MATRIX BANCORP INC
EXHIBIT 10.4
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<TYPE>EX-10
<SEQUENCE>3
<FILENAME>matrixbancorp8kex10.txt
<DESCRIPTION>EXHIBIT 10.4
<TEXT>
                                 THIRD AMENDMENT
                                       TO
                        PURCHASE AND ASSUMPTION AGREEMENT


     This Third Amendment (the "Third Amendment") to the Purchase and Assumption
Agreement (the "Agreement") is entered into as of this 31st day of August,  2003
by and between MATRIX FINANCIAL  SERVICES  CORPORATION,  an Arizona  corporation
("Seller"),  MATRIX CAPITAL BANK, a federal savings bank  ("Parent"),  and AMPRO
MORTGAGE CORPORATION, a Delaware corporation  ("Purchaser").  The Seller, Parent
and Purchaser together shall be the "Parties". Capitalized terms used herein and
not otherwise defined shall have the meanings given them in the Agreement.

     WHEREAS,  during the course of the  Transition  Period  certain  additional
third party  service  contracts  and  equipment  leases were (i)  discovered  by
Seller,  (ii)  communicated  to  Purchaser,  and (iii)  determined by Seller and
Purchaser to be necessary for the continuation of doing business by the Acquired
Division; and

     WHEREAS,  it was mutually  determined that previously  identified  Contract
Rights and  Equipment  Leases would not be assigned by Seller to  Purchaser,  by
virtue of lease buy-out, or contract termination; and

     WHEREAS,  the Parties have also  determined,  for reasons of lightening the
immediate  work load burden of  reproducing  documentation  of a historical  and
archived  nature,  to grant each other reasonable  access to such  documentation
from and after the Final Closing Date; and

     WHEREAS, the Parties hereto wish to be more specific than the Agreement has
hereto been concerning  Aggregate Locked Loan Profitability  Amount,  Transition
Employees "stay" bonuses,  Seller's employee  advances,  Hired Employees and the
related  accrued  vacation  liabilities of each Party,  and how the New Pipeline
Applications are to be handled; and

     WHEREAS, the Parties have now determined it is in the best interests of the
Parties to modify the  Agreement  to  accommodate  these  additions,  deletions,
changes in work load, and other areas needing more specification.

     NOW,   THEREFORE,   in   consideration  of  the  premises  and  the  mutual
undertakings set forth herein,  and other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged, the parties affirm and
agree as follows:

     1.   Schedule 4.2(f)-2  Equipment Leases is hereby modified to delete Fleet
          Capital  Leasing  and  Crocker  Capital,  Inc.,  and add  Chesterfield
          Financial Corp.


<PAGE>

     2.   Schedule  4.2(g)  Contract  Rights is hereby  modified  to delete RMIC
          Corporation and Broadwing  Telecommunications Inc., and add GE Capital
          Residential  Connections  Corporation  (including  its  affiliates  GE
          Capital  Contract   Services,   Inc.  and  General  Electric  Mortgage
          Insurance  Corporation),  Lender  E-Source Inc.,  eMagic.com LLC, MGIC
          Investor Services Corporation, and PMI Mortgage Services Co.

     3.   By the modifications made in paragraphs 1 and 2 above, the definitions
          of Contract Rights,  Equipment  Leases and Assumed  Obligations as set
          forth in the Agreement are hereby modified accordingly.

     4.   Section 6.6 of the  Agreement is hereby  modified to add the following
          language:

          "From and after the Final Closing Date, each Party will give the other
          Party  and  its   attorneys,   accountants,   consultants   and  other
          representatives  reasonable access to the books,  records and accounts
          with respect to (i) the  Production  Assets,  (ii) any work product or
          records held by Purchaser or the Acquired  Division  relating to loans
          closed  prior to March 1, 2003,  and (iii) any work product or records
          held by Seller  relating to loans  closed  after  February  28,  2003.
          Reasonable  access is defined  as giving  reasonable  advance  notice,
          access during normal  business  hours,  and in a fashion that does not
          disrupt the affected  Party's business  operations.  Valid reasons for
          requesting  reasonable  access, by either party,  include  information
          that is required to be produced  due to audits  (regulatory,  internal
          and external), arbitration, litigation, loan investor requests, Agency
          requests and regulatory requests."

     5.   The Aggregate Locked Loan Profitability Amount to be paid to Seller by
          Purchaser,  on the Final  Closing Date,  under  Section  2.3(b) of the
          Agreement is $159,626.00.

     6.   The  Transition  Employees  "stay" bonus to be reimbursed to Seller by
          Purchaser,  on  the  Final  Closing  Date,  under  Section  6.8(a)  is
          $6,264.12. ($3,384.12 for Trish Hermansen; $2,880.00 for Mona Quarles)

     7.   The  amount to be  reimbursed  to Seller  by  Purchaser,  on the Final
          Closing Date, for payroll  advances made by Seller to Hired  Employees
          prior to the  Initial  Closing  Date is  $63,260.99,  as set  forth on
          "EXHIBIT A" attached hereto.

     8.   Each of the  parties  hereto  acknowledges  and agrees that during the
          Transition Period the identity of the Hired Employees has changed as a
          result of,  among  other  things,  ordinary  employee  turnover in the

<PAGE>

          Acquired  Division,  and  Seller  and  Purchaser  desire to  provide a
          definitive  list as of the  Final  Closing  Date as to whom  shall  be
          considered Hired Employees for purposes of the Agreement.


<PAGE>

          Attached  hereto as  "EXHIBIT  B" is a list of  employees  and  former
          employees of Matrix Financial Services  Corporation,  each of whom the
          Seller and  Purchaser  acknowledge  and agree is a Hired  Employee for
          purposes of the Agreement.

     9.   Each of the  parties  hereto  acknowledges  and agrees that each Hired
          Employee has an option to have its accrued vacation (a)  "rolled-over"
          to  Purchaser or (b) paid out by Seller.  In the event of (a),  above,
          Seller will pay to Purchaser,  as soon after the Final Closing Date as
          feasible,  25% of the  amount  of  Hired  Employee  vacation  that had
          accrued as of August 31, 2003, for all Hired Employees electing option
          (a). In the event of (b),  above,  the  Purchaser  will  reimburse  to
          Seller,  as soon after the Final Closing Date as feasible,  75% of the
          amount of Hired  Employee  vacation  that had accrued as of August 31,
          2003, for all Hired Employees  electing option (b). Attached hereto as
          "EXHIBIT C" is the  Accrued  Vacation  Schedule  which  estimates  the
          amounts that Seller will pay to Purchaser and that  Purchaser will pay
          to Seller.  The parties also  acknowledge  (i) as of the Final Closing
          Date "EXHIBIT C" can only be preliminary in nature,  representing  the
          status of the Hired Employees as of the August 15, 2003 payroll,  (ii)
          "EXHIBIT C" will be  presented as a "final"  schedule  within ten (10)
          Business Days after the Final Closing Date,  and reviewed and approved
          by Seller and  Purchaser,  and (iii) any  adjustments  in payments due
          between  the  parties  will be paid to the  appropriate  party at that
          time.

     10.  The parties  acknowledge and agree that the New Pipeline  Applications
          and Loan Files related  thereto in certain states or that meet certain
          other  criteria are not being  delivered  and conveyed to Purchaser on
          the Final  Closing date due to the fact that,  as of the Final Closing
          Date,  Purchaser will not be properly  licensed in such states.  Those
          states are: California,  Connecticut,  District of Columbia, Delaware,
          Georgia, Illinois,  Massachusetts,  Minnesota, Nevada, New Jersey, New
          York, North Carolina, Ohio, Pennsylvania,  Rhode Island, South Dakota,
          Vermont,  Virginia,  and West Virginia  (such  pipeline of loans being
          collectively  referred to herein as the "Excluded  Pipeline Loans"). A
          list of the Excluded  Pipeline Loans is attached  hereto as Exhibit D.
          Following  the Final Closing  Date,  Seller shall  continue to fund in
          Seller's  name the  Excluded  Pipeline  Loans in the same manner as is
          described in the Agreement,  without  reference to the  termination of
          the Transition  Period.  The parties agree that such failure to convey
          and deliver the Excluded Pipeline Loans by Seller on the Final Closing
          Date shall not be deemed or construed in any respect as a breach of or
          default under the  Agreement by Seller or Parent,  and that Seller and

<PAGE>

          Parent,  by closing the transactions  contemplated by the Agreement on
          the Final  Closing Date despite  knowledge of the failure of Purchaser
          to obtain various  licenses and approvals  shall not be deemed to have
          waived any of  Seller's  or Parent's  respective  rights and  remedies
          under the Agreement.  In addition, and without limiting the generality
          of the  foregoing  or the  indemnification  rights of Seller under the
          Agreement,  Purchaser  hereby agrees that Purchaser shall (A) purchase
          from Seller, at such time (and from time to time) as may reasonably be
          requested  by  Seller,  each of the  Excluded  Pipeline  Loans that is
          ultimately  funded by Seller and not sold and  delivered  by Seller in
          consultation  with  Purchaser  to a  third-party  Investor at Seller's
          fully loaded cost (which shall include,  without limitation,  interest
          payable under the  Warehouse  Agreement on such loans through the date
          of purchase) and (B) indemnify, defend and hold Seller and Parent, and
          each of their respective  employees,  directors,  representatives  and
          Affiliates  harmless  and in  respect  of,  and shall  reimburse  each
          Indemnified  Party for,  any and all Loses  arising out of,  resulting
          from or  relating  to (1) the  failure  by  Purchaser  to be  properly
          licensed  as  discussed  above  and/or (2) such  processing,  closing,
          funding,  sale or  delivery  to a  third-party  Investor of any of the
          Excluded   Pipeline   Loans  by  Seller  or  Parent.   The   foregoing
          indemnification  shall not be  subject  to the  "indemnification  cap"
          specified in Section  7.3(c) of the  Agreement and shall be subject to
          the four (4) year  limitations  period  specified in Section 7.3(b) of
          the   Agreement.   Notwithstanding   the   foregoing,   the  foregoing
          indemnification  in clause (2) above shall not apply and shall have no
          force and effect with respect to any particular  indemnified  event if
          the indemnified  event results  directly from an action or inaction on
          the part of Seller taken  specifically in  contravention  of a written
          recommendation by Purchaser with regard to such action or inaction.

     11.  Purchaser hereby acknowledges  receipt of and accepts delivery of each
          of the Final Closing Date Sales Commitments.

     12.  Except to the extent expressly  provided in this Third Amendment,  the
          Second Amendment and the First  Amendment,  all terms of the Agreement
          shall remain in full force and effect and  unaffected  by the terms of
          this Third Amendment.

     13.  This Third Amendment may be executed in one or more counterparts, each
          of which shall be deemed an original,  but all of which  together will
          constitute one and the same instrument.


<PAGE>




     IN WITNESS WHEREOF,  the Parties hereto have caused this Third Amendment to
be executed as of the date first written above.


                                    MATRIX FINANCIAL SERVICES
                                    CORPORATION



                                    By:_________________________
                                       D. Mark Spencer
                                       Chief Executive Officer


                                    MATRIX CAPITAL BANK



                                    By:________________________
                                       D. Mark Spencer
                                          President & CEO


                                    AMPRO MORTGAGE CORPORATION



                                    By:________________________
                                    Name:
                                    Title:




<PAGE>



                                    EXHIBIT A

                  Seller's Payroll Advances to Hired Employees



<PAGE>



                                    EXHIBIT B

                                 Hired Employees



<PAGE>



                                    EXHIBIT C

                            Accrued Vacation Schedule



<PAGE>



                                    EXHIBIT D

              Excluded Pipeline Applications and related Loan Files



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