EXHIBIT
      10.9

     

    CONSULTING
      AGREEMENT

     

    This
      Agreement (this “Agreement”) is entered into as of the 1st day of April, 2005,
      by and between Patria Corporation,
      a
      corporation organized under the laws of the State of Colorado (the “Company”),
      and Robert Jay Fenton, an adult individual residing in the State of Colorado
      (the “Consultant”).

     

    The
      parties hereto agree as follows:

     

    1. Engagement.
      The
      Company hereby engages the Consultant and the Consultant hereby agrees to
      render, at the request of the Company, independent advisory and consulting
      services for the Company in connection with the organization of a proposed
      bank
      (the “Bank”), upon the terms and conditions hereinafter set forth. 

     

    2. Term.
      The
      term
      of this Agreement shall begin as of the date of this Agreement and shall
      terminate on the earlier of (i) May 31, 2006; (ii) the date on which the Bank
      receives (and satisfies all conditions to opening for business under) its
      authorization to commence its banking business (the “Certificate of Authority”)
      from the Office of the Comptroller of the Currency and approval of Insurance
      of
      Accounts from the Federal Deposit Insurance Corporation; (iii) the date on
      which
      the Company advises the Consultant that it has abandoned its effort to obtain
      the Certificate of Authority; (iv) the date on which the Consultant receives
      written notice from the Company that it is terminating this Agreement “for
      cause” as hereafter defined; or (v) the death or disability of the Consultant
      (as used herein, the disability of the Consultant shall be deemed to have
      occurred when he has been unable to perform his services under this Agreement
      for a period of forty-five (45) consecutive days or the Consultant has made
      any
      claim under any disability insurance policy). As used herein, “for cause” shall
      be defined as follows: (i) the Consultant’s failure to use diligent and good
      faith efforts to perform the services requested by the Company under this
      Agreement (which failure is not cured within five (5) days following written
      notice to the Consultant); (ii) the Consultant’s willful misconduct or gross
      negligence in the performance of his services hereunder; (iii) the Consultant’s
      conviction of a crime or involvement in any conduct which could, in the judgment
      of the Company, adversely impact on the reputation of the Company or the Bank
      or
      the prospects of the Bank receiving its Certificate of Authority; (iv) receipt
      by the Company of any notification from the Office of the Comptroller of the
      Currency or the Federal Deposit Insurance Corporation indicating that the
      Consultant would not be an acceptable candidate to be Executive Vice President
      and Chief Financial Officer of the Bank.

     

    3. Compensation.
      During
      the term of this Agreement, as compensation for all services rendered by the
      Consultant under this Agreement, the Company shall pay the Consultant the
      following amounts:

     

    (a) Consulting
      Fee.
      The
      Company shall pay the consultant the sum of ten thousand two hundred forty-two
      dollars and thirty cents ($10,242.30) per month (prorated for any partial
      month), which shall be paid in arrears in two installments of five thousand
      one
      hundred twenty-one dollars and fifteen cents ($5,121.15) each on the
      15th
      and
      30th
      day of
      each calendar month. 

     

    (b) Deductions.
      All such
      compensation shall be payable without deduction for federal income, social
      security, or state income taxes or any other amounts.

     

    (c) Deferred
      Compensation.
      Unless
      this Agreement has been terminated or the term has ended pursuant to Paragraph
      2
      hereof, the Company shall cause the Bank, subject to and upon its opening for
      business to the public, to pay, in one lump sum, not later than thirty (30)
      days
      following its opening for business, an amount equal to six thousand dollars
      ($6,000) times the number of months of the term of this Agreement representing
      the accumulated difference of fees paid under this Agreement and the annualized
      amount of compensation, prorated for the term of this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    (d) Termination
      Payment. If,
      for
      any reason, other than a termination by the Company for Cause, the Company
      terminates this Agreement during its term and without the Employment Agreement
      referenced in Paragraph 10 of this Agreement becoming effective, Consultant
      will
      be entitled to receive a lump sum payment, payable on the date of termination,
      of not less than the greater of (i) one-half of the fees which would have been
      payable for the remaining term of this Agreement from the date of termination
      or
      (ii) $30,726.90.

     

    4. Duties.
      The
      Consultant shall render services conscientiously and shall devote his full
      time,
      attention, efforts and abilities to the establishment of the Bank, including
      without limitation obtaining regulatory approvals, site development activities,
      personnel matters and capital raising activities, at such times during the
      term
      hereof and in such manner as reasonably requested by the Company, and performed
      at such places and at such times as are reasonably convenient to the Company
      and
      the Consultant. The Consultant shall observe all policies and directives
      promulgated from time to time by the Company’s Board of Directors.

     

    5. Expenses.
      The
      Consultant shall be reimbursed by the Company for all reasonable business
      expenses which were incurred by the Consultant during the performance of his
      services hereunder; provided, any such reimbursement in excess of $250 in any
      month shall require the prior written approval of the Company’s Board of
      Directors or a committee thereof; provided however that any expenses set forth
      in the organizational budget shall be deemed to be approved unless the Company’s
      Board of Directors makes an express determination to the contrary prior to
      the
      time at which the expense is incurred. The Company’s obligation to reimburse the
      Consultant pursuant to this paragraph shall be subject to the presentation
      to
      the Company’s Board of Directors or a committee thereof by the Consultant of an
      itemized account of such expenditures, together with supporting vouchers, in
      accordance with any policies of the Company in effect from time to
      time.

     

    6. Independent
      Contractor.
      It is
      expressly agreed that Consultant is acting as an independent contractor in
      performing services hereunder. The Company shall carry no worker’s compensation
      insurance or any health or accident insurance to cover Consultant. The Company
      shall not pay any contributions to Social Security, unemployment insurance,
      federal or state withholding taxes, nor provide any other contributions or
      benefits which might be expected in an employer-employee
      relationship.

     

    7. Covenant
      Not to Compete.
      The
      Consultant hereby acknowledges and recognizes the highly competitive nature
      of
      the Company’s business and accordingly agrees that, during the term of this
      Agreement, the Consultant will not, except as provided in Paragraph 4 hereof,
      directly or indirectly:

     

    (a) engage
      in
      any business activity related to the business of banking or financial services,
      or the formation of any entity for the purpose of engaging in such a business
      (other than on behalf of the Company to the extent that the Consultant is then
      in the employ of or consulting for the Company), whether such engagement is
      as
      an officer, director, proprietor, employee, partner, member, investor (other
      than as a passive investor in less than one percent (1%) of the outstanding
      capital stock of a publicly traded corporation), consultant, advisor, agent
      or
      other participant in another business,

     

    (b) assist
      others in engaging in any of the business activities prohibited to the
      Consultant under clause (a) above, or

     

    
      
         

      

      
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    (c) induce
      employees of the Company to engage in any activities hereby prohibited to the
      Consultant or to terminate their employment.

     

    The
      term
      of this restriction shall be extended for a period of time equal to any period
      of time during which the Consultant violates or fails to observe the provisions
      of this paragraph.

     

    8. No
      Disclosure of Confidential Information.
      The
      Consultant acknowledges that the Company’s trade secrets and private processes,
      as they may exist from time to time, and confidential information concerning
      the
      formation and development of the Bank, the Bank’s planned products, technical
      information regarding the Bank, and data concerning potential customers of
      and
      investors in the Bank are valuable, special, and unique assets of the Company,
      access to and knowledge of which are essential to the performance of the
      Consultant’s duties under this Agreement. In light of the highly competitive
      nature of the industry in which the business of the Company is conducted, the
      Consultant further agrees that all knowledge and information described in the
      preceding sentence not in the public domain and heretofore or in the future
      obtained by the Consultant as a result of his engagement by the Company shall
      be
      considered confidential information. In recognition of this fact, the Consultant
      agrees that the Consultant will not, during or after the term of this Agreement,
      disclose any of such secrets, processes, or information to any person or other
      entity for any reason or purpose whatsoever, except as necessary in the
      performance of the Consultant’s duties as a consultant to the Company and then
      only upon a written confidentiality agreement in such form and content as
      requested by the Company from time to time, nor shall Consultant make use of
      any
      of such secrets, processes or information for Consultant’s own purposes or for
      the benefit of any person or other entity (except the Company and its
      subsidiaries, if any) under any circumstances during or after the term of this
      Agreement.

     

    9. Remedies.
      The
      Consultant acknowledges and agrees that the Company’s remedy at law for a breach
      or threatened breach of any of the provisions of Paragraphs 7 and 8 of this
      Agreement would be inadequate. In recognition thereof, if the Consultant
      breaches or threatens to breach any provision of Paragraphs 7 and 8 of this
      Agreement, the Company shall be entitled to equitable relief in the form of
      specific performance, a temporary restraining order, a temporary or permanent
      injunction or any other equitable remedy which may then be available in addition
      to any of its remedies at law. Nothing herein shall prohibit the Company from
      pursuing any other right or remedy available to it for such breach or threatened
      breach.

     

    10. Employment
      Agreement.
      It
      is
      anticipated that the Consultant and the Bank will enter into an Employment
      Agreement having a term of not less than three years with the Consultant in
      form
      satisfactory to the Consultant and the Bank in their reasonable discretion,
      subject to the approval of such form by the Bank’s primary regulators and
      modifications to such form as may be required by the regulators, which
      Employment Agreement shall be effective as of the date on which the Office
      of
      the Comptroller of the Currency issues the Certificate of Authority to the
      Bank
      and the Federal Deposit Insurance Corporation issues approval for Insurance
      of
      Accounts.

     

    11. Assignment.
      This
      Agreement is a personal one, being entered into in reliance upon and in
      consideration of the personal skill and qualifications of Consultant. Consultant
      shall therefore not voluntarily or by operation of law assign or otherwise
      transfer the obligations incurred on its part pursuant to the terms of this
      Agreement without the prior written consent of Company. Any attempted assignment
      or transfer by Consultant of its obligations without such consent shall be
      wholly void.

     

    12. Modification
      of Agreement.
      This
      Agreement may be modified by the parties hereto only by a written supplemental
      agreement executed by both parties.

     

    
      
         

      

      
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    13. Notice.
      Any
      notice required or permitted to be given hereunder shall be sufficient if in
      writing, and if sent by any nationally recognized courier service providing
      for
      receipt of delivery, registered or certified mail, postage prepaid, or by fax
      followed by such mail, addressed as follows:

     

    If
      to
      Company:

    


    James
      Foster

    Chairman,
      Patria Corporation

    4695
      Osage Drive

    Boulder,
      CO 80303    

     

     

    


    If
      to
      Consultant:

     

    Robert
      Jay Fenton

    876
      Wolverine Ct.

    Castle
      Rock, CO 80108

    


    or
      to
      such other address as the parties hereto may specify, in writing, from time
      to
      time.

     

    14. Mediation
      and Arbitration.
      The
      parties agree to mediate, in good faith, any claim arising hereunder and to
      refrain from pursuing arbitration hereunder until the parties have met with
      a
      mediator. The parties agree to select and mediate any claim or controversy
      within sixty (60) days of the date the claim or controversy accrues or
      first arises. The mediator shall be selected by the Company with the
      Consultant’s consent, which may not be unreasonably withheld. The mediator shall
      be licensed to practice law in the State of Colorado and be experienced in
      the
      arbitration of labor and employment disputes.

     

    The
      parties acknowledge and agree that any claim or controversy arising out of
      or
      relating to this Agreement, or the breach of this Agreement, or any other
      dispute arising out of or relating to the consulting relationship, shall be
      settled by final and binding arbitration in the City of Denver, State of
      Colorado, in accordance with the Commercial Arbitration Rules of the American
      Arbitration Association in effect on the date the claim or controversy arises.
      The parties further acknowledge and agree that either party must request
      arbitration of any claim or controversy within one hundred twenty (120)
      days of the date the claim or controversy accrues or first arises by giving
      written notice of the party’s request for arbitration by certified U.S. mail or
      personal delivery. Notice shall be effective upon delivery or mailing. Failure
      to give notice of any claim or controversy within one hundred twenty (120)
      days shall constitute a waiver of the claim or controversy.

     

    All
      claims or controversies subject to arbitration shall be submitted to arbitration
      within one hundred eighty (180) days from the date the written notice of a
      request for arbitration is effective. All claims or controversies shall be
      resolved by a panel of three (3) arbitrators who are licensed to practice
      law in the State of Colorado and who are experienced in the arbitration of
      labor
      and employment disputes. These arbitrators shall be selected in accordance
      with
      the Commercial Arbitration Rules of the American Arbitration Association in
      effect at the time the claim or controversy arises. Either party may request
      that the arbitration proceeding be stenographically or otherwise recorded by
      a
      Certified Shorthand Reporter. The arbitrators shall issue a written decision
      with respect to all claims or controversies within thirty (30) days from
      the date the claims or controversies are submitted to arbitration. The parties
      shall be entitled to be represented by legal counsel at any arbitration
      proceeding. The parties acknowledge and agree that each party will bear fifty
      percent (50%) of the cost of the arbitration proceeding. The parties shall
      be responsible for paying their own attorneys’ fees and other costs, if
      any.

     

    
      
         

      

      
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    The
      parties acknowledge and agree that the arbitration provisions set forth herein
      may be specifically enforced by either party, and submission to arbitration
      proceedings compelled, by any court of competent jurisdiction. The parties
      further acknowledge and agree that the decision of the arbitrators may be
      specifically enforced by either party in any court of competent
      jurisdiction.

     

    15. Waiver
      of Breach.
      The
      waiver by either party of any breach of any provision of this Agreement shall
      not operate or be construed as a waiver of any subsequent breach.

     

    16. Entire
      Agreement.
      This
      Agreement contains the entire agreement of the parties relating to the subject
      matter of this Agreement, and supersedes any prior written or oral arrangements
      with respect to the Consultant’s engagement by the Company.

     

    17. Successors,
      Binding Agreement.
      Subject
      to the restrictions on assignment contained herein, this Agreement shall inure
      to the benefit (including all rights to receive compensation earned hereunder
      prior to death or disability) of and be enforceable by the Consultant’s personal
      or legal representatives, executors, administrators, heirs, distributees,
      devisees, and legatees.

     

    18. Validity.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this Agreement,
      which shall remain in full force and effect.

     

    19. Applicable
      Law.
      This
      Agreement shall be governed by and construed in accordance with the domestic
      laws of the State of Colorado.

     

    20. Headings.
      The
      headings of the paragraphs of this Agreement are for convenience only and shall
      not control or affect the meaning or construction or limit the scope or intent
      of any of the provisions of this Agreement.

     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      date
      first set forth above.

    


    


    


    /s/
      Robert Fenton

      
        

      

    

    Robert
      Jay Fenton

     

     

    PATRIA
      CORPORATION

     

    By:  
      /s/
      James
      Foster

      
        

      

    

    James
      Foster, Chairman - Patria Corporation

     

     

    
      
         

      

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