EXHIBIT
      10.2

    Bankmark

      
        

      

    

    5015
      Addison Circle, BOX 511  ̈ Addison,
      TX  75001

    


     

    ECONOMIC
      AND APPLICATION AGREEMENT 

     

    This
      agreement made and entered into this 21 day of March, 2005, by and between
      Patria
      Corporation (hereinafter
      referred to as “Client”), whose mailing address is 4695
      Osage Drive, Boulder, CO 80303 and
      Dan
      Hudson doing business under the name Bankmark (hereinafter
      referred to as “Consultant”), whose principle office is located at 5050
      Quorum Drive, Suite 700, Dallas, TX 75254.

     

    IN
      CONSIDERATION of the mutual agreement herein contained, it is mutually
      understood and agreed by and between the parties as follows: 

     

    
      	
              I.

            	
              NATURE
                OF SERVICES 

            


    

     

    A.    The
      consultant is hereby authorized to proceed with the engagement as detailed
      in
EXHIBIT
      A,
      which
      is considered an integral part of this Consulting Agreement, a copy of which
      is
      attached.

     

    The
      exact
      scheduling and extent of any additional actions relating to the project will
      be
      determined by mutual agreement between client and consultant. 

     

    In
      addition, the consultant may from time to time be requested to participate
      in
      other related activities. In such cases, the consultant and client will mutually
      agree as to whether they are included or stand outside this agreement.


     

    B.    Any
      direct business expenses incurred by Consultant, including, but not limited
      to
      telephone, travel and the like, must
      be pre-approved
      by the
      client in order to qualify for reimbursement by them. 

     

    C.    Consultant
      agrees to use his best efforts in conducting all of the activities related
      to in
      this Agreement. 

     

    D.    The
      client agrees to supply the Consultant with all necessary data and required
      computations in
      the specific formats that may be requested by the
      Consultant
      at
      various points during the term of this agreement.

     

    E.    Nothing
      contained herein shall be construed to create the relationship of Employer
      and
      Employee or Agent and Principal between the Client and Consultant. Consultant
      shall conduct his business as an Independent Contractor and shall have no
      authority to create, alter or amend any agreements or representations on behalf
      of the Client or to incur any liabilities for the Client. Consultant
      acknowledges that he is not an employee of the Client, and said Client is not
      obligated nor charged with the responsibility of withholding income taxes from
      any commissions due the Consultant, nor is the Client obligated to pay Social
      Security, Taxes, nor FICA taxes upon or for the Consultant.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Bankmark
        
        
          

        

      

      5015
        Addison Circle, BOX 511  ̈ Addison,
        TX  75001

      


    

    F.    Consultant
      agrees to adhere to fair business principles and comply with all Federal, State
      and local laws and regulations either existing or pending. Consultant further
      agrees to file applications for licensing, bonding or other permits, and to
      pay
      all fees pertaining thereto as maybe required by any regulatory body.


     

    
      	
              II.

            	
              SOLICITATION
                AND TERMINATION 

            


    

     

    A.    Consultant
      agrees that he will not issue, distribute or circulate any advertising or
      promotional material, circulars or pamphlets relating to the Client unless
      and
      until it has been authorized and approved in writing by the Client. The
      Consultant shall withdraw any said material and discontinue its use immediately
      upon the Client’s written request to do so. 

     

    B.    This
      Agreement may terminated by either party upon written notice. Upon the giving
      of
      said notice, the Client shall cause to be paid to Consultant any monies due
      Consultant, as herein provided, and Consultant, in turn, shall reimburse the
      Client for any monies, if any, by it advanced and not earned. 

     

    
      	
              III.

            	
              COMPENSATION
                

            


    

     

    In
      consideration of the services performed hereunder by Consultant, Client will
      pay
      Consultant an amount based upon the work outlined in EXHIBIT A
      (attached)
      not to exceed that amount listed in EXHIBIT A.
      The
      terms and conditions listed in EXHIBIT A
      are
      considered an integral part o f this Consulting Agreement. 

     

    During
      the course of the engagement, invoices may be submitted representing progress
      payments for work completed. Such invoices and any balances thereof, are due
      within ten (10) days after presentation. 

     

    The
      above
      referred to fees shall constitute the only source of compensation to Consultant
      by Client.

     

    
      	
              IV.

            	
              CONTRACT
                ENFORCEMENT 

            


    

     

    A.    This
      agreement constitutes the entire agreement about understandings between the
      parties and supersedes any and all other agreements between the parties.


     

    B.    No
      remedy
      granted to the parties by virtue of the Agreement shall be exclusive of any
      other legal or equitable remedy available to the parties existing by laws of
      statute. 

     

    
      	
              V.

            	
              MISCELLANEOUS
                

            


    

     

    A.    The
      parties agree and intend that all questions concerning this Agreement, including
      the validity, capacity of parties, effect, interpretation and performance shall
      be governed by the laws of the State where the Application is
      filed.

     

    B.    the
      rights, privileges, duties and obligations of both the Client and the Consultant
      to each other shall be limited to those specifically set forth
      herein.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Bankmark
        
        
          

        

      

      5015
        Addison Circle, BOX 511  ̈ Addison,
        TX  75001

      


    

    C.    This
      Agreement and the terms, conditions and obligations herein contained shall
      be
      binding upon the parties hereto, their assigns, transferees, heirs and legal
      representatives.

     

    D.    This
      Agreement shall not vest in Consultant, his heirs, estate of legal
      representatives, any right, title or interest in any assets in the Client
      itself, its name, good will or other market business activities other than
      as
      set forth in this Agreement and only for so long as the Agreement has not been
      terminated, and no longer.

     

    E.    This
      Agreement and the attached EXHIBIT
      A,
      constitutes the complete Agreement between the Consultant and the Client. No
      representation or promise, either oral or written, have been made except as
      specifically set forth herein. Should any part of this Agreement be declared
      invalid, such invalidity shall not affect the remainder of this Agreement.
      It is
      the intention of the parties that they would have executed the remaining portion
      of this Agreement without herein including any portion, which may hereafter
      be
      declared invalid.

     

    F.    The
      forbearance or neglect by either party to insist upon the performance of this
      Agreement, or any part hereof shall not constitute a waiver of any rights or
      privileges.

     

    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
      and
      year first above written.

     

    THE
      FOREGOING IS HEREBY AGREED TO:

    
      
        	BY:	
                 

              	 	BY: 	
                BANKMARK

              
	 	 	 	 	 
	 	   
	 	 	
                /s/Dan
                  Hudson

              
	 	 	 	 	 
	 	  
	 	DATE:
                	
                    
                  

              
	 	 	 	 	 
	DATE:	
                   
                  

              	 	 	 


      

    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Bankmark
        
        
          

        

      

      5015
        Addison Circle, BOX 511  ̈ Addison,
        TX  75001

      


    

    EXHIBIT
      A

     

    OVERVIEW
      OF ENGAGEMENT: 

    
      	 	
              v

            	
              The
                basic components of the assignment include the following main elements:
                

            


    

    
      	 	
              v

            	
              General
                Consulting (Strategy development) 

            


    

    
      	 	
              v

            	
              Prepare
                materials for, and attend, pre-filing meeting(s) with Regulators
                

            


    

    
      	 	
              v

            	
              Meet
                with proposed Directors to assist in completing their interagency
                financial and biographical application forms


            


    

    
      	 	
              v

            	
              Interview
                individual Organizers to discuss their duties, responsibilities,
                etc.
                

            


    

    
      	 	
              v

            	
              Develop
                the Business Plan (in concert with Management) including the pro-forma
                projections 

            


    

    
      	 	
              v

            	
              Prepare
                the complete new Joint Agency application (revised
                March 2002)
                for a Commercial Banking Charter, with the appropriate State Department
                of
                Banking, Office of the Comptroller of the Currency (OCC) and
                FDIC

            


    

    
      	 	
              v

            	
              Assistance
                in the preparation of other required materials including, but not
                limited
                to:

            


    

    
      	 	
              §

            	
              CRA
                Statement 

            


    

    
      	 	
              §

            	
              State
                historical/environmental determination of sites selected for bank
                facilities 

            


    

    
      	 	
              §

            	
              Salient
                published legal notices 

            


    

    
      	 	
              §

            	
              Monitor
                regulator processing of applications


            


    

    
      	 	
              §

            	
              Comply
                with all requests by Regulators for clarification and/or additional
                data
                

            


    

    


    TERMS
      OF ENGAGEMENT: 

    
      	 	
              1)

            	
              Provide
                Management/Directors with a course of action required to complete
                the
                regulatory applications. 

            


    

    
      	 	
              2)

            	
              Provide
                Management with a specific outline of information required for the
                appropriate State Department of Banking, OCC and
                FDIC.

            


    

    
      	 	
              3)

            	
              Prepare
                Director/Organizer Interagency Financial and Biographical Forms and
                other
                required materials.

            


    

    
      	 	
              a.

            	
              Distribute
                and collect all required regulatory “forms” with appropriate supplemental
                instructions 

            


    

    
      	 	
              b.

            	
              Conduct
                a meeting with Directors/Organizers to review the required information
                needed to complete all forms 

            


    

    
      	 	
              c.

            	
              Answer
                individual Director/Organizer CONFIDENTIAL questions and consult
                with
                their legal counsel if necessary on selected matters
                

            


    

    
      	 	
              d.

            	
              Review
                and edit completed Director/Organizer forms for accuracy and completeness
                

            


    

    
      	 	
              e.

            	
              Follow
                up with Directors/Organizers for form content clarification and additional
                information 

            


    

    
      	 	
              f.

            	
              Prepare
                finalized biographical and financial forms for Director/Organizer
                final
                review. 

            


    

    
      	 	
              g.

            	
              Ensure
                that all fingerprint cards are correctly prepared for both agencies.
                

            


    

    
      	 	
              h.

            	
              Prepare
                and review all regulatory release forms


            


    

    
      	 	
              i.

            	
              Examine
                Director Qualifications and Related Experience


            


    

    
      	 	
              j.

            	
              Prepare
                Director Job Description and Responsibilities


            


    

    
    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Bankmark
        
        
          

        

      

      5015
        Addison Circle, BOX 511  ̈ Addison,
        TX  75001

       

    

    
      	 	
              k.

            	
              Conduct
                individual Director/Organizers Interviews to review and
                clarify:

            


    

    
      	 	
              i.

            	
              Prior
                financial institution experience 

            


    

    
      	 	
              ii.

            	
              Other
                financial field related experience 

            


    

    
      	 	
              iii.

            	
              Other
                organization Board experience 

            


    

    
      	 	
              iv.

            	
              Community/Professional
                involvement 

            


    

    
      	 	
              v.

            	
              Individual
                contribution as a potential board member


            


    

    
      	 	
              vi.

            	
              Other
                relevant experience/contacts, etc. 

            


    

    
      	 	
              4)

            	
              Prepare
                Management Section

            


    

    
      	 	
              a.

            	
              Assist
                Management (“team” if applicable) in presenting his/their separate and
                combined qualifications

            


    

    
      	 	
              i.

            	
              Review
                resumes for review, update and revision


            


    

    
      	 	
              ii.

            	
              Banking
                Experience (specifics re: lending, operational, and/or administration
                background, etc.) 

            


    

    
      	 	
              iii.

            	
              Direct
                and Indirect Board Experience 

            


    

    
      	 	
              iv.

            	
              Independent
                Bank and Marketing Experience 

            


    

    
      	 	
              v.

            	
              Prepare
                Job Description and Vitae for Senior Management candidates
                

            


    

    
      	 	
              5)

            	
              Prepare
                Facilities Information relating to:

            


    

    
      	 	
              a.

            	
              Physical
                Location 

            


    

    
      	 	
              b.

            	
              Site
                and floor plans 

            


    

    
      	 	
              c.

            	
              Tentative
                purchase/lease agreement(s) 

            


    

    
      	 	
              d.

            	
              Tenant
                improvements 

            


    

    
      	 	
              e.

            	
              Purchase/lease
                of Furniture, Fixtures and Equipment


            


    

    
      	 	
              f.

            	
              Related
                parties involvement with the premises and/or FF&E
                

            


    

    
      	 	
              g.

            	
              State-National
                Historical determination 

            


    

    
      	 	
              h.

            	
              Zoning
                and environmental effect 

            


    

    
      	 	
              6)

            	
              Develop,
                with Management, the Business Plan
                including:

            


    

    
      	 	
              a.

            	
              Reflection
                of Director/Management Philosophy and marketing strategy
                

            


    

    
      	 	
              b.

            	
              Management
                expertise and utilization 

            


    

    
      	 	
              c.

            	
              Director
                expertise and utilization 

            


    

    
      	 	
              d.

            	
              Market
                analysis

            


    

    
      	 	
              i.

            	
              An
                overview of the market and opportunities


            


    

    
      	 	
              ii.

            	
              Current
                demographics 

            


    

    
      	 	
              iii.

            	
              Specific
                Goals and Objectives 

            


    

    
      	 	
              iv.

            	
              Market
                growth and composition of “target” sectors


            


    

    
      	 	
              e.

            	
              Proforma
                Financials (3 years, by quarters) in concert with
                Management

            


    

    
      	 	
              i.

            	
              All
                supporting schedules 

            


    

    
      	 	
              f.

            	
              Peer
                Group Comparisons 

            


    

    
      	 	
              g.

            	
              Assumptions
                and Footnotes 

            


    

    
      	 	
              7)

            	
              Prepare
                Capital Adequacy Analysis 

            


    

    
      	 	
              8)

            	
              Prepare
                the Required Proposed Market and Economic
                Information

            


    

    
      	 	
              a.

            	
              Develop
                supportive market information relative to the Strategic Market Plan
                

            


    

    
      	 	
              b.

            	
              Information
                in support of regulatory “Convenience and Needs” requirements
                

            


    

    
    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Bankmark
        
        
          

        

      

      5015
        Addison Circle, BOX 511  ̈ Addison,
        TX  75001

      
 

    

    
      	 	
              c.

            	
              Current
                area development and projected economic growth data
                

            


    

    
      	 	
              d.

            	
              Statistics
                and other information regarding lending needs of the new bank’s market(s)
                

            


    

    
      	 	
              9)

            	
              Prepare
                Competitor data and analysis:

            


    

    
      	 	
              a.

            	
              Prepare
                competitor/peer group data and trends


            


    

    
      	 	
              10)

            	
              Prepare
                Miscellaneous Information
                Regarding:

            


    

    
      	 	
              a.

            	
              Correspondent
                banking relationships 

            


    

    
      	 	
              b.

            	
              Guidance
                in preparing, and review of, regulatory mandated policies manuals
                

            


    

    
      	 	
              c.

            	
              Director
                Board and Committee duties and assignments


            


    

    
      	 	
              d.

            	
              Risk
                Management Coverage (insurance) 

            


    

    
      	 	
              e.

            	
              Data
                Processing plans: vendor, in-house, etc.


            


    

    
      	 	
              f.

            	
              Other
                relevant information 

            


    

    
      	 	
              11)

            	
              Summary
                and Conclusions Regarding the Application’s Merit, Strengths, and Market
                Position 

            


    

    
      	 	
              12)

            	
              Miscellaneous
                and Related Consultant
                Responsibilities

            


    

    
      	 	
              a.

            	
              “Packaging”
                of the applications (printing, proper format, required number of
                copies,
                etc.) 

            


    

    
      	 	
              b.

            	
              Interface
                with Office of Historic Preservation regarding historical determination
                of
                sites 

            


    

    
      	 	
              c.

            	
              Address
                zoning and environmental concerns 

            


    

    
      	 	
              d.

            	
              Provide
                required Legal Notices for Newspaper publication
                

            


    

    
      	 	
              e.

            	
              Coordination
                with regulatory agencies and other consultants


            


    

    
      	 	
              f.

            	
              Follow-tip
                and monitoring of regulatory agencies


            


    

    
      	 	
              g.

            	
              Provide
                regulators with clarification of critical issues when requested
                

            


    

    
      	 	
              h.

            	
              Provide
                Organizers with regular updates and status reports regarding the
                application progress. 

            


    

    


    TIMING
      

    TIME
      IS
      OF THE ESSENCE. THEREFORE, DUE DATES RELATING TO THE PROJECT TIMELINE ARE
      DEPENDENT UPON THE TIMELY COMPLETION AND SUBMISSION OF ALL MATERIALS REQUESTED
      BY THE CONSULTANT. This being the case, the application could be ready to submit
      to the regulators within 75 days from the signing of this agreement, the
      tendering of the initial payment and the completion of ALL requested
      Organizer/management data, information and responsibilities. Any delay in the
      receipt of necessary information or the submission of incomplete or inaccurate
      data by the client will cause a delay in the above described application
      process. It is therefore imperative that all Organizers meet their obligations
      and respective deadlines. 

    


    FEE
      SCHEDULE: 

    The
      fee,
      for performing the above detailed consulting service is based upon the placement
      of a head office in ________________________________ plus a separate banking
      office in another location within the state of ____________________ to be
      mutually agreed upon by the client and consultant, is $85,000.
      This
      includes processing a maximum of twenty (20) organizers, excluding
      management. Additional organizers can be included in the application at a cost
      of $300.00 each.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Bankmark
        
        
          

        

      

      5015
        Addison Circle, BOX 511  ̈ Addison,
        TX  75001

       

    

    
      	 	
              ·

            	
              Payment
                #1 ($35,500)
                is
                due and payable upon signing this agreement.


            


    

    
      	 	
              ·

            	
              Payment
                #2 ($36,750)
                is
                due and payable within 10 days of the date the consultant files the
                Joint Interagency application with the regulatory
                agencies.

            


    

    
      	 	
              ·

            	
              Payment
                #3 of $12,750
                is
                due and payable upon the funding of the organizational loan, or five
                (5) calendar months following the date of this contract, whichever
                occurs first. 

            


    

    


    Let
      it be clearly,
      understood that the consulting service rendered, is not a guarantee that the
      regulators will approve the application. Therefore, any payment to the
      Consultant is not based upon whether the application is accepted or approved
      by
      either the State Department of Banking for which the application is filed,
      the
      OCC, or the FDIC.

    


    Out-of-pocket
      expenses: 

    Client
      will pay for the cost of the postage/delivery, copying and binding of all
      documents required by the regulators and any additional copies the Client may
      wish. The consultant will provide, at no cost to the Client, one copy of each
      Director/Organizer’s personalized and confidential data and one complete copy of
      the application for the corporate files. 

    


    Travel
      expense: 

    The
      Consultant
      will
      absorb the full cost of travel and lodging for up to nine (9) necessary on-site
      visits during the process of completing the required application. The
      Client and Consultant
      will
      equally share in the cost of the next two (2) on-site visits, if necessary,
      all additional visits will be borne wholly by the
      Client.
      

    


    Let
      it be
      further understood that if for any reason the client chooses to or causes the
      project to abort, fees will be charged on an hourly basis. Such fees will only
      be charged on that work performed BEFORE the date of receipt of official
      notification (verbal, followed by written confirmation) in lieu of the fee
      schedule described above. Expenses incurred to-date of discontinuance of work
      also will be billed. The fee charged under such a condition will be based as
      follows: 

    


    
      	 	
              ·

            	
              Analysis
                and preparation of applications, Regulator meetings/Tele-conferences,
                development of the Business Plan and, economic research/analysis,
                and
                Management consultation, @ $150/hour


            


    

    
      	 	
              ·

            	
              Preparation
                of Director biographical and Financial forms @ $100/hour
                

            


    

    
      	 	
              ·

            	
              Coordination,
                auditing and validating materials for the application @ $75/hour;
                

            


    

    
      	 	
              ·

            	
              Computer
                input, proof reading, etc. @ $35/hour.


            


    

    
      	 	
              ·

            	
              As
                motivation for BOTH parties to fulfill their duties and responsibilities
                and ensure that the project will proceed expeditiously, the following
                terms and conditions are therefore incorporated into this agreement.
                

            


    

    
      	 	
              ·

            	
              The
                Organizers will return completed biographical and financial forms
                to
                consultant within 15 days of receipt of such forms.
                

            


    

    
      	 	
              ·

            	
              The
                Organizers will respond to requests for information-in
                a timely manner and will review, sign and return the final submission
                copies of all documents within 7 days after the consultant’s review
                and preparation 

            


    

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      Bankmark
        
        
          

        

      

      5015
        Addison Circle, BOX 511  ̈ Addison,
        TX  75001

       

    

    Site
      (location) information and tentative lease(s) will be available by the 70th
      day
      from signing this agreement (the FDIC, in particular, reviews the location
      leases very closely.) 

    


    The
      work
      will be performed by Bankmark’s Internal Research Department and possibly (in
      total or in part) by the following consultants: 

    
      	 	
              v

            	
              Robert
                Steiner, Steiner & Associates


            


    

    
      	 	
              v

            	
              Bobbe
                Sigler, Management Consultant 

            


    

    
      	 	
              v

            	
              Peter
                Gilbert, Management Consultant

            


    

    
      	 	
              v

            	
              Bryan
                Hyzdu, Management Consultant

            


    

    


    All
      those
      listed above are either current or former bankers with experience in executive
      banking positions, and have all been part of the application
      process.

    


    To
      expedite, facilitate and enhance the application process, Bankmark reserves
      the
      right, based on the project’s needs and complexities, to assign said specialists
      as aforetomentioned, all of which have in-depth experience in the preparation
      of
      de nova bank applications and are currently working with Bankmark on other
      projects. Bankmark, from time to time, may add other specialists as deemed
      necessary to complete the work in a timely manner. Bankmark warrants that these
      individuals will have comparable experience to the associates listed above
      and
      will have the ability to complete the task at hand. 

    


    The
      details of this Exhibit are hereby acknowledged and agreed to by both parties
      and are thus an integral part of the foregoing Economic and Application
      Agreement.

    


     

    
      	By:	
              /s/
                James Foster

            	 	Date:	
              3/15/05

            
	 	
              For
                the Client

            	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	
              /s/
                Dan Hudson

            	 	Date:	
              3/21/05

            
	 	
              For
                the Consultant