EXECUTIVE EMPLOYMENT AGREEMENT
THIS AGREEMENT is effective as of October 1, 1997, and is made and entered into by and between Matrix
Capital Corporation, a Colorado corporation ("Employer"), and T. Allen McConnell, an executive employee of
A. Employer has proposed that Executive become employed by Employer, effective October 1, 1998, in an
executive capacity and Executive has agreed to such emplyment pursuant to the terms of this Agreement.
B. Employer desires that the Executive enter into an employment relationship with Employer in order to provide
the necessary leadership and senior management skills that are important to the success of Employer. Employer
believes that obtaining the Executive's services as an employee of Employer and the benefits of his business
experience are of material importance to Employer and Employer's shareholders.
NOW, THEREFORE, in consideration of Executive's continued employment by Employer and the mutual
promises and covenants contained herein the receipt and sufficiency of which is hereby acknowledged, Employer
and Executive intend by this Agreement to specify the terms and conditions of Executive's employment
relationship with Employer.
SECTION 1. General Duties of Employer and Executive.
1.1. Employer agrees to employ Executive and Executive agrees to accept employment by Employer and to
serve Employer in an executive capacity upon the terms and conditions set forth herein. The duties and
responsibilities of Executive shall include those described for the particular position held by Executive while
employed hereunder in the Bylaws of Employer or other documents of Employer, and shall also include such
other or additional duties, for Employer, as may from time-to-time be assigned to Executive in good faith by the
Board of Directors of Employer or any duly authorized committee thereof. The executive capacity that Executive
shall hold while this Agreement is in effect shall be that position as