SEVERANCE, SEPARATION AND RELEASE AGREEMENT

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

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

NOW, THEREFORE , in consideration of the mutual promises and the terms and conditions set forth below and other obligations under this Agreement, the Employers and the Employee (collectively referred to as the “‘Parties”) hereby agree as follows:

1.   Termination of Employment Relationships . Subject to Section 16 hereof, the employment relationships between the Employee and the Employers shall terminate on the date the closing of the Company’s private placement offering of common stock (the “Offering”) which has commenced as of the date first set forth above (the “Termination Date”); provided, however, to the extent the private placement offering is not consummated, this Agreement shall be null and void and of no further effect. Effective as of the Termination Date, the Employee hereby resigns all officer and employee positions (including all responsibilities attendant thereto) with each of the Employers, his membership on all Boards of Directors and Committees of each of the Employers and his positions as trustee or administrator with respect to any statutory business trusts formed by the Company.

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

3.   Benefits . (a) For a period of twelve (12) months from the Termination Date, which Termination Date shall be the “qualifying event” date under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Employee shall have the right to continue coverage under the Company’s medical and dental insurance programs as provided by COBRA, which coverage shall be provided at the Company’s expense.

(b)   Except as set forth in this Section 3 and as required by applicable law, the Employee shall not be entitled to participate in any benefit plans or programs provided to employees of the Employers following the Termination Date.

4.   No Other Payments Due . Except as provided in Section 2 and Section 3 hereof, the Employee shall not be entitled to any payments or other benefits following the Termination Date. The Employee further acknowledges that, subject to the above-referenced exceptions, he has received payment in full for all outstanding wages, accrued but unused vacation and all other compensation arising out of or as a result of his employment by the Employers.

5.   Release and Indemnification . (a) In consideration of the above, the sufficiency of which the Employee hereby acknowledges, the Employee, on behalf of the Employee and the Employee’s heirs, executors and assigns, hereby releases and forever discharges the Employers and each of the Employers’ shareholders, parents, affiliates, subsidiaries, divisions, any and all current and former directors, officers, employees, agents, and contractors and their heirs and assigns, and any and all employee pension benefit or welfare benefit plans of the Employers, including current and former trustees and administrators of such employee pension benefit and welfare benefit plans (the “Released Parties”), from all claims, charges, or demands, in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of time to the date of this Agreement, including, without limitation, any claims the Employee may have arising from or relating to the Employee’s employment relationships or termination from such relationships with the Employers, including a release of any rights or claims the Employee may have under Title VII of the Civil Rights Act of 1964, as amended, and the Civil Rights Act of 1991 (which prohibit discrimination in employment based upon race, color, sex, religion and national origin); the Age Discrimination in Employment Act; the Americans with Disabilities Act of 1990, as amended, and the Rehabilitation Act of 1973 (which prohibit discrimination based upon disability); the Family and Medical Leave Act of 1993 (which prohibits discrimination based on requesting or taking a family or medical leave);   Section 1981 of the Civil Rights Act of 1866 (which prohibits discrimination based upon race); Section 1985(3) of the Civil Rights Act of 1871 (which prohibits conspiracies to discriminate); the National Labor Relations Act; the Colorado Labor Peace Act; the Employee Retirement Income Security Act of 1974, as amended (other than any accrued benefit(s) to which the Employee has a non-forfeitable right under any pension benefit plan)(which prohibits discrimination with regard to benefits); the Worker Adjustment and Retraining Notification Act; the Colorado Anti-Discrimination Act; the Fair Labor Standards Act; the Colorado Wage Claim Act;   and any other federal, state or local laws against discrimination; or any other U.S. federal, state, or local statute, or common law relating to employment, wages, hours, or any other terms and conditions of employment. The release provided for herein includes a release by the Employee of any claims for wrongful discharge, breach of contract, torts or any other claims in any way related to the Employee’s employment relationships with or resignation or termination from each of the Employers. The Employee understands that this is a general waiver and release of all claims, known or unknown, that the Employee may have against the Released Parties based on any act, omission, matter, cause or thing that occurred through the date the Employee signs this Agreement. This release does not release the Employers from any obligations due to the Employee under this Agreement, or from any rights, claims or coverages to which Employee may be entitled in respect of or under any former, current or future insurance policies of the Employers and their affiliates; provided, however, that Employee specifically agrees to waive all rights, claims and coverages to which Employee may be entitled under the Bank Owned Life Insurance and/or Company Owned Life Insurance policies. 8

(b)   In consideration of the above, the sufficiency of which the Employers hereby acknowledge, the Employers and their successors and assigns hereby release and forever discharge the Employee and the Employee’s heirs, executors and assigns, from all claims, charges, or demands, in law or in equity, whether known or unknown, which may have existed or which may now exist from the beginning of their period of employment with the Employers to the Termination Date, except for breaches regarding disclosure of confidential information or for conduct involving theft, fraud or embezzlement.

(c)   It is a condition hereof, and it is the Parties’ intention in the execution of the general release in this Section 5, that the same shall be effective as a bar to each and every claim hereinabove specified.

(d)   From and after the Termination Date, the Employers shall indemnify and hold harmless the Employee against any costs or expenses (including reasonable attorney’s fees), judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, arising out of matters existing or occurring at or prior to the Termination Date, whether asserted or claimed prior to, at or after the Termination Date, arising in whole or in part out of or pertaining to the fact that he was a director, officer, manager, trustee, administrator or employee of the Employers or any affiliate thereof, to the fullest extent which such Employee would be entitled under the Amended and Restated Articles of Incorporation   and Bylaws (or similar charter or other organizational documents) of the Employers or any such affiliate thereof, and the corporate laws of the respective jurisdictions of the Employers and such affiliates thereof as in effect on the date hereof.

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

7.   No Authority to Bind the Employers . As of the Termination Date, neither the Employee, nor any partner, agent or employee of the Employee, has authority to enter into any contracts that bind one or more of the Employers or create obligations on the part of any of the Employers.

8.   Non-Disparagement . The Employee agrees not to make any oral or written statements or otherwise engage in any act that is intended or may reasonably be expected to harm the reputation, business, prospects or operations of the Employers or any of their respective directors or executive officers or any persons related to the foregoing. The Employers further agree not to, and to use their reasonable best efforts to ensure that their directors and executive officers will not, make any oral or written statements to employees of the Company or other outside individuals or otherwise engage in any act which is intended or may reasonably be expected to harm the reputation, business or prospects of the Employee.

9.   Confidentiality; No Solicitation . (a) The Employee recognizes and acknowledges that the Employers’ and their affiliates’ trade secrets and confidential or pr