DO NOT DESTROY THIS NOTE: Once paid, this Note, with a Deed of Trust securing same, must be
surrendered to the trustee for cancellation before reconveyance.
PROMISSORY NOTE SECURED BY DEED OF TRUST
U.S. $1,000,000.00 Phoenix, Arizona March 25, 1999
FOR VALUE RECEIVED, the undersigned, MATRIX BANCORP, INC., a Colorado corporation (the
"Maker"), whose mailing address is 1380 Lawrence Street, Suite 1400, Denver, Colorado 80204, hereby agrees
and promises to pay without offset or deduction to the order of THE OHIO NATIONAL LIFE INSURANCE
COMPANY, an Ohio corporation, its endorsees, successors and assigns (the "Holder"), this Promissory Note
Secured By Deed of Trust (the "Note") which until further notice shall be made by check payable to the order of
Eberhardt Company and delivered to 3250 West 66th Street, Minneapolis, Minnesota 55435, or thereafter at
such other place as the Holder may from time to time designate, the principal sum of ONE MILLION AND
NO/100 DOLLARS ($1,000,000.00) and such additional sums as may hereafter be added to said principal sum
as hereinafter provided, together with interest before default on the unpaid principal balance at the rate of seven
and one-tenth percent (7.10%) per annum and charges, if any, from the date hereof.
All sums due hereunder shall be payable in lawful money of the United States at the times and in the manner set
forth herein, and unless sooner payable as provided herein, then in all events, the entire principal balance together
with all accrued interest and any other charges imposed hereunder shall become due and payable on the 1st day
of April, 2009 (the "Maturity Date"). This Note is secured by a Deed of Trust, Security Agreement and
Assignment of Leases and Rents (the "Deed of Trust") and other instruments executed by Maker on even date
herewith (collectively the "Security Documents").
1. PAYMENTS OF PRINCIPAL AND INTEREST.
(a) Commencing on the first day of May 1, 1999 and continuing on the first day of each month thereafter, there