a “hazardoussubstance” pursuant to Section 311 of the Clean Water Act, 33 U.S.C Sections1251 etseq. (33 U.S.C. §1321) or listed pursuant to Section 307of the Clean Water Act (33 U.S.C. §1317), provided, however, that the termshall not include those substances that are of a character and quantity thatare reasonably associated with the use of the Real Estate Property as bankBranch.

 

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6.17            Deposits.  Attached hereto as Schedule6.17 is a true and accurate schedule of all Deposits (excluding brokered CDs,but including IRA’s), and related information, which are domiciled at theBranch, prepared as of a date within 10 calendar days of the Agreement Date(which Schedule shall be updated at and as of the Determination Date and, asupdated, shall be true and accurate as of such date).  The Deposits are insured by the Savings Association InsuranceFund of the Federal Deposit Insurance Corporation to the fullest extentpermitted by federal law.  To the best knowledgeof the Seller, the Deposits were solicited and currently exist in materialcompliance with all applicable requirements of federal, state and local lawsand regulations promulgated thereunder (for purposes of this clause, a Depositwould not be in material compliance if the non-compliance subjects thedepository institution to any penalty or liability).  The Deposits (i) are in all material respects genuine andenforceable obligations of Seller, except to the extent enforcement may belimited by applicable bankruptcy, insolvency, reorganization or other similarlaws affecting creditor’s rights generally and by general principles of equityand (ii) were acquired in the ordinary course of Seller.

 

6.18            FIRPTA.  Seller is not a “foreignperson” within the meaning of the Internal Revenue Code §1445.

 

6.19            Closing Date.  Eachrepresentation and warranty made by Seller in this section shall be deemed tobe made on and as of the date hereof and as of the Closing Date.

 

6.20            Representations Not Misleading.  Norepresentation or warranty by the Seller contained in this Agreement nor in anyexhibit or schedule furnished to the Purchaser by the Seller under and pursuantto this Agreement, contains or will contain as of the date made and on theClosing Date any untrue statement of a material fact or omits or will omit tostate a material fact necessary to make the statements contained herein ortherein, in light of the circumstances under which it was or will be made, notmisleading.

 

6.21            Consents and Approvals. Except for any applicable regulatory approvals, no consents, approvals,filings or registrations with any third party or public body or agency arerequired in connection with Seller’s consummation of this transaction.

 

**Section 7.****             **Representations and Warranties of Purchaser.  Purchaser represents and warrants to Seller as follows:

 

7.01            Organization of Purchaser. Purchaser is a federal savings bank, duly organized, validly existingunder the laws of the United States of America and has all corporate power andauthority and possesses all governmental and other permits, licenses, approvalsand other authorizations to own or lease its Property and to carry on itsbusiness as now being conducted. Purchaser is an insured bank as defined in the Federal Deposit InsuranceAct and applicable regulations relating thereto.

 

7.02            Authority; Binding Effect. Purchaser has full right and authority to enter into this Agreement and,subject only to obtaining regulatory approvals, to perform its obligationshereunder.  The execution and deliveryof this Agreement and the consummation of the transactions contemplated herebyhave been duly and validly authorized by the Board of Directors of Purchaser;no other corporate acts or proceedings on the part of Purchaser are necessaryto authorize this Agreement or the transactions contemplated hereby; and this Agreementconstitutes the valid and legally binding obligation of Purchaser enforceableagainst Purchaser in accordance with its terms.  The execution and delivery of this Agreement, the

 

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consummationof the transactions contemplated hereby and the compliance by Purchaser withany of the provisions hereof will not conflict with, result in a breach of, orentitle any party to terminate or call a default with respect to any contractor instrument to which the Purchaser is subject.

 

7.03            Closing Date. Each representation and warranty made by Purchaser in this Article 7shall be deemed to be made on and as of the date hereof and as of the ClosingDate.

 

7.04            Representations Not Misleading.  Norepresentation or warranty by the Purchaser contained in this Agreement, nor inany exhibit or schedule furnished to the Seller by the Purchaser under andpursuant to this Agreement, contains or will contain as of the date made and onthe Closing Date any untrue statement of a material fact or omits or will omitto state a material fact necessary to make the statements contained herein ortherein, in light of the circumstances under which it was or will be made, notmisleading.

 

7.05            Consents and Approvals. Except for any applicable regulatory approvals, no consents, approvals,filings or registrations with any third party or public body or agency arerequired in connection with Purchaser’s consummation of this transaction.

 

7.06            Community Reinvestment Act.  Atits most recent regulatory evaluation of the Purchaser’s performance under theCommunity Reinvestment Act (the “CRA”), the Purchaser’s record of performancewas deemed to be “outstanding” or “satisfactory”, and no proceedings arepending or, to the knowledge of the Purchaser, threatened, that would result ina change in such evaluation.  Purchaserhas not received any adverse public comments with respect to its complianceunder the CRA since the date of its most recent regulatory evaluation of itsperformance under the CRA.

 

7.07            USA PATRIOT Act andBank Secrecy Act.  The Purchaser isin material compliance with the applicable provisions of the Uniting andStrengthening America by Providing Appropriate Tools Required to Intercept andObstruct Terrorism Act of 2001 and the Bank Secrecy Act, and its implementingregulations.

 

7.08            RegulatoryConditions.  To the Purchaser’sknowledge, no fact or condition exists with respect to the Purchaser whichPurchaser has reason to believe will prevent it from obtaining approval fromthe applicable governmental authorities of the transactions contemplatedherein.

 

7.09            Application Filings.  ThePurchaser and Seller shall cause to be filed within 10 calendar days of theAgreement Date, those applications necessary to obtain the approval from theapplicable governmental authorities to complete the transactions contemplatedherein.  Purchaser and Seller shall paytheir own application filing fees.

 

**Section 8.****             **Conduct and Transactions Prior to ClosingDate.  Seller or Purchaser, as the case may be,covenant that, except as otherwise previously consented to in writing by theother party not making such covenant between the date of this Agreement and theClosing Date, such party will do or cause the following to occur:

 

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8.01.           Preservation of the Business of Seller.  Thebusiness of Seller at the Branch shall be conducted only in the ordinary courseconsistent with past practices of the Seller.

 

8.02            Employee Compensation. Except for (A) customary merit and grade increases, and (B) annualbonuses for 2003 or 2004 performance that have not yet been paid, if any, ineach case made in the ordinary course by Seller and consistent with its pastpractices, no increase will be made in the compensation of the employees at theBranch including, but not limited to, normal bonus, profit sharing and othercompensation.

 

8.03            Relationships. Seller shall use its commercially reasonable efforts to maintain andpreserve its relationships with depositors, customers, and others havingbusiness relationships with the Branch.

 

8.04            Public Announcements; Purchaser’s Right toCommunicate with Bank Customers.  Neither the Purchaser norSeller shall make any press release, public announcements, or disclosure to anyperson or entity not having a need to know, including announcements toemployees or customers, concerning the transactions provided for in thisAgreement without the prior consent of the other party hereto, which consentshall not unreasonably be withheld, delayed, or denied, unless disclosure isrequired by law or regulation. Purchaser shall also have the right to participate in preparing the textof any written communication which the Seller may mail to its customersconcerning the proposed transaction or the assumption of their Deposits by thePurchaser.

 

8.05            Regulatory Approvals. Purchaser, with the reasonable cooperation of the Seller, shall promptlyprepare and file (but in any event no later than 10 calendar days following theAgreement Date) appropriate documents with The Office of Thrift Supervision,and any other regulatory agencies whose approval or consent may be required andthereafter use its best efforts to obtain timely the requisite, unconditionalapprovals for the transactions contemplated hereby from those agencies.

 

8.06            No Offers or Negotiations. Neither Seller nor its affiliates will, directly or indirectly,negotiate, solicit, initiate or encourage submission of proposals or offersfrom any other persons (including without limitation any of its or theirofficers, directors, employees or significant stockholders) relating to anyacquisition or purchase of any portion of the Assets or AssumedLiabilities.  Seller shall promptlycease and cause to be terminated any current negotiations conducted with anyparties other than Purchaser with respect to any such acquisition.  Any consent heretofore granted by Seller orits affiliates to permit persons to make any such proposal (other than consentsgiven to Purchaser) shall immediately be withdrawn and no further consents,waivers or amendments shall be granted by Sellers.  The provisions and requirements of this Section 8.06 shallimmediately terminate upon any termination of this Agreement pursuant to Section15.

 

8.07            IRA Accounts. Prior to the Closing Date, Purchaser shall designate a successor trusteeor custodian, which may be Purchaser, as to any IRA constituting a liability tobe assumed by Purchaser and for which Seller acts as trustee or custodian.  Seller will transfer the trusteeship orcustodianship of all such IRAs to such successor trustee or custodian on theClosing Date.  Seller shall beresponsible for all federal, state and local income tax reporting for suchaccounts for the period ending on the Closing Date, and the successor trusteeor custodian shall be responsible for such reporting thereafter.

 

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8.08            Operational and Data Processing ConversionMatters.  Seller shall cooperate with Purchaser’sreasonable requests in order to accommodate any and all requirements forPurchaser to convert the operations of the Branch from Branch of Seller toBranch of Purchaser, including without limitation any requirements for theconversion of data processing to Purchaser’s systems.  Seller covenants that it will assist Purchaser with Purchaser’sreasonable requests following the Closing in the event that Purchaser is unableto complete its requirements prior thereto. If Purchaser believes it will be unable to complete conversion prior toClosing, Purchaser shall so notify Seller at least 30 days prior toClosing.  In such event, Seller andPurchaser shall negotiate in good faith to reach a service agreement thatprovides for Seller to continue to “service” the Deposits and Transferred Loansfor an interim period of time and which provides for Seller to be compensatedfor providing such services at Seller’s fully-loaded costs not to exceed $5,000per month.

 

8.09            Access to Books and Records. Seller shall furnish Purchaser with such additional financial and otherdata and information regarding the Assets and liabilities to be assumed asPurchaser reasonably may request from time to time, including withoutlimitation any information required for inclusion in all governmentapplications necessary to effect the transaction contemplated hereby.  Upon reasonable notice, Seller shall permitofficers and authorized representatives of Purchaser access to inspect theBranch during normal business hours or at such other time mutually agreed byboth parties and permit Purchaser to make or cause to be made such reasonableinvestigation of information and material relating to the condition of theBranch, including, if any, general and subsidiary ledgers, deposit records andother information concerning the business, property and legal questionsconcerning the Branch as Purchaser reasonably deems necessary oradvisable.  Purchaser shall furnishSeller with such additional financial and other data and information regardingPurchaser as Seller reasonably may request from time to time, including withoutlimitation any information required for inclusion in all governmentapplications necessary to effect the transaction contemplated hereby.

 

8.10            Operation of Branch pending Closing. Excluding loan commitments and deposits issued in the ordinary course ofSeller, Seller shall not in respect of the operations at the Branch enter intoany contract, agreement or commitment which obligates the Purchaser for amountsin excess of $5,000 without prior written approval from Purchaser, which shallnot be unreasonably withheld.

 

**Section 9.**              Obligation of Parties After the Closing. After the Closing Date, and in addition, and not by way of limiting anyof the foregoing:

 

9.01            Business Relationships.

 

(a)           For a period of twenty-four monthsafter the Closing Date, Seller shall not cause, or attempt to cause or induce,directly or indirectly, any person now or hereafter employed at the Branch toterminate such employment; nor cause, directly or indirectly, or attempt tocause, any customer or depositor whose name now or hereafter appears on thebooks and records of the Branch to withdraw her, his or its banking affiliationfrom the Branch; provided, however, the mere fact that Seller hires any personformerly employed at the Branch or accepts banking business from a formercustomer or depositor of the Branch shall not be deemed to prove Seller’sbreach under this subsection 9.01.

 

(b)           For a period of twelve monthsfollowing the Closing Date, Seller shall not and shall cause it subsidiariesand affiliates, successors or assigns not to, and

 

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shallnot enter into any agreement to, acquire, lease, purchase, own, operate or useany building, office or other facility or premises located within ManicopaCounty in the State of Arizona for the purpose of accepting deposits, cashingchecks, making loans or conducting general banking business.  This provision shall not prohibit anyacquirer of the Seller or any of its subsidiaries or affiliates that currentlymaintains banking operations in Manicopa County from continuing such operationsafter any such acquisition.

 

9.02            Transit Items. Each party shall exercise its best efforts to assist the other party inthe adjustment and delivery of all overages and shortages of documentary andcash items in transit and items in collection as of the Determination Date, asthe interest in such items of the respective parties hereto may then appear.

 

9.03            Indemnification.

 

(a)           Seller agrees to and does hereby indemnify,defend and hold Purchaser harmless from any loss, demand, obligation, cost,expense or liability (including reasonable attorney’s fees and expenses) (i)arising out of any actions, suits or other proceedings by third parties which(A) relate to the operations at the Branch on or prior to the DeterminationDate, (B) relate to any wrongful act, omission or negligence of Seller inregards to the operations of the Branch, the Assets or performance (or thefailure to fully perform or discharge any) of the Assumed Liabilities on orprior to the Determination Date, or (C) relate to any liabilities of the Selleror the Branch not specifically assumed by Purchaser hereunder or any assets ofthe Seller or the Branch not acquired by Purchaser hereunder, or (ii) arisingout of the inaccuracy of any representation or warranty made by Seller or anybreach by Seller of its covenants or agreements contained herein or in anyinstrument, document or certificate delivered to Purchaser pursuant hereto.

 

(b)           Purchaser agrees to and does herebyindemnify, defend and hold Seller harmless from any loss, demand, obligation,costs, expense or liability (including reasonable attorney’s fees and expenses)(i) arising out of any actions, suits or other proceedings by third partieswhich (A) relate to the operations at the Branch subsequent to theDetermination Date, or (B) relate to any wrongful act, omission or negligenceof Purchaser relating to the operations of the Branch, the Assets or theperformance (or the failure to fully perform or discharge any) of the AssumedLiabilities subsequent to the Determination Date; or (ii) arising out of theinaccuracy of any representation or warranty made by Purchaser or any breach byPurchaser of its covenants or agreements contained herein or in any instrument,document or certificate delivered to Seller pursuant hereto.

 

(c)           Any claim from indemnification underthis Section 9.03 must be made by the party claiming a right to suchindemnification on or before the date that is twenty-four months from theClosing Date.

 

9.04            Tax Reporting.  Seller and Purchaser agree that each partyshall be solely responsible for providing to the Internal Revenue Service andto each depositor, other holder of a liability assumed or customer, to theextent required by law, Forms 1098, 1099 INT, 1099R and 5498 and otherapplicable reporting forms with respect to each of the Assumed Liabilities andAssets transferred for the period during which Seller or Purchaser, asapplicable, administers such liabilities or Assets during 2004.

 

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**Section 10**.            Risk of Loss.  Pending the Determination Date, the risk ofloss in regard to the Assets shall be upon Seller.  After the Determination Date, the risk of loss in regard to theAssets shall be on Purchaser. Each party shall procure insurance, asappropriate, to cover such risks.

 

**Section 11**.            Conditions toObligations of Parties.  Theobligations of Purchaser and Seller to consummate the transactions contemplatedhereby shall be subject to the condition that all orders, consents andapprovals of regulatory agencies necessary in order for the transactionsprovided for in this Agreement to be lawfully accomplished shall have beenobtained in form and substance reasonably satisfactory to the Purchaser andSeller.

 

**Section 12.****           **Conditionsto Obligations of Purchaser.  Theobligations of Purchaser hereunder shall be subject to the satisfaction on orprior to the Closing Date of each of the following conditions, unless Purchasershall have waived such condition in writing.

 

12.01          Representations andWarranties of Seller.  Therepresentations and warranties of Seller contained herein shall be true in allmaterial respects when made and at the Closing Date with the same force andeffect as though made at and as of such time, and Seller shall have performedall obligations and complied with all covenants to be performed or compliedwith by it on or prior to the Closing Date. Seller shall have delivered to Purchaser a certificate dated as of theClosing Date to such effect. Seller also shall have delivered to Purchaser alldocuments, instruments and other items required to be delivered by Seller underSection 5.02 hereof.

 

12.02          Litigation.  At the Closing Date, there shall not bepending or threatened any litigation in any court or any proceeding before orby any governmental department, agency or instrumentality in which it is soughtto restrain or prohibit or obtain damages in respect of the consummation of thetransactions contemplated hereby, to cause a divestment by Seller or Purchaserof any significant portion of its respective assets or to impose any limitationupon the exercise by Purchaser of its general banking powers subsequent toconsummation of the transactions contemplated hereby.

 

12.03          No Material AdverseChange.  There shall not haveoccurred any material adverse change from Agreement Date to the Closing Date inthe business of the Branch, the Assets, the Transferred Loans, the Deposits, orthe other Assets; provided, however, in no event shall the resignation of anyemployee (or any adverse change resulting primarily from the resignation of anemployee) be deemed a material adverse change for the purpose of thisparagraph.

 

12.04          Approval of DueDiligence Matters.  Seller, in itssole discretion, shall have approved of all aspects of its due diligenceinvestigation on or prior to the end of the Due Diligence Period (as defined inExhibit A).

 

**Section 13.**            Conditions toObligations of Seller.  Theobligations of Seller hereunder shall be subject to the satisfaction on orprior to the Closing Date of the following conditions, unless waived in writingby Seller:

 

13.01          Representations andWarranties of Purchaser.  Therepresentations and warranties of Purchaser hereunder shall be true in allmaterial respects when made and at the Closing Date with the same force andeffect as though made at and as of such time, and

 

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Purchaser shall haveperformed all obligations and complied with all covenants required under thisAgreement to be performed or complied with by it on or prior to the ClosingDate.  Purchaser shall have delivered toSeller a certificate dated as of the Closing Date to such effect. Purchasershall have delivered to Purchaser all documents, instruments and other itemsrequired to be delivered by Purchaser under Section 5.02 hereof.

 

13.02          Litigation.  At the Closing Date, there shall not bepending or threatened any litigation in any court or any proceeding before orby any governmental department, agency or instrumentality in which it is soughtto restrain or prohibit or obtain damages in respect of the consummation of thetransactions contemplated hereby, to cause a divestment by Seller or Purchaserof any significant portion of its respective assets or to impose any limitationupon the exercise by Purchaser of its general banking powers subsequent toconsummation of the transactions contemplated hereby.

 

13.03          No Material AdverseChange.  There shall not haveoccurred any material adverse change from Agreement Date to the Closing Date inthe business or financial condition of Purchaser.

 

**Section 14.**            Notice toDepositors.  Seller agrees thatPurchaser shall, in the form of a letter mutually acceptable to Seller andPurchaser or as otherwise required by law, give notice to depositors of itsassumption of the Deposits at the Branch.

 

**Section 15.**            Termination ofAgreement.  This Agreement may beterminated at any time prior to the Closing under the following conditions:

 

(a)           Bythe consent in writing of the Purchaser and Seller;

 

(b)           By Purchaser in writingif any of the conditions precedent to the obligations of the Purchasercontained in Section 12 of this Agreement (other than Section 12.04) or theconditions of the obligations of the parties contained in Section 11 of thisAgreement shall not have been satisfied prior to October 1, 2004.

(c)           By Purchaser in writingat any time prior to the end of the Due Diligence Period if any aspect ofPurchaser’s due diligence inquiry is not acceptable to Purchaser, in its solediscretion.

 

(d)           By the Seller inwriting if any of the conditions precedent to the obligations of the Sellercontained in Section 13 of this Agreement or the conditions to the obligationsof the parties contained in Section 11 of this Agreement shall not have beensatisfied prior to September 1, 2004.

 

(e)           By Purchaser in writingdue to a breach by Seller of any of its representations, warranties orcovenants or agreements contained herein, which breach remains uncured for morethan 10 days following notice of such breach by Purchaser.

 

(f)            By Seller in writingdue to a breach by Purchaser of any of its representations, warranties orcovenants or agreements contained herein, which breach remains uncured for morethan 10 days following notice of such breach by Purchaser.

 

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In the event of thetermination of this Agreement pursuant to the provisions of this section, thisAgreement shall be of no further force and effect, and no party hereto shallhave any liability or further obligation to the other party to thisAgreement.  Notwithstanding theforegoing, no party shall be relieved by such termination for any liabilitythat accrued due to any material breach of this Agreement prior to suchtermination.

 

 

**Section 16.**            Miscellaneous.

 

16.01          Expenses.  Whether or not the transactions contemplatedherein shall be consummated, Purchaser and Seller each shall pay their ownexpenses incident to, preparing for, entering into and carrying into effect theterms of this Agreement.

 

16.02          Notices.  Any notice or communication required orpermitted to be made hereunder shall be in writing, and shall be deemed to havebeen made if personally delivered in return for a receipt, or if mailed, byregistered or certified mail, return receipt requested, to the parties at theaddresses shown below.  The date ofpersonal delivery shall be the date of giving notice or if mailed in the mannerprescribed above, notice shall be deemed to have been given three business daysafter the mailing.

 

 
| If to Purchaser: | ACCESSBANK                            |
|------------------|---------------------------------------|
|             | Mr. Don Padgett,  President           |
|             | 5210 Eubank NE                        |
|             | Albuquerque, NM 87111                 |
|             | (505) 343-9310 -  Telephone           |
|             | (505) 343-9314 -  Facsimile           |
|             |                                  |
| with a copy to:  | Mr. James K. LeValley                 |
|             | Quarles & Brady  Streich Lang LLP |
|             | Renaissance One                       |
|             | Two N Central Avenue                  |
|             | Phoenix, AZ 85004-2391                |
|             | (602) 229-5260 -  Telephone           |
|             | (602) 420-5056 -  Facsimile           |
|             | E-Mail –  jlevalle@quarles.com   |
|             |                                  |
| with a copy to   | Mr. Charles Moore                     |
|             | Keleher & McLeod,  P.A.           |
|             | PO Drawer AA                          |
|             | Albuquerque, NM 87103                 |
|             | (505) 346-9110  Telephone             |
|             | (505) 346-1345  Facsimile             |
|             |                                  |
| If to Seller:    | Matrix Capital Bank                   |
|             | D. Mark Spencer                       |
|             | President                             |
|             | 700 17th  Street, Suite 100           |

 

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|            | Denver , CO 80202                   |
|-----------------|-------------------------------------|
|            | (720)-932-4204 –  Telephone    |
|            | (720)-946-1122 –  Facsimile    |
|            | with a copy to: T.  Allen McConnell |
|            | General Counsel                     |
|            |                                |
| with a copy to: | T. Allen McConnell                  |
|            | General Counsel                     |
|            | 700 17th  Street, Suite 2100        |
|            | Denver, CO 80202                    |
|            | (720) 932-4208 –  Telephone    |
|            | (720) 946-1171 - Facsimile          |

 

16.03          Entire Agreement.  This Agreement, including all exhibits,schedules and documents delivered in connection therewith, and theConfidentiality Agreement dated January 28, 2004 (the “Documents”) sets forththe entire understanding of the parties hereto and supersedes all prioragreements and understanding, whether oral or written.  This Agreement shall not be modified oramended except by written agreement of all parties hereto.  Any reference herein to the Agreement shallbe deemed to include the Documents.

 

16.04          Binding Effect.  This Agreement shall be binding upon andinure to the benefit of each of the parties hereto, their respective legalrepresentatives, successors and assigns; provided, however, that no assignmentof this Agreement or any rights or obligations hereunder may be made by anyparty hereto without the prior written consent of the other party and noassignment by any party hereunder shall relieve said party of any of itsobligations or duties hereunder.

 

16.05          Further Assurances.  Each of the parties hereto agrees to executeand deliver such further agreements, assurances, instruments and documents atany time reasonably requested by another party as are necessary or desirable inorder to consummate the transactions contemplated by this Agreement.

 

16.06          Survival ofRepresentations and Warranties.  Allrepresentations and warranties contained in this Agreement shall survive theexecution and delivery hereof for a period of twenty-four months.

 

16.07          Construction.  This Agreement shall be construed andinterpreted in accordance with the laws of the State of Arizona applicable tocontracts made and performed entirely therein.

 

16.08          Section Headings.  The section headings contained in thisAgreement are for convenience and reference only and shall not in any wayaffect the meaning or interpretation of this Agreement.

 

16.09          Counterparts.  This Agreement may be executed in any numberof identical counterparts, each of which shall be deemed an original for allpurposes, but all of which taken together shall form but one Agreement.  This Agreement may be executed and deliveredby facsimile transmission of a counterpart signature page hereof.

 

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16.10          Attorney Fees.  In any action brought by a party hereto toenforce the obligations of any other party hereto, each party shall beresponsible for its own litigation costs and attorney’s fees and expenses(including court costs, reasonable fees of accountants and experts, and otherexpenses incidental to the litigation).

 

16.11          Exhibits.  The following exhibits are attached to thisAgreement and are incorporated into this Agreement by this Reference; ExhibitA  — terms for acquisition of Realestate Property; Exhibit B — Legal Description; Exhibit C — Special WarrantyDeed; Exhibit D — Bill of Sale and Assignment.

 

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IN WITNESS WHEREOF, theparties have caused this Agreement to be executed by their duly authorizedofficers as of the day and year first above written.

 
|    | PURCHASER:           |   |   | ACCESSBANK          |
|---------|----------------------|--------|--------|---------------------|
|    |                 |   |   |                |
|    |                 |   |   | By:            | /s/ Don K. Padgett |   |
|    | [seal]               |   |   |                | Don K. Padgett,  President |
|    |                 |   |   |                |
| Attest: | /s/ Kathy Allenberg  |   |   |                |   |
|    | Corporate Secretary  |   |   |                |
|    | Title                |   |   |                |
|    |                 |   |   |                |
|    | SELLER               |   |   | MATRIX CAPITAL BANK |
|    |                 |   |   |                |
|    |                 |   |   |                |
|    |                 |   |   | By:            | /s/ Patrick Howard |   |
|    |                 |   |   |                | Patrick Howard, EVP |
|    |                 |   |   |                |
|    | [seal]               |   |   |                |
|    |                 |   |   |                |
| Attest: | /s/ Benjamin C Hirsh |   |   |                |   |
|    | Secretary            |   |   |                |
|    | Title                |   |   |                |
|         |                      |        |        |                     |  |  |  |  |

 

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SCHEDULE 6.06

 

FURNITURE, FIXTURES,EQUIPMENT & LEASEHOLD IMPROVEMENTS PURCHASEDSUN CITY FACILITY

 
| **ASSET DESTRIPTION** |   | **TYPE** |   | **BOOK VALUE********PURCHASE  PRICE** |   |
|-----------------------|--------|----------|--------|---------------------------------------|--------|
|                  |   |     |   |                                  |   |
|                  |   |     |   |                                  |   |
|                  |   |     |   |                                  |   |
|                  |   |     |   |                                  |   |

 

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**SCHEDULE6.07**

 

**CONTRACTS**

[Pat Howard is verifying and updating]

 
| **Person  with whom  Contract is made**             |   | **Name of  contract**          |       | **Date of  contract** |       | **Expiration  Date**       |       | **Amount of  Payment Per Year  Amount of  (indicate which)** |       |
|-----------------------------------------------------|--------|--------------------------------|------------|-----------------------|------------|----------------------------|------------|--------------------------------------------------------------|------------|
|                                                |   |                           | ** ** |                  | ** ** |                       | ** ** |                                                         | ** ** |
| **CREDIT  CARD MERCHANT APPLICATION AND AGREEMENT** |   |                           | ** ** |                  | ** ** |                       | ** ** |                                                         | ** ** |
| **Gila  Crossing School**                           |   | **Merchant CC**                | ** ** | **1/24/03**           | ** ** | **Notice**                 | ** ** |                                                         | ** ** |
| **SERVICE  / MAINTENANCE CONTRACTS**                |   |                           | ** ** |                  | ** ** |                       | ** ** |                                                         | ** ** |
| **Direct  TV**                                      |   | **Service for lobby****music** | ** ** | **12/07/99**          | ** ** | **12/06/04**               | ** ** | **$40/Month**                                                | ** ** |
| **PFE  International**                              |   | **Mailing Machine****Maint.**  | ** ** | **08/01/03**          | ** ** | **07/31/04**               | ** ** | **$350/year**                                                | ** ** |
| **Environmental****Conditions,  Inc.**              |   | **A/C Service**                | ** ** | **01/22/04**          | ** ** | **01/22/05**               | ** ** | **$620/year**                                                | ** ** |
| **Arizona  Sterling****Protection**                 |   | **Lobby Guard**                | ** ** | **01/13/03**          | ** ** | **01/13/05**               | ** ** | **$13.22 / hour**                                            | ** ** |
| **Diebold**                                         |   | **Peoria ATM****Maintenance**  | ** ** | **05/15/03**          | ** ** | **05/14/04**               | ** ** | **$2,525/year**                                              | ** ** |
| **Cutty  Security**                                 |   | **Monthly ATM Run**            | ** ** | **11/20/03**          | ** ** | **Month-month**            | ** ** | **$120/month**                                               | ** ** |
| **Affiliated  Building****Maintenance**             |   | **Lobby Cleaning**             | ** ** | **02/14/04**          | ** ** | **Upon 30 days****notice** | ** ** | **$525/month**                                               | ** ** |
| **Deluxe  Corporation**                             |   | **Customer Checks**            | ** ** | **08/07/96**          | ** ** | **09/02/04**               | ** ** | **Variable**                                                 | ** ** |
| **Arizona  Office****Technologies**                 |   | **Copier Maint.**              | ** ** | **03/16/04**          | ** ** | **6/20/04**                | ** ** | **$283/quarter**                                             | ** ** |

 

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