EXHIBIT
      10.1

    


    Bankmark

    
      
        

      

    

    5015
      Addison Circle, BOX 511  ̈ Addison,
      TX  75001

    


    CONSULTING
      AGREEMENT

    


    


    This
      Consulting Agreement (“Agreement”) is entered into on this 21st day of March,
      2005, by and between Dan
      Hudson acting under the name of Bankmark
      & Financial Marketing Services
      (“Bankmark”), with offices at 5050 Quorum Drive, Suite 700, Dallas, TX 75254 and
Patria
      Corporation (“Bank”),
      with organizational offices at 4695
      Osage Drive, Boulder, CO 80303.
      Other
      references made to the term “Bank” represent the de novo bank and its organizers
      (the “Organizers”). 

    


    The
      parties hereby agree as follows:

    


    
      	
              1.

            	
               SCOPE
                OF THE ENGAGEMENT

            


    

    


    Bankmark’s
      primary responsibilities within the scope and term of the engagement is to
      provide project management, resource identification, and resource management
      in
      conjunction with the client and facilitate the capital acquisition phase of
      the
      project. Bankmark’s role during the organizational phase usually is or can
      be:

    
      	 	
              ·

            	
              Presentation
                with core group members of what is involved in establishing a bank
                and
                working through such issues with new prospective organizers/directors.
                It is Bankmark’s success rate, performance, and clear understanding of the
                process that is articulated during these meetings. The engagement
                of a
                consultant that has successfully assisted numerous clients through
                the
                bank chartering process provides the credibility that most potential
                organizers are seeking before they become engaged in a project. Bankmark
                provides a new group the ability to say, “We have with us as partners a
                firm that has been there and done that ... and
                recently”.

            


    

    
      	 	
              ·

            	
              A
                diverse group of industry experts in all areas required to open a
                bank:
                corresponding bank relationships, project financing, equipment,
                technology, legal, accounting, operations, facilities that are capable
                of
                providing a turnkey bank with custom features or select needs based
                on
                specific client request. It is important to realize that opening
                a bank is
                far more complex a process and requires a different skill set than
                managing a bank on a day-to-day basis that is already in
                operation.

            


    

    
      	 	
              ·

            	
              Over
                the years and especially more recently, organizers, directors, and
                management continuously infer we “help them see around the corner.”
                Meaning that at any point during the process, we are able to advise
                our
                clients as to what’s ahead and the impact of options being considered or
                plans in the queue. The process allows clients to more thoroughly
                evaluate
                each element under consideration. Thus, each alternative selected
                should
                produce the result desired by the Bank’s organizing group. If necessary,
                the group is encouraged to visit banks that have recently opened
                to better
                understand the impact and ramifications of their own
                decisions.

            


    

    
    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              ·

            	
              Bankmark
                provides project management and tools, which allow the group to obtain
                information concerning its area of expertise or assignment in the
                project
                management process. Our
                client bank project management programs use, as baseline data, our
                most
                recently completed projects’ timeline information. This
                process
                assures all elements to opening in a timely manner and within
                budget.

            


    

    
      	 	
              ·

            	
              Bankmark
                will provide logistics and support at each Bank location by trained
                Bankmark staff for the Bank’s management and administration of its
                contacts. An important effect of the Bankmark process is that the
                Bank’s
                professionalism is enhanced. This may have a positive impact on the
                Bank’s
                prospects for regulatory approval and its capital acquisition
                program.

            


    

    
      	 	
              ·

            	
              Determination
                of charter and review of new filing procedures by the OCC & FDIC in
                conjunction with the organizing
                group.

            


    

    
      	 	
              ·

            	
              Discussion
                of facilities/locations.

            


    

    
      	 	
              ·

            	
              Legal
                representation review and discussion which firms processed the last
                several applications.

            


    

    
      	 	
              ·

            	
              Pre-opening
                budget discussion and review.

            


    

    
      	 	
              ·

            	
              Identification
                and recruitment of a qualified management team for review with personnel
                committee and Board of Directors.

            


    

    
      	 	
              ·

            	
              Preparing
                & building the management team for presentation to the regulatory
                agencies and submission of the application
                process:

            


    

    
      	 	
              ü

            	
              What
                role now during the organization
                phase

            


    

    
      	 	
              ü

            	
              What
                role when the Bank opens

            


    

    
      	 	
              ü

            	
              When
                does the management team
                start...ideally

            


    

    


    Let
      it be understood that Bankmark does not participate directly or indirectly
      in
      any sales transaction between the Bank and prospective shareholders, nor will
      it
      solicit subscription agreements or collect monies for prospective shareholders
      in connection with such activity. Bankmark is not an agent for the de novo
      bank,
      and does not make representations as an agent or otherwise for the Bank.


    


    
      (This
        space intentionally left blank.)

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

    


    2. CONSULTING
      FEES

    


    Bankmark
      will design a marketing campaign to strategically support the Bank. Bankmark's
      professional fee for services is as follows:

    


    
      	 	
              •

            	
              The
                consulting fee for facilitating a marketing campaign to support the
                Bank
                and for providing logistics and administration for the Bank’s public
                offering is $535,000.
                This is the total fee and there are no contingencies, commissions
                or other
                variable payments regarding its payment.  All
                fees are due and payable in advance of the month the work is to be
                performed. All invoices for such fees and expenses are due no later
                than
                the third business day from receipt of
                invoice.

            


    

    


    
      	
            	•	
              The
                fees shall be paid in the following incremental
                amounts:

            


    

     

    
      	 	 	 	 	 	 	 	 
	
              Payment
                # 1

            	 	
              $

            	
              10,000

            	 	 	
              Month
                1

            	 
	
              Payment
                # 2

            	 	
              $

            	
              10,000

            	 	 	
              Month
                2

            	 
	
              Payment
                # 3

            	 	
              $

            	
              10,000

            	 	 	
              Month
                3

            	 
	
              Payment
                # 4

            	 	
              $

            	
              12,000

            	 	 	
              Month
                4

            	 
	
              Payment
                # 5

            	 	
              $

            	
              12,000

            	 	 	
              Month
                5

            	 
	
              Payment
                # 6

            	 	
              $

            	
              18,000

            	 	 	
              Month
                6

            	 
	
              Payment
                # 7

            	 	
              $

            	
              37,000

            	 	 	
              Month
                7

            	 
	
              Payment
                # 8

            	 	
              $

            	
              66,000

            	 	 	
              Month
                8

            	 
	
              Payment
                # 9

            	 	
              $

            	
              66,000

            	 	 	
              Month
                9

            	 
	
              Payment
                # 10

            	 	
              $

            	
              66,000

            	 	 	
              Month
                10

            	 
	
              Payment
                # 11

            	 	
              $

            	
              66,000

            	 	 	
              Month
                11

            	 
	
              Payment
                # 12

            	 	
              $

            	
              66,000

            	 	 	
              Month
                12

            	 
	
              Payment
                # 13

            	 	
              $

            	
              66,000

            	 	 	
              Month
                13

            	 
	
              Payment
                # 14

            	 	
              $

            	
              30,0001

            	 	 	
              Final
                Payment

            	 
	
              Professional
                Fee Total

            	 	
              $

            	
              535,000

            	 	 	 	 


    

    


    1
      The
      final payment of $30,000 is due at the release of funds from the impound
      account, or 120 days from the effective date of the prospectus/offering,
      whichever comes first. It should be understood that receipt of the final payment
      of $30,000 is not contingent upon any conditions or performance.
The
      final payment shall be considered a post-opening expense for accounting purposes
      and, although it appears in, is not included in the calculated total of the
      estimated pre-opening expense budget previously presented to the
      Bank.

    


    Bankmark
      may from time to time, based on project financing, defer a portion of a specific
      payment. At Bankmark’s discretion, the Bank will be notified as to when the
      deferred amount is due.

    


    


    (This
      space intentionally left blank.)

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	
              3.

            	
              EXPENSES
                TO BE PAID BY THE BANK

            


    

     

    
      	
              These
                fees only represent an estimate.
                As
                each required service is negotiated with the selected firm or individual,
                an agreement or purchase order will be submitted to and approved
                by the
                Bank’s management in advance of any payment or commitment to pay. These
                agreements will be itemized and totaled in a report to management
                on a
                monthly basis to account for monies committed or owed against the
                estimated budget. In each and every case where a budget may
                be
                exceeded due to necessary changes in the regulatory process, additional
                events, or any other requirements required to support the proposed
                transaction, management will pre-approve the new budget before it
                is
                incurred.

            


    

     

    Projected
      Costs: 

     

    Bankmark’s
      fees are disbursed monthly over the life of the project. Other costs are paid
      by
      the Bank but managed by Bankmark. As the PS and/or PM prepare to implement
      the
      various stages and expense items of this Agreement, they will present to the
      client a more detailed anticipated monthly expense of the various budget
      category line items of the expenses. These monthly presentations of anticipated
      expense will, in turn, be reviewed with senior management or the Project’s
      designated representative every thirty (30) days. Items or services to be
      purchased on behalf of the Bank will be outlined in a contract or estimate
      form
      provided by the specific supplier and approved by Bank personnel prior to
      purchase of the item or service. Based on the assumption that the Bank will
      have
      to host approximately 85 investment meetings with an average attendance of
      25
      attendees to meet 2,125 (minimum) qualified investors, the following costs
      are
      projected:

    


    Computer
      Network System & Printers Rental Service**

    


    
      	
              Month
                6

            	 	
              $

            	
              2,200

            	 
	
              Month
                7

            	 	
              $

            	
              2,200

            	 
	
              Month
                8

            	 	
              $

            	
              2,200

            	 
	
              Month
                9

            	 	
              $

            	
              2,200

            	 
	
              Month
                10

            	 	
              $

            	
              2,200

            	 
	
              Month
                11

            	 	
              $

            	
              2,200

            	 
	
              Month
                12

            	 	
              $

            	
              2,200

            	 
	
              Month
                13

            	 	
              $

            	
              2,200

            	 
	
              Month
                14

            	 	
              $

            	
              2,200

            	 
	
              TOTAL

            	 	
              $

            	
              19,800

            	 


    

    


    Graphics
      Program Development**

    


    Logo,
      letterhead, business cards, envelopes, prospectus, promotional materials,
      organization website (design to production), no printing. At time of execution,
      a supplemental contract addendum will be presented to the Bank with a more
      detailed description of items and payment schedule.

    $35,000

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    


    Project
      Site Support Staff

    
      	 	 	 	 	 
	
              Month
                5

            	 	
              $

            	
              4,000

            	 
	
              Month
                6

            	 	
              $

            	
              4,000

            	 
	
              Month
                7

            	 	
              $

            	
              4,000

            	 
	
              Month
                8

            	 	
              $

            	
              8,000

            	 
	
              Month
                9

            	 	
              $

            	
              8,000

            	 
	
              Month
                10

            	 	
              $

            	
              14,000

            	 
	
              Month
                11

            	 	
              $

            	
              14,000

            	 
	
              Month
                12

            	 	
              $

            	
              16,000

            	 
	
              Month
                13

            	 	
              $

            	
              16,000

            	 
	
              Month
                14

            	 	
              $

            	
              16,000

            	 
	
              TOTAL

            	 	
              $

            	
              104,000*

            	 


    

     

    The
      staffing budget only represents a monthly estimate. As we begin the hiring
      process closer to the Bank’s campaign, we will present a more specific (weekly)
      cost per person spreadsheet for approval. *This
      represents a current market estimate. An updated estimate will be prepared
      at
      beginning of hiring process. Payroll expense due net 15 days from date of
      invoice received.

    


    Project
      Support **

    


    Other
      part time staff or FTE’s (Full Time Equivalent) time has been allocated pursuant
      to the project budget. Some staff members do not work on site at the
      organizational office but at Bankmark’s offices in California, Colorado, and
      Texas. This provides consistency from project to project, access through
      universities for data entry personnel or other essential personnel that Bankmark
      does not have to hire, train, and release as a project ends. Instead it provides
      continuity to all Bankmark’s clients by spreading out the part time hours needed
      to support all of Bankmark’s projects.

    


    For
      many
      banking professionals not being able to “see” an individual causes concern when,
      in fact, it is the work to be produced in total and in relationship to the
      project’s needs at that specific juncture. Example: Some days the data entry
      personnel are completely inundated with roster entry and proofing 3-4 staff
      members. The next day the entire off site office group is consumed with one
      project. Over all what this system provides (and within a more managed budgetary
      process) is the human resource component consistently but on call without the
      project staff on site being inflated.

    $10,000

    


    


    (This
      space intentionally left blank.)

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    


    Food,
      Beverage, Facilities (based
      on approx. 65 events)

    
      	 	 	 	 	 
	
              Month
                9

            	 	
              $

            	
              8,000

            	 
	
              Month
                10

            	 	
              $

            	
              16,000

            	 
	
              Month
                11

            	 	
              $

            	
              16,000

            	 
	
              Month
                12

            	 	
              $

            	
              16,000

            	 
	
              Month
                13

            	 	
              $

            	
              13,000

            	 
	
              Month
                14

            	 	
              $

            	
              13,000

            	 
	
              TOTAL

            	 	
              $

            	
              79,000

            	 
	 	 	 	 	 


    

    These
      amounts only represent estimates. As each month is planned in advance, the
      estimates will be recalculated on a per-event cost. The event costs are also
      tracked weekly as each event occurs, costs are posted so at all times the PM
      and
      the client know exactly where the project stands in relationship to the budget.
      This is a cost category tracked jointly by the client and Bankmark.

    


    External
      Printing

    
      	 	
              ·

            	
              Invitations

            


    

    
      	
            	·	
              Offering
                circular & all the packaging 

            


    

    
      	 	
              ·

            	
              Presentation
                boards for investment meetings

            


    

    
      
        	 	
                ·

              	
                Letterhead,
                  business cards, envelopes

              


      

      
        	 	 	 


      

    

    The
      quantities, paper specification, etc. will be bid out/estimated upon completion
      of the design phase. If possible, Bankmark will secure a local printer; provided
      the quality standards can be met in relationship to the budget. All print
      estimates and purchase orders will be signed and approved by the
      client.

    $30,000

    Internal
      Printing**

    


    Internal
      printing is a service provided by Bankmark whereby full digital color printing
      is needed only during the stock sale process, such as printing of the
      prospectus. Because Bankmark prints these files digitally in-house, the client
      is afforded a cost per piece savings in comparison to using a “Kinko’s” of at
      least 50%. This in-house process allows Bankmark the ability to manage on behalf
      of the client ordering only what is needed on a weekly basis. Therefore, our
      quantity counts are low.

    $7,500

    


    Marketing
      Promotions**

    
      	 	
              ·

            	
              Presentation
                boards for investment meetings

            


    

    
      	 	
              ·

            	
              The
                chairman’s’ circle/founders coffee
                promotion

            


    

    
      	 	
              ·

            	
              Logo
                golf style shirts

            


    

    
      
        	 	
                ·

              	
                Other
                  name recognition items

              


      

      
        	 	 	 


      

    

    The
      specifics (i.e., count, item, color specifications, set-up fees) will be
      outlined in a separate agreement for approval by Bank/project management prior
      to beginning the events process. This will include all design, dye-cast, set-up,
      production, and shipping requirements.

    $21,000

     

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    Speaker
      Honorariums**

    


    Speaker
      honorariums are paid to any qualified industry expert identified by Bankmark.
      These individuals most likely have previous experience with the Bankmark
      program, content and format especially as it relates to regulatory dos and
      don’ts. They could be Robert Steiner, Bryan Hyzdu, Dan Hudson, or any other
      speaker Bankmark deems acceptable. Each event fee is $450 per event (65 events
      approx). At the end of each 15-day period during the events phase of the
      project, Bankmark and the Bank will review and reconcile the speaker honorariums
      to be paid for that period.

    $38,250

    


    Public
      and Promotional Events

    


    Public
      and promotional events are events “outside of the box” or a standard event
      whereby the event has a theme that is usually time sensitive and a special
      guest
      speaker has been scheduled. The event requires a broader scope and scale or
      marketing to draw a larger qualified audience. Any event in this category budget
      is planned and approved by the Bank organizers.

    


    $8,000
      

    These
      projected costs are based on the following assumption:

    The
      most
      important factor in holding the events cost to a minimum is to maintain a high
      average attendance: 1) if the Bank gets them to an event and 2) follow up to
      gauge their interest within 24-48 hours. If the Bank’s goal is a minimum of
      2,125 qualified attendees and we maintain an average attendance of 25 per event,
      the Bank can reach its capitalization goal upon completion of the 85th
      event.
      The caveat is the follow-up by directors and the Bank and is imperative to
      the
      success of the Capital Acquisition Program based on these
      assumptions.

    


    **Fees
      paid directly to Bankmark. An
      invoice along with any necessary supporting documentation will be presented
      to
      the Bank as each expense is incurred. These invoices are due net ten (10) days
      upon presentation.

    


    4. TERM

    


    The
      contract shall expire 120 calendar
      days from the effective date as published on the offering circular at 5:00
      p.m.
      unless otherwise extended by mutual
      agreement, in writing. Any budgetary requirements associated with the
      continuation of said agreement will be outlined by Bankmark and pre-approved
      by
      the Bank or the Bank’s representative before any work is continued. All
      extensions are in 30-day increments approved by both parties. Each 30-day
      extension is for the fee of $35,000. All fees for extensions are due at the
      beginning of the 30-day extension.

    


    The
      Bank
      has the right to terminate, in writing, this Agreement with or without cause.
      If
      terminated without cause the Bank owes Bankmark fees of $250,000
      plus any
      expenses incurred by Bankmark on behalf of the Bank. If terminated with cause
      (i.e. gross negligence or non-performance of duties as prescribed in the
      contract) such cancellation must be noted by written communications. Bankmark
      has 5 days to respond to a cancellation with cause in the form of a meeting
      as
      to corrective action that will be taken to rectify the problem, and 20 days
      to
      correct the action. Termination with cause can take place up until the filing
      of
      the Bank application and the Bank will be charged $25,000
      per month
      for
      services rendered. In the event of Bankmark’s release from this Agreement there
      is not exclusivity protection on the market. At the introduction to Zions (or
      a
      third party equal to) and a letter of intent at any point in the process joining
      the third party entity to the project the termination clause is null. At
“permission to organize” there are no other conditions for
      dismissal.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

    


    5. STAFFING
      REQUIREMENTS BY FMS/BANKMARK

    


    Overall
      project responsibility on behalf of Bankmark will be carried out by Dan Hudson
      (“DH”), Beth Anne Caldwell (“BA”), Project Supervisor (“PS”), and Project
      Manager(s) (“PM”). During the period of time prior to beginning the investment
      meetings, a senior associate for Bankmark (PM, PS, DH) will meet with the
      Organizers or Management Personnel a minimum of once every two weeks for a
      project briefing and update session. A client conference report will be provided
      to outline the project timeline, responsibilities and resource requirements
      for
      the upcoming two weeks and anticipated monthly scheduling or participation
      required of Bank personnel or the organizing group. It is estimated that a
      senior associate (DH, PS, or PM) will be on location a minimum of 3 days per
      week prior to the investment meetings beginning. The composition of Bankmark’s
      management team will be further defined upon project commencement.

    


    6.
      OTHER
      STAFFING REQUIREMENTS 

    


    All
      project employees will be made available by the Bank and will report directly
      to
      Bankmark’s PM. The employer of this staff will be a third-party national
      employment agency firm, which will be approved of by the Bank and provide the
      Bank with a price break for budgetary purposes. It will also ensure that all
      local and state employment laws and requirements will be met. Their work
      scheduling, daily job responsibilities, and if necessary, dismissal from the
      project, are the responsibility of Bankmark’s PM. Prior to any dismissal of a
      project employee, Bankmark will review the circumstances and conditions with
      the
      Bank concerning the employee and their recommendations, if any, for dismissal.
      In turn, Bankmark also recognizes the importance of congeniality between project
      staff and the Bank. Therefore, should conflict/tension between a specific
      project individual and the Bank arise, Bankmark encourages the Bank to
      immediately bring the situation to the attention of the PS or PM so that any
      necessary adjustments, employee-transfers, or even dismissal/termination be
      dealt with so that the flow/momentum of the project not be hindered. The
      determination of an hourly wage will be gauged and set by the PM based on the
      experience and skill necessary to perform their job responsibilities pursuant
      to
      the requirements of this Agreement. For example, regardless of policies
      established within the institution, Bankmark or the organization/group will
      not
      employ $8 per-hour, fast-food, entry-level personnel for positions which require
      data entry and sorting skills and/or meeting the public, i.e., a skill level
      of
      $12 - $14 an hour (or prevailing wage). However, all expenditures of this nature
      will be within the budget described above unless otherwise agreed to in writing
      by each party. 

    


    Bankmark
      understands that part-time/temporary staff positions with no immediately offered
      benefits do not always attract “top” people as prospective project employees.
      Therefore, Bankmark will always attempt to first “pull in” qualified personnel
      from other projects (whether in progress or recently completed) to staff a
      newly
      beginning project so that the level of experience and training are exemplary
      and
      consistent. A combination of experienced Bankmark personnel and new hires from
      the project’s immediate area equate to a well-balanced on-site team essential to
      the success of the project. 

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

    


    It
      is
      important to note that typical “Bank” employees that may work for the
      institution post-charter normally do not have the skill set necessary for the
      types of employees Bankmark must solicit and engage to successfully perform
      the
      duties as specified within the boundaries of this contract. From time to time,
      Bankmark may hire college or high school students, which could potentially
      be
      siblings of directors or others close to the project, but typically they are
      hired to perform what are considered “after-hours” or “summer-time” duties (See
“Part-Time RSVP Callers” below). Because
      of the skill set necessary for the success of this project, Bankmark and client
      agree that the policy not to hire directors’ relatives, friends, etc., is
      appropriate.  Hiring should be based on the skill set necessary to complete
      the job. 

    


    The
      staff’s payroll will be managed by the PM, a Bankmark person familiar with the
      firm that pays the employees. Invoices are processed through Bankmark’s Payroll
      Manager, approved by the PM and presented to the client. The client must pay
      for
      these outside services net 15 days of presentation.

    


    Part-time
      RSVP Callers: Telephone
      calls to invite critical leads, close friends and personal business relations
      are best made by the Organizer. However, based on the fact that there are other
      time commitments by the Organizers, it may be necessary from time to time to
      employ RSVP callers. These are hourly employees used only during the events
      phase and not continuously. If it is necessary to employ these individuals,
      a
      budget will have to be established. This should only be a back-up
      contingency.

    


    7. FACILITY
      REQUIREMENTS

    


    The
      Bank
      must provide a working location to support a full time staff of 4-6: one senior
      associate, one PM and part-time people. It should comfortably sustain four
      desks
      and the necessary number of working tables and chairs for processing the events
      material. (900-1,500 square feet exclusive). The facility shall be secured
      and
      well-lighted for access 24/7. Unless otherwise noted by memo or addendum, the
      computer equipment that is supplied is the property of Bankmark. Bankmark and
      its personnel will not be restricted in any manner from access to its equipment
      or otherwise.

    


    8. MISCELLANEOUS
      EQUIPMENT & SUPPLIES

    


    The
      PM
      and support staff must have access to a minimum of six (6) phone lines which
      are
      not too heavily used by other Bank operational needs, plus one dedicated high
      speed data line (DSL/Cable modem) and one dedicated fax line. The staff must
      also be provided with a designated fax machine and copier, which are needed
      for
      reports required to keep Organizers and Bank management updated with current
      potential shareholder names and event schedules. There is also a significant
      amount of copying required in the database management and the reporting
      function. The project also requires a varying amount of office supplies: pens,
      pads of paper, computer paper, etc., which will be ordered by the PM through
      the
      Bank's supplier. There are monthly phone charges for sending data via modem
      between Bankmark’s data center and the Bank’s onsite computer systems. These
      line charges will be billed monthly with copies of the charges from the phone
      bill. There will be monthly charges for Fed Ex/UPS regarding overnight shipping
      of data entry work, lists or supplies.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

    


    8.1.

    


    The
      procurement of supplies to maintain the project’s readiness will be maintained
      by the PM. The Bank will establish a business account with Office Depot, Office
      Max, Staples or an equivalent. When supplies are needed, the PM will put
      together a supply request form to be approved by the Bank. Upon approval by
      the
      Bank, the PM will procure the materials and maintain an inventory for the
      project.

    


    9. CONFIDENTIALITY
      OF INFORMATION

    


    Without
      the prior consent of the Bank, Bankmark shall keep confidential and shall not
      disclose to any third party any of the database or project files or any
      financial or other information relating to the Bank, which is not already within
      the public domain. From
      time
      to time during the “events” phase of the project, Financial Marketing/Bankmark
      may invite guests to observe an event. These guests may be other consultants
      or
      bank directors and officers from another bank. The Bank will not unreasonably
      restrict Bankmark in allowing its guests to attend and observe the process.
      If
      the prospective guest(s) are from the
      Denver,
      CO area
      of
      the United States, Bankmark will inform the client. The client and Bankmark
      will
      then select a meeting in which these local guests may attend.

    


    10. RESPONSIBILITY
      AND ACCOUNTABILITY

    


    To
      assure
      fulfillment of the requirements within this Agreement, the Bank and/or
      Organizers of the Bank will designate one individual to
      work
      directly with Bankmark in the management and implementation of this Agreement.
      The contact person is James
      Foster.

    


    11. ACCESS
      TO MATERIALS NECESSARY TO FILL THE TERMS OF AGREEMENT

    


    The
      Bank
      will supply Bankmark with necessary copies of documents for handout during
      the
      investment meeting presentation and development of the director training
      materials, i.e., the FDIC application, the state application, business plans,
      strategic plans, etc.

    


    OTHER
      COVENANTS PROVIDED BY CLIENT 12 - 22

    


    Bankmark
      hereby warrants and represents that Bankmark shall:

    


    12

    


    On
      a best
      efforts basis, with client adherence to the terms and recommendations, work
      diligently to implement all items discussed herein.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

    


    12.1

    


    Not
      assume or create any obligation for, or on behalf of, or in the name of, or
      in
      any way bind, the Bank except as expressly provided by this
      Agreement.

    


    12.2

    


    Engage
      in
      no conduct in the performance of this Agreement that reflects unfavorably on
      the
      Bank. 

    


    12.3

    


    Agree
      to
      defend, indemnify and hold harmless the Bank and each of its Organizers, and
      their successors and assigns, from and against any and all liability, damages,
      fees, including reasonable attorneys’ fees, and expenses whatsoever, resulting,
      directly or indirectly, from any claim or demand of any kind or nature,
      resulting from the wrongful actions, negligence, errors, omissions or
      misstatements of Bankmark, its officers, directors, employees, agents or
      contractors in connection with Bankmark’s performance of its obligations under
      this Agreement; provided, however, that Bankmark shall not be liable under
      this
      section for the wrongful actions, negligence, errors, omissions or misstatements
      of Bank, its Organizers, employees, agents or contractors. This indemnification
      shall survive the expiration or earlier termination of this
      Agreement.

    


    12.4

    


    Defend,
      indemnify, and hold harmless the Bank from any and all liability, claims,
      demands, suits, costs, charges, and expenses, including, without limitation,
      attorney’s fees incident to any claim, loss, damage, or injury to the person or
      property of Bankmark and Bankmark’s agents, employees and/or contractors, or to
      the person or property of anyone injured through the acts or omissions of
      Bankmark or of agents employees, or other persons acting on Bankmark’s behalf;
      except for other firms or employees contracted directly with the Bank or
      Organizers.

    


    12.5

    


    Bankmark
      warrants and represents that it has the necessary personnel, experience,
      expertise and ability to successfully organize, implement and promote the Bank
      in accordance with the budget.

    


    13.
      OWNERSHIP
      OF MATERIALS

    


    Rights
      of
      ownership and reproduction of materials supplied by Bankmark remain solely
      with
      Bankmark. This includes proprietary methods, training materials, handouts and
      evaluation tools used during the implementation of this Agreement. Any materials
      developed specifically for the Bank, i.e., logos, corporate identity package,
      signage, etc. belong to the Bank when all monies owed as a result of this work
      have been paid by the Bank as prescribed within this Agreement. Any other work
      which may be developed for the Bank, such as promotional materials, etc.,
      ownership licensing rights or rights of reproduction, will be outlined and
      agreed to by each party before said work begins or is produced. Any creative
      materials which are developed by Bankmark or any subsidiary group (Financial
      Marketing Services, ebankmarketing.com, etc.) or any of the firms’ affiliate
      websites may depict any and all of these materials produced and a narrative
      of
      the project’s objectives and accomplishments as part of a “print” or “on-line
      digital” portfolio and may include (but are not limited to) marketing materials,
      graphics, and websites.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

    


    13.1.
      BANKMARK
      COPYRIGHTS & PATENTS

    


    During
      the course of the consulting engagement, Bankmark will, as part of its
      responsibility, make available or provide materials to the Organizers, directors
      and management team. These materials are only for the specific purpose of
      managing, tracking, education and training. They are not to be copied or
      distributed outside the immediate group of Organizers, directors, management
      and
      staff. These materials are for internal use only. Should they be mistakenly
      used
      during the capital acquisition phase of the engagement, the project members
      of
      the group could be put at risk. These educational materials are for the sole
      purpose of training and may not be used for sales or solicitation of prospective
      shareholders. These materials and the process they represent are proprietary
      to
      Bankmark and are protected by copyrights.

    


    The
      database application program is owned by Bankmark. In the case of a de novo
      bank
      whose current staff possesses the skills and talents to copy, modify, change
      or
      duplicate the application program, the Bank directors and management must assure
      Bankmark that no efforts by said staff will occur.

    


    At
      no
      time while Bankmark is actively engaged in the project or upon its completion
      will the software application program be modified, duplicated, copied or changed
      without our prior written approval.

    


    The
      lists, rosters, critical leads, or any materials supplied to Bankmark for the
      development of the database is the property of the group and or individual
      who
      provided the materials. Upon completion by the staff of use of this material
      it
      will be returned to the individual whom it belongs. The completed database
      will
      become the property of the Bank upon completion of the project and fulfillment
      of the terms specified in this Agreement.

    


    14.
      NONCOMPETE

    


    Bankmark
      is currently working and meeting with other organizing groups in other areas
      of
      the United States and it is not our practice to provide non compete covenants
      during organization, as groups can end their organizing efforts at anytime
      by
      electing not to finish the project. Bankmark does allow that we will
      not
      seek out new bank business in the following areas: 

    
      	 	
              ·

            	
              Hispanic
                Bank in the zip codes defining the Denver MSA. Exclusivity is determined
                by the zips the bank is chartered in. No other zips.
                

            


    

    for
      the
      duration of this de novo bank project. However, should the Bank upon opening
      use
      Bankmark to provide marketing programs and services, a limited non compete
      agreement can be developed pertaining to the Bank’s immediate marketing
      area.

    


    15.
      ASSIGNMENT

    


    Except
      as
      provided herein, this Agreement or any rights or obligations hereunder may
      not
      be assigned by either party without the prior written consent of the other
      party.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

    


    16.
      SURVIVAL

    


    Paragraphs
      9, 12, 13 and 14 shall survive the expiration or termination of this
      Agreement.

    


    17.
      AMENDMENTS

    


    This
      Agreement may be modified in writing only, and cannot be changed
      orally.

    


    18.
      COMPLETE
      AGREEMENT

    


    This
      contract is the entire and only Agreement between the parties. The contract
      replaces and amends any previous agreements between the parties. This contract
      can only be changed by agreement in writing signed by both parties.


    


    19.
      PARTIES
      LIABLE

    


    This
      contract is binding upon all parties who sign it and all who succeed to their
      rights and responsibilities. 

    


    20.
      NOTICES

    


    All
      notices under this contract must be in writing. The notices must be delivered
      personally or mailed by certified mail, return receipt requested or Fed-Ex/UPS
      Next day to the other party at the address written in this contract, or to
      that
      party’s attorney.

    


    21.
      CHOICE
      OF LAW

    


    The
      terms
      of this contract shall be interpreted under the laws of the state in which
      the
      Application is filed. 

    


    22.
      SEVERABILITY

    


    If
      one or
      more of the provisions of this contract are deemed invalid or illegal the
      remainder of the contract shall survive.

    


    23.
      ADDITIONAL
      TERMS OF THE CONSULTING AGREEMENT

    


    
      	§	
              Bankmark
                shall be available to meet with any regulatory agencies or the Bank’s
                attorney as needed to effectively implement the requirements of this
                Agreement.

            


    

    


    
      	§	
              Upon
                completion of the public offering, Bankmark will provide a written
                action
                report on issues concerning the de novo bank in the areas of product
                development, delivery systems, and topical marketing needs based
                on
                current trends experienced during the campaign. This written report
                will
                be followed by an oral presentation by Hudson & Steiner to the Board
                of Directors. This is not to be confused with a marketing plan but
                rather
                a report on issues and
                recommendations.

            


    

     

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
      	§	
              The
                parties agree that the Bank or Bankmark may require that any controversy
                or claim arising out of or relating to this Agreement, or the breach
                thereof, will be settled by arbitration in accordance with the Rules
                of the American Arbitration Association
                in
                effect at the time that the controversy or claim arises, and judgment
                upon
                the award rendered by the arbitrator may be entered in any court
                having
                jurisdiction thereof. The forum for any such arbitration proceeding
                shall
                be at the local office of the Judicial Arbitration Mediation Service
                nearest to the headquarters of the
                Bank.

            


    

    


    
      	§	
              Should
                any legal action or arbitration proceeding be brought in connection
                with
                any provisions of this Agreement, or to collect damages for either
                the
                breach of any term of this Agreement or false representation or warranty
                given in connection with this Agreement, the prevailing party shall
                be
                entitled to recover all reasonable attorney fees, and costs and expenses
                actually incurred in such action or
                proceeding.

            


    

    


    
      	§	
              Significant
                suppliers of goods or services shall be approved jointly by Bankmark
                and
                the Bank to assure the greatest possible success. If the Bank requires
                the
                specific use of a supplier, the Bank will assume all responsibilities
                for
                delivery of those specific goods and services, and any delays or
                problems
                caused by use of said supplier. Bankmark’s purchasing strengths due to its
                long term relationship with many suppliers provides clients with
                the
                advantage of special pricing, i.e. reduced fees, or better terms,
                i.e.
                delayed partial payment until release of funds from the impound account.
                While all contracts negotiated with any provider of goods or services
                and
                approved by the client, any firms or individuals that are providers
                of
                these services on an ongoing basis for Bankmark are managed by Bankmark
                with oversight by the Organizers during the term of the engagement.
                It is
                this leverage and tie to responsibility that allow Bankmark to procure
                and
                expedite service to its clients. Bankmark shall not accept any gratuity,
                rebate, fee, non-cash trade, commission or any other direct or indirect
                accommodation as it pertains to providers of goods or services used
                to
                implement the work as prescribed herein. Bankmark maintains an ongoing
                marketing relationship which may include fee for referrals, shared
                marketing and promotional costs for workshops and seminars with,
                but not
                limited to, the following firms: 1) Foster, Pepper & Shefelman PLLC,
                2) Jenkens & Gilchrist, 3) TIB, 4) Steiner & Associates, 5) WIB,
                6) Goodwin & Procter, 7) Powell, Goldstein, Frazer & Murphy, 8)
                Intercept, Inc., 9) Phoenix Software, 10) RLR Management, Inc. Should
                the
                Bank elect to engage the services of any of these professional
                organizations, it is the responsibility of the Bank to conduct its
                own
                thorough evaluation of the services to be
                provided.

            


    

    


    
      	§	
              Speaker
                honorariums and travel expenses can become very costly. It is Bankmark’s
                intent to provide the best resource to accomplish this task. To have
                a
                celebrity speaker for each function of the estimated 65+ functions
                would
                be cost prohibitive. When applicable, Bankmark will use bank directors
                from other institutions, industry observers, and in many cases, Robert
                Steiner. Mr. Steiner’s relationship as a speaker is separate from that of
                services provided directly by Bankmark. As a speaker, Mr. Steiner
                is paid
                by the Bank from the estimated budget for speaker honorariums or
                any other
                individual designated by Bankmark as appropriate. Because speakers
                must
                set aside the time to meet the requirements of the scheduled meetings,
                if
                for any reason the meetings are canceled, they are paid accordingly.
                If
                canceled within 48 hours notice, 50% of the speaker honorarium is
                due. If
                canceled 24 hours prior to the meeting, the entire fee is
                due.

            


    

     

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    
      	§	
              Let
                it be understood that Bankmark does not participate directly or indirectly
                in any sales transaction between the Bank and prospective shareholders,
                nor will it solicit subscription agreements or collect monies for
                prospective shareholders in connection with such activity. Bankmark
                is not
                an agent for the de novo bank, and does not make representations
                as an
                agent or otherwise for the Bank. The Bank agrees to indemnify and
                hold
                harmless Bankmark from and against any and all damages, loss, cost
                expense, obligation, claim or liability, including but not limited
                to
                attorney fees and expenses, arising as a result of the Bank making
                said
                offering.

            


    

    


    
      	§	
              The
                scope, nature and details of the consulting services provided by
                Bankmark,
                as well as the identity and background of the parties Bankmark introduces
                to the Bank, will not be divulged to anyone other than those directly
                representing the parties to the transaction and unless otherwise
                required
                by applicable law.

            


    

    


    
      	§	
              During
                the term of this Agreement, should Dan Hudson/Bankmark become
                incapacitated and unable to direct this project in any manner, Robert
                Steiner will complete the project as prescribed herein and the Bank
                will
                pay to Mr. Steiner any forthcoming payments. Notification to enact
                this
                specific condition of the Agreement will be in writing by Mr. Hudson
                or
                his estate representative for Bankmark. If the Bank does not elect
                to have
                Mr. Steiner complete the project, all monies owed Bankmark are still
                due
                and payable as prescribed herein.

            


    

    


    
      	§	
              Bankmark
                works for and at the sole discretion of the Board of Directors. If,
                at any
                time, Bankmark believes the group needs to receive information or
                be
                informed of any detail affecting the project, Bankmark will not be
                denied
                access to the group in any manner.

            


    

    


    The
      parties have executed this Agreement to be effective as of March 21,
      2005.

    


    
      	
              Bankmark

            	 	
              Patria
                Corporation

            
	 	 	 
	 	 	 
	
              /s/
                Dan Hudson

            	 	
              /s/
                James Foster

            
	
              Dan
                Hudson, Owner

            	 	
              James,
                Foster Bank Representative

            


    

     

    
 

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

    
      Bankmark

    

    
      
        
          

        

      

      5015
        Addison Circle, BOX 511  ̈ Addison,
        TX  75001

      


    

    ADDENDUM

     

    This
      Addendum is attached and made part of that certain Consulting Agreement by
      and
      between Bankmark and Patria
      Corporation
      (“Bank”) dated March 15, 2005.

     

     

    OUTLINE
      PROJECT CAPITALIZATION PROCESS

     

    
      	A.	
              Strategic
                Capitalization Plan, 

            


    

    


    
      	B.	
              Public
                Relations, 

            


    

    


    
      	C.	
              Events
                Management and Speaker Coordination,


            


    

    


    
      	
              D.

            	
              Director/Senior
                Management Training on How to Present the Independent Bank as an
                Investment Opportunity, 

            


    

    


    
      	
              E.

            	
              Shareholder
                Database Management and Computer Equipment,


            


    

    


    
      	
              F.
                

            	
              Consultation
                regarding the development of marketing communication materials,
                

            


    

    


    
      	
              G.

            	
              Written
                opinions, observations, and oral presentations on strategic issues
                concerning the Bank will presented during the engagement period.
                A
                marketing opinion paper will be presented to Directors and Senior
                Management at the conclusion of the campaign.


            


    

     

    A.    STRATEGIC
      CAPITALIZATION PLAN 

     

    The
      success of any capitalization effort is the strategic plan which, when
      developed, is built on the realistic abilities of each Director's strengths,
      weaknesses, opportunities and threats. This plan is developed only after a
      series of personal interviews with each Director. 

     

    The
      elements of each Director interview is quantified, weighted and formulated
      in a
      matrix format. This allows Bankmark to develop a capitalization plan based
      upon
      the expected, collective contributions of the Director Group and Senior Bank
      Management. It allows for the optimization of each individual's effectiveness
      based on their available time, sphere of influence, sales abilities and other
      critical factors. 

     

    The
      capitalization plan is designed to meet the Bank's required capital needs in
      increments, based on how focused Management and the Director Group is and how
      quickly they wish to proceed. The group will have an opportunity to contribute
      its input before the plan is finalized. During the development of the
      capitalization plan, Bankmark will meet with the Bank's Management every thirty
      (30) days (or as needed) to review Bankmark's progress, share any concerns,
      or
      discuss possible requests for assistance the Bank and Organizers of the de
      novo
      bank may have. Within a reasonable time from the start date of the Consulting
      Agreement, Bankmark will submit to the Organizers a written report of its
      assessment of the organizing group and where it sees the de novo bank within
      its
      marketplace at
      least
      thirty
      (30) days prior to the capital acquisition program. This report will also
      include a detailed strategic capitalization plant with a proposed events
      calendar. It should be noted that change might occur in the plan based on input
      from Bank Management, the approval of the offering and its anticipated effective
      date. Upon the final review by Bank Management and the incorporation of any
      changes, Bankmark will present the capitalization plan during the Director
      and
      Senior Management Training Session.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    Monthly
      project review and assessment by Bankmark and a representative of the Board
      of
      Directors is important to assure the ongoing success of the capitalization
      program. This forum will allow Bankmark to review with the Banks
      representative's issues or concerns regarding the performance of key individuals
      and the program's effectiveness and efficiency according to the project
      timeline. This review process is most critical during the events phase of the
      program. This forum allows the Organizers the opportunity to critique Bankmark's
      performance and make recommendations for change or request additional
      assistance. During this review session, the Directors and Bankmark can openly
      review in confidence the efficiency reports provided by Bankmark (see
      Section C, Monitoring
      the Events Performance).
      This
      review process assures the Bank the opportunity for direct input and hands-on
      participation in the effective completion of the capitalization program.
      Conversely, Bankmark can, at these meetings, also present requests for any
      additional resource allocation the project may require. 

     

    B.    AVAILABLE
      PUBLIC RELATIONS OPPORTUNITIES 

     

    
      	•	
              Newspapers,
                

            


    

    
      	•	
              Local
                Financial TV news, 

            


    

    
      	•	
              Professional
                and public service organizations to which Directors belong,
                

            


    

    
      	•	
              Scheduled
                events, 

            


    

    
      	•	
              Materials
                published by the Bank, 

            


    

    
      	
              •
                

            	
              Any
                other communications vehicle, which is in regulatory compliance during
                the
                capitalization phase. 

            


    

     

    Public
      relations are critical to the success of any capital acquisition campaign.
      Using
      the local media to increase public awareness of the Bank's future plans, its
      Management, the business and economic outlook, and other information will
      position the Bank and entrance its community image. Bankmark's public relations
      activities will not unreasonably be restricted by Bank Management or the Board
      of Directors in any manner. 

     

    No
      single
      media vehicle is completely effective in telling the Bank's story. An integrated
      and balanced approach must be used. A considerable increase in the level of
      public awareness needs to occur within both the public and professional spheres
      of influence of the Bank. This must all be in place before the events process
      begins. 

     

    Bankmark
      designs, manages, and facilitates (as outlined on pg.3, Section 2) this
      integration process subject to the approval of the Bank (the direct costs of
      any
      artwork or printing are separate items). A review of the public relations
      materials enclosed in Bankmark's initial capabilities presentation will
      illustrate to Management how scheduled events, coupled with the public relations
      function, enhance the public's awareness of the investment opportunity. Any
      public relations material developed by Bankmark on behalf of` the Bank is not
      released until Bank Management has reviewed and approved it. A member of Senior
      Management is present at all meetings, which Bankmark may schedule between
      the
      Bank and area newspapers, publications and other media. The Bank and Bankmark
      agree to work jointly on all public relations efforts.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    C-1.    EVENTS
      MANAGEMENT AND SPEAKER COORDINATION 

     

    Bankmark's
      proven formula for success enables the Director Group to present the investment
      opportunity to qualified individuals through a series of hosted events. Each
      event features a financial expert who addresses the investment opportunity
      in
      several ways. In the case of the Bank, there must be a concerted effort to
      reach
      the required capital level in the shortest period of time possible. Bankmark
      is
      responsible for scheduling and managing the financial industry experts and
      providing the PM. 

     

    Events
      Process Management.    Bankmark's
      proven strategy for capital acquisition includes the manner by
      which
      each
      prospective investor is invited to, and processed during, the events phase
      of
      the campaign. Invitation processing, facilities management, greeting guests,
      presenting the investment opportunity, and coordination of guest speakers are
      managed solely by Bankmark. This process is explained thoroughly during the
      Director and staff training modules. All local customs and/or community
      traditions are respected and incorporated into the process. However, Bankmark
      upon concurrence of the Bank, determines the final components and sequence
      of
      events during the stock sale campaign. This includes the use of outside industry
      observers/speakers. This component of the Bankmark process cannot be changed
      without full agreement, in writing, by Bankmark (The organizers and directors
      are restricted as to what they can and cannot say during the offering period).
      

     

    To
      provide assurance that the project proceeds in a timely manner and the client
      has a record of important elements affecting the project, a weekly status report
      log is
      maintained by Bankmark. Copies of the log are presented weekly by the PM to
      the
      Bank's designated Client Resource Manager. This report gives a detailed
      breakdown of all part-time employees, their hours and costs, any increases
      or
      changes made in the database and personnel scheduling during the events phase.
      This enables the Client Resource Manager to approve the previous week's staff
      allocations, schedule their personnel for the corning week and make any
      necessary adjustments. 

     

    Monitoring
      the Events Performance.    Upon
      completion of each weeks events, a thank-you letter is sent to each attendee.
      Accompanying the letter is an attendee- questionnaire. This allows Bankmark
      to
      measure all aspects of the events process, especially the follow-up phone calls.
      Each week during the events process, Bankmark provides Management with an
      event-by-event synopsis table. This table tracks elements such as the ratios
      of
      RSVP's to Shows and Mailed to Shows, etc. These timely monitoring tools keep
      Management and Bankmark apprised of all aspects of the events process.


     

    C-2.    PUBLIC
      AND PROMOTIONAL EVENTS 

     

    In
      addition to the standard investment opportunity meetings, breakfast, lunch
      and
      evening refreshments, and hors d'oeuvres, the project may require the
      development of public and promotional events. These public and promotional
      events are usually hosted by the Bank to attract specific target market
      segments, for example:

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    A.    Physicians—flow
      to make money in a managed care environment 

    B.    Small
      Business Professionals—Getting your Banker to say "Yes" 

    
      	
              C.
                

            	
              Or
                events targeted to women, minorities, special interest groups, or
                any
                market segment necessary to attract investors


            


    

    D.    Wealth
      Building and/or Financial Planning 

    E.    The
      State
      of the Economy and Your Business 

    It
      is not
      possible to determine now at the inception of this working Agreement what type
      of public and promotional event(s) may be necessary or how many
      public
      and promotional events will be needed. If these types of events are determined
      to be necessary during the development of the Capital Acquisition Program
      strategy or later, during its implementation, Bankmark will meet with Bank
      Management to discuss the recommendations and develop a budget accordingly.
      The
      public and promotional events have been essential during Bankmark's last four
      projects to raise significant awareness regarding the:

    a)    offering
      circular 

    b)    help
      close the offering circular by creating a sense of urgency 

    c)    creating
      greater visibility with businesses and professionals 

     

    C-3.    GUEST
      SPEAKER/INDUSTRY EXPERT 

     

    This
      working Agreement provides for the requirement of industry experts to be present
      during the Bank's hosted or sponsored investment opportunity meetings. In
      planning for the estimated 85 meetings, Bankmark (Hudson, Steiner, Hyzdu) may
      function as the industry experts. The speaker honorarium fee is $450 per
      investment meeting with a minimum of two meetings on a scheduled event day.
      To
      provide the Bank with the best possible coverage for presentation, Bankmark
      will, in addition to the scheduled investment opportunity meetings, allow the
      Bank to schedule and facilitate Speaker Days.
      Within the two event-minimum day, the Bank may also schedule a round table
      discussion with six to nine guests or one-on-one meetings with Founders or
      significant investors. Within a Speaker Day, a schedule could be two standard
      investment meetings, lunch-evening, to include a breakfast round table with
      two
      one-on-one meetings, or a total of five (5) meetings during the day.


     

    D.    DIRECTOR,
      MANAGEMENT AND STAFF TRAINING 

     

    Bankmark
      conducts a series of Director interactive workshops for Organizers and Senior
      Management, and two Management Workshops (see Exhibit). The objective of this
      workshop is to assure that each participant involved in the Capital Acquisition
      Campaign has current information on the industry in general and the performance
      of independent banks in particular. This data is consistent with the information
      presented at the investment meetings. Workshops are conducted at a mutually
      acceptable time prior to the offering effective date. These workshops take
      place
      during work hours, evenings and at least one weekend. It is imperative that
      those involved in the selling process be required
      to
      attend all training and sales meetings. If, after the completion of these
      workshops, one or two individuals require additional training, Bankmark provides
      for that. Notice for the workshop series is given three weeks in advance of
      the
      date scheduled. Any make-up session is conducted by Bob Steiner for a fee of
      $2000 and paid at the release of funds from the impound account.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    Sales
      meetings arc very important in order to evaluate each team member's progress,
      to
      discuss common issues or concerns and to allow Bankmark to monitor the group's
      weekly follow-up. These meetings are mandatory and the Bank supports this
      schedule and allows sales team members to attend (see attached). Exhibit #1.
      

     

    E.    DATABASE
      MANAGEMENT AND COMPUTER EQUIPMENT 

     

    Each
      Director provides the names of key contacts for potential shareholders, A rule
      of thumb is that for every million dollars of capital needed, the Bank needs
      1500 qualified names, which later become the Banks base for business development
      activity. Bankmark works with each Organizer and member of-Bank
      Management to develop a database sufficient to meet the capital requirements.
      The Bank must provide sufficient physical space to accommodate the tactical
      support staff,: computers and phones as well as necessary parking in a safe
      area
      for all staff. 

     

    Database
      Ownership:    Bankmark
      develops and manages the database with text files in Microsoft Access 2000.
      Upon
      completion of the capitalization project, the Bank-
      may
      purchase MS Access (from any supplier) and Bankmark will transfer the data
      files
      to the Bank's computer upon final receipt
      of all
      monies owed on the contract; addendum, or extensions. If Bankmark changes the
      database applications software during the capital campaign, the Bank may be
      required to buy, from a computer supplier of their choice, a single-user version
      of the new software. Upon receipt of final payment for the contract, Bankmark
      will install its customized applications on the Bank's system only in the event
      that the Bank has provided the required
      software to complete the
      conversion. During the duration of the project, Bankmark will instruct one
      individual from the Bank; on how to access and retrieve data from the Bank's
      files. This individual will be provided the security access code for the Bank's
      files. No other Bank individual will have direct access to tits: files during
      the stock sale campaign. This will insure that there will be little chance
      of
      contaminating or dancing the files. The Bank will be provided a "How-To Guide"
      in the capabilities of their new database at the end of the project.


     

    The
      parties have executed this Addendum to be effective as of March 15, 2005 (the
      "Start Date"). 

     

    
      	
              Bankmark

            	
               

            	
              Patria
                Corporation

            
	
               

              /s/
                DAN HUDSON

            	
               

               

            	
               

              /s/
                JAMES FOSTER

            
	
              Dan
                Hudson, Owner

            	
               

            	
              James
                Foster, Bank
                Representative

            


    

     

    
 

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    Exhibit
      #1

    The
      Director's Pack

    A
      Series of interactive workshops

    Facilitated
      by Bankmark

     

    Bankmark
      is committed to preparing its clients to best formulate and implement the
      strategies and actions which will ensure that the resources of the organizers
      of
      de novo banks are expended in the most efficient and cost effective fashion.
      To
      that end, as part of Bankmark's Capital Acquisition Program, we have developed
      a
      series of workshops which prepares the proposed Organizer/Director/Management
      to
      deal effectively with not only the placement of stock but the critical issues
      and skills required to carry out their duties and responsibilities are
      representatives of their shareholders and depositors. 

     

    The
      series is designed to, raise the participant's awareness and guide, educate
      and
      expose them to the critical skills and competencies necessary to not only
      successfully place the stock but to make sound decisions and lead the bank
      to
      profitability after it opens. Below is a brief description of each workshop.
      

     

    wDirector
      Orientation:    (Workshop
      #267-DO)
      this
      series of five workshops are designed to prepare the Organizers and officers
      on
      how to most effectively participate in the Capital Acquisition campaign. During
      these sessions, we set the tone of the campaign and define the stock placement
      methodology. The program is designed to enable the participant to become
      comfortable with the tools available to them and to anticipate the prospective
      shareholders questions and move comfortably to close the sale. The content
      is
      designed so that the "non-salesperson" will quickly reach a level of comfort
      when discussing the bank's investment opportunity. The length of each session
      is
      approximately 4-6 hours and scheduled at the convenience of the client.


     

    Session
      #1—The Basics 

    •    Sponsors,
      criteria, profile and locations for an investment meeting 

    •    The
      anatomy of a typical investment meeting 

    •    An
      overview of the banking industry in the State 

    •    Current
      trends in community banking 

    •    Selected
      operating data of solid performing community banks 

    


    Session
      #2—The Nitty-Gritty 

    •    Developing
      a common language 

    •    Reaching
      consensus on the approach to industry and local issues 

    •    Commonly
      asked questions (and the effective responses) 

    •    Overcoming
      objections to the sale 

     

    Session
      #3—Closing Techniques (2-3
      weeks into the campaign) 

    
      	 	
              •
                

            	
              Progress
                review and table exercises designed to share experiences and help
                each
                organizer to better present and interact with prospective shareholders
                and
                close the sale 

            


    

     

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    Session
      #4—Make up Session 

    
      	 	
              •
                

            	
              For
                those who may have missed a previous workshop or for those who what
                a
                "refresher". 

            


    

     

    Session
      #5—The Partner Session 

    
      	 	
              •

            	
              A
                special session for the organizer's "partner", (husband, wife, or
                significant other). The organizer's "partner" may well be involved
                in
                hosting an investment meeting, developing lists of potential attendees,
                etc. For those who may not be directly involved, at the very least
                they
                will be effected somewhat by the Organizer's time commitment during
                the
                stock sale. Therefore, it helps them to have some understanding of
                the
                commitment, process and implications pf the capital campaign (attendance
                is optional and usually centered around a lunch). It is approximately
                2 hours in length. 

            


    

    


    wDirector
      101:    (Workshop
      #303)
      designed
      for the proposed director who has not previously been involved in guiding the
      destiny of a financial institution. This is an overview utilizing workbooks,
      supporting documents and regulatory guidelines, which enables the director
      to
      prepare for the duties and responsibilities they have accepted. The length
      of
      the session is approximately 4-6 hours. 

    The
      critical issues covered: 

    
      	 	
              •
                

            	
              Understanding
                the operating environment 

            


    

    
      	 	
              •
                

            	
              Working
                with the regulators 

            


    

    
      	 	
              •
                

            	
              Working
                with and retaining quality management


            


    

    
      	 	
              •
                

            	
              Monitoring
                operations 

            


    

    
      	 	
              •
                

            	
              Operational
                "Red Flags" 

            


    

    
      	 	
              •
                

            	
              Committee
                assignments 

            


    

    
      	 	
              •
                

            	
              Understanding
                the regulatory "Alphabet" 

            


    

    
      	 	
              •
                

            	
              Serving
                the community needs (CRA) 

            


    

    
      	 	
              •
                

            	
              Continuing
                director education 

            


    

    


    wCare
      and Feeding of Your Directors:    (Workshop
      #313)
      designed
      for the officers and senior staff to help them deal effectively with the
      organizing group both during the organizational phase as well as after the
      bank
      opens. For those who have been previously involved with a community bank board,
      this serves as a review. For those who have not, it is basic training for better
      understanding the motivations and mind-set of the type of individuals who are
      typically the driving force behind a new bank. This is an exercise in developing
      the most effective way to deal with your directors on a day to day basis. Length
      of this session is approximately 3-4 hours. 

    The
      core
      topics: 

    
      	 	
              •
                

            	
              Whose
                bank is this anyway? 

            


    

    
      	 	
              •
                

            	
              Two
                different worlds 

            


    

    
      	 	
              •
                

            	
              Is
                there really a common vision? 

            


    

    
      	 	
              •
                

            	
              What
                do they bring to the table? 

            


    

    
      	 	
              •
                

            	
              What
                do I bring to the table? 

            


    

    
      	 	
              •
                

            	
              Is
                director education good or evil? 

            


    

    
      	 	
              •
                

            	
              The
                whole should be greater than the sum of the parts
                

            


    

     

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    wThe
      Service Imperative:    (Workshop
      #156-SI[?])
      designed
      to focus the group's attention on the specific reality of delivering quality
      service. So much is said about the promise of quality service, yet service
      does
      not develop in a vacuum. Through a series of group exercises, the organizers
      and
      officers look beyond
      mere words and labels to reach consensus regarding the specific
      standards and guidelines necessary to actually deliver
      on the
      service promise. The length of this session is approximately 5-6 hours.
      Major topics: 

    
      	 	
              •

            	
              What
                does the customer what? 

            


    

    
      	 	
              •
                

            	
              What
                does the customer need? 

            


    

    
      	 	
              •
                

            	
              What
                are the barriers that must be overcome?


            


    

    
      	 	
              •
                

            	
              What
                are the solutions that must be implemented?


            


    

    
      	 	
              •
                

            	
              Reaching
                consensus 

            


    

    
      	 	
              •
                

            	
              Gathering
                and applying demographic and psychographic data


            


    

    
      	 	
              •
                

            	
              Developing
                the marching orders 

            


    

    


    wDeveloping
      the Brand Identity:    (Workshop
      #201-M)

    This
      six-hour workshop is designed to work through the process of naming the Bank
      and
      developing the Bank’s identity. We will take the participants through the
      fundamental and principals associated with developing and defining the brand.
      This workshop also covers the complexities of financial services marketing,
      and
      the importance of building a culture within the organization. The central issues
      in this workshop are:

    
      	 	
              •
                

            	
              What’s
                in a name; AKA the naming process

            


    

    
      	 	
              •
                

            	
              How
                to define the brand and build brand culture into the
                bank

            


    

    
      	 	
              •
                

            	
              How
                to best understand and define who we
                are

            


    

    
      	 	
              •
                

            	
              When
                is local too hokey; it is a national product...financial
                services

            


    

    
      	 	
              •
                

            	
              Conducting
                a competitive analysis

            


    

    
      	 	
              •
                

            	
              Famous
                brands: how they develop over time (i.e. Nike, Apple, Krispy Kreme,
                Harley
                Davidson, GE)

            


    

    
      	 	
              •
                

            	
              The
                Brand extends beyond the Logo

            


    

    
      	 	
              •
                

            	
              Where
                community banks miss the mark in
                branding

            


    

    
      	 	
              •
                

            	
              Marketing
                Advertising Branding...which one is it
                anyway?

            


    

    


    wStrategic
      Focus:    (Workshop
      #145-SF) [Optional]
      designed
      as the precursor to the development of a comprehensive strategic operating
      plan.
      This workshop takes the group through an overview of the critical components
      of
      a strategic plan. The group's regulatory application is used as a basis for
      formulating the level of strategic thinking necessary to move the organization
      from the speculative/formative stage to the implementation/realization stage.
      This is a focus on the "how", rather than the "what" of an effective set of
      marching orders. In addition, through a series of table exercises and group
      discussions, the group reaches consensus on the importance of the critical
      issues that will successfully drive the bank. The length of this session is
      approximately 6 hours. 

    Central
      Issues: 

    
      	 	
              •
                

            	
              The
                group's core values 

            


    

    
      	 	
              •
                

            	
              The
                group's vision 

            


    

    
      	 	
              •
                

            	
              The
                Mission statement 

            


    

    
      	 	
              •
                

            	
              How
                to define goals and objectives 

            


    

    
      	 	
              •
                

            	
              The
                Board's expectations 

            


    

    
      	 	
              •
                

            	
              Management's
                expectations 

            


    

     

     

    
      
        
        

      

      -23-