EXHIBIT 4.2

                          FIRST AMENDMENT TO INDENTURE

         This First Amendment to Indenture (this "Amendment") is entered into as
of December 5, 2001,  by and among (i) Matrix  Capital  Corporation,  a Colorado
corporation  (the  "Company")  and  (ii)  U.S.  Bank  National  Association  (as
successor  Trustee  to  First  Trust  National  Association),  as  trustee  (the
"Trustee").

         WHEREAS, the Company, as Issuer, and Trustee, as Trustee,  entered into
that certain Indenture dated as of September 29, 1997 (the "Indenture"); and

         WHEREAS,  the parties to the Indenture desire to amend certain terms in
the  Indenture  as  provided  herein  in  accordance  with  Section  9.1  of the
Indenture;

         NOW,  THEREFORE,  for and in  consideration  of the mutual promises and
covenants  herein  contained  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

         1. Section  7.10(a) of the  Indenture is hereby  amended to read in its
entirety as follows:

                  Section 7.10  Eligibility;  Disqualification.  (a) The Trustee
         hereunder shall have no other  relationship  with the Company or any of
         its  subsidiaries  except as Trustee  under this  Indenture;  provided,
         however,  that the  Trustee or an  affiliate  of the Trustee may have a
         relationship  with the Company or a Subsidiary if such  relationship is
         in the ordinary course of business.

         2. The parties hereto hereby confirm and acknowledge that the Indenture
shall continue in full force and effect according to its original terms,  except
as expressly as amended hereby.

         IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment as of the date first above written.

                              Matrix Capital Corporation, a Colorado Corporation


                              By: /s/ Guy A. Gibson
                                 -------------------------------------------
                                 Guy A. Gibson
                                 President and Chief Executive Officer



                              U.S. Bank National Association



                              By: /s/ Seth Dodson
                                 -------------------------------------------
                                 Seth Dodson
                                 Assistant Vice President