MATRIX BANCORP INC
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>5
<FILENAME>form10qex4_050201.txt
<TEXT>

                                                        Exhibit 10.4

                          EMPLOYMENT AGREEMENT ADDENDUM

THIS EMPLOYMENT  AGREEMENT ADDENDUM,  is a supplement to the original EMPLOYMENT
AGREEMENT   dated  January  1,  1995,  by  and  between   MATRIX  CAPITAL  BANK,
(hereinafter  referred to as the "Bank") and GARY LENZO (hereinafter referred to
as the "Employee").

WHEREAS,  the Employee has heretofore been employed by the Bank as President and
Chief Executive Officer, and

WHEREAS,  THE Bank wishes to assure  itself of the  services of the  Employee as
outlined in Section 5. Term of the original Employment Agreement, and

WHEREAS,  the  parties  desire  by  this  writing  to set  forth  the  continued
employment relationship of the Bank and the Employee.

NOW THEREFORE, it is agreed to amend Section 2. Base Compensation and Section 5.
Term as follows: ------------------ ----

2.   Base  Compensation.  The Bank agrees to pay the Employee during the term of
     this  Addendum,  a salary at the rate of $175,000 per annum payable in cash
     not less frequently  than twice monthly and shall be increased  annually in
     such an amount as the Board of Directors may determine.

5.   Term. This Addendum  extends the period of employment an additional  twelve
     (12) months,  per  performance  evaluation  by the Board of  Directors,  as
     outlined in the original Employment Contract, thereby extending the term of
     said Employment Agreement to January 1, 2004.

IN WITENESS WHEREOF, the parties have executed this Employment Agreement
Addendum, on the 14th day of December 2000.

                                        MATRIX CAPITAL BANK

                                        By: /s/ D. Mark Spencer
                                        Name:  D. Mark Spencer

                                        Its:     Chairman

                                        By: /s/ Gary Lenzo
                                        Name:      Gary Lenzo

</TEXT>
</DOCUMENT>
