EXHIBIT
      10.15

     

    AMENDED
      AND RESTATED PRE-OPENING FUNDS AGREEMENT

     

    This
      Amended and Restated Pre-Opening Funds Agreement
      (“Agreement”) is entered into as of the 31 day of July 2005 by and among Patria
      Corporation, a corporation organized under the laws of the State of Colorado
      (“Company”), and each of the undersigned individuals (each, an
“Organizer”).

     

    RECITALS

     

    WHEREAS,
      the
      Company and each of the Organizers previously have entered into those certain
      Pre-Opening Funds Agreements, each dated sometime between January 2005 and
      July
      2005, each substantially similar to the other (the “Original Agreements”); and


     

    WHEREAS,
      the
      parties to those Original Agreements now desire to amend and restate each such
      Original Agreement so that the parties are each signatories to the same Amended
      and Restated Pre-Opening Funds Agreement; and

     

    WHEREAS,
      the
      Organizers have the mutual intention and objective to organize a commercial
      bank
      (the “Proposed Bank”) and have established the Company to pay the Proposed
      Bank’s organizational expenses and to enter into agreements in furtherance of
      the organization of the Proposed Bank; and

     

    WHEREAS,
      the
      Organizers desire to take such steps and actions as may be necessary in the
      furtherance of their mutual intentions and objectives, including, but not
      limited to, the filing of regulatory applications (“Applications”) with the
      Federal Reserve, the Federal Deposit Insurance Corporation (“FDIC”), the Office
      of the Comptroller of the Currency (“OCC”) and/or the Colorado Division of
      Banking (“Division”), as applicable (the “Regulators”); and

     

    WHEREAS,
      the
      Organizers further desire by this Agreement to provide for the solicitation
      of
      funds to cover the organizational (pre-incorporation and pre-opening) expenses
      of the Company and the Proposed Bank, to be expended for the purpose of paying
      expenses to be incurred in order to determine the feasibility of the Proposed
      Bank, to prepare the Applications and otherwise to organize the Proposed
      Bank.

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the promises, covenants and conditions
      hereinafter set forth, and the contribution of money provided for herein, the
      Company and the Organizers hereto agree as follows:

     

    1.    Payments
      of Funds for Pre-Incorporation Expenses.
      Each
      Organizer, by execution of a counterpart hereof, hereby agrees to contribute
      funds in the amount of $30,000 (“Pre-Opening Funds”) for the purpose of funding
      organizational expenses of the Company and the Proposed Bank. A payment of
      $10,000 shall be made by the Organizer concurrently with the execution of this
      Agreement, and two (2) additional payments of $10,000 shall be due and payable
      within five (5) business days after notice from the Co-Managers (as defined
      below) that the payment is due. Following the date of this Agreement,
      Pre-Opening Funds paid by check shall be made payable to Patria
      Corporation.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    2.    Account,
      Co-Managers, and Terms Under Which Pre-Opening Funds Shall Be
      Held.
      All
      funds contributed by Organizers shall be deposited in a deposit account (the
      “Account”) established in the name of the Company at a federally-insured
      depository institution domiciled or authorized to do business in Colorado and
      selected by the Co-Managers. No other funds shall be deposited in the Account.
      The Co-Managers or the Organizers (including the Co-Managers), acting by a
      vote
      of at least two-thirds of their number, may transfer the Account to another
      banking organization domiciled or authorized to do business in
      Colorado.

     

    Until
      a
      total of $50,000 has been received in good funds from five (5) Organizers,
      no
      disbursements shall be made from the Account. If for any reason a total of
      $50,000 has not been received by the Co-Managers by the close of business on
      October 1, 2005, then Pre-Opening Funds on deposit as of that date shall be
      returned to each Organizer who contributed such funds within three (3) business
      days thereafter without interest. Pre-Opening Funds may be accepted from a
      proposed Organizer only by the Co-Managers. Funds accepted from an Organizer
      shall not be returned to the Organizer whether upon his or her withdrawal or
      removal, except as expressly provided herein. Funds shall be returned to an
      Organizer who has withdrawn or been removed only after such payment has been
      approved by at least two-thirds of the other Organizers, and if not so approved,
      then the withdrawing or removed Organizer shall be entitled to the return or
      partial return of his or her funds only under the same terms and conditions
      as
      apply to the remaining Organizers. After the initial balance in the Account
      reaches $50,000 (such that disbursements are permitted pursuant to this
      Section), the balance in the Account may be reduced below $50,000.

     

    Unless
      and until changed by a vote of at least two-thirds of the Organizers, James
      C.
      Foster and Bob Fenton are hereby appointed to serve as Co-Managers of the
      Account (the “Co-Managers”), and are authorized to receive, deposit and disburse
      all funds to be collected or paid pursuant to the terms of this Agreement and
      to
      take such other actions as may be contemplated by this Agreement.

     

    3.    Terms
      Under Which Pre-Opening Funds Shall Be Disbursed.
      Disbursements from the Account may be made only upon the order and signature
      of
      both Co-Managers, and only for purpose of paying organizational expenses of
      the
      Company or the Proposed Bank, including but not limited to (i) marketing and
      banking consulting fees, (ii) economic study fees, (iii) pre-opening consulting
      fees to be paid to one or more proposed officers of the Proposed Bank, and
      others (all as approved by a majority of the Organizers), (iv) accounting and
      legal fees, (v) application fees and expenses, and (vi) rent, lease and/or
      option payments and security deposits; provided, however, that no disbursement
      in excess of $1,500 (except reimbursement of out-of-pocket expenses) shall
      be
      made to any Organizer or any affiliated companies of any Organizer, unless
      and
      until such payment or payments have been approved in advance by at least a
      majority of the Organizers who are then parties to this Agreement.

     

    
      
         

      

      
        -2-

        
          

        

      

      
         

      

    

     

    4.    Additional
      Organizers.
      Upon
      the approval of the Co-Managers, additional Organizers may be added from time
      to
      time, provided that such Organizers ratify and agree to be bound by, and comply
      with the provisions, terms and conditions of, this Agreement. Each additional
      Organizer shall execute a signature page to this Agreement (and such other
      instrument as counsel to the Company shall require), and shall immediately
      contribute funds in the same amount as has been contributed as of such date
      by
      each of the other Organizers.

     

    5.    Records.
      The
      Co-Managers shall keep and maintain records containing:

     

    (a)    With
      respect to each deposit to any Account:

     

    (i) date
      of
      deposit,

    (ii) amount
      deposited, and

    (iii) name
      of
      person from whom such money was accepted.

     

    (b)    With
      respect to each withdrawal from any Account:

     

    (i) date
      of
      withdrawal,

    (ii) amount
      of
      money withdrawn,

    (iii) name
      of
      person or entity to whom such money was paid,

    (iv) description
      of purpose of such payment, and

    (v) any
      invoice or billing relating to such payment.

     

    (c)    The
      Co-Managers or, upon opening, the Proposed Bank, shall preserve the records
      described above for a period of not less than four (4) years after any such
      Account is closed.

     

    (d)    The
      Co-Managers shall, upon request, make the records described above available
      for
      inspection and copying by (i) the Regulators, (ii) any proposed director,
      officer, or organizer of the Company or the Proposed Bank, (iii) any person
      from
      whom Pre-Opening Funds have been accepted, (iv) the Company, or (v) the Proposed
      Bank, if and when organized.

     

    6.    Reports. 

     

    (a)    On
      or
      before the 21st day of each calendar quarter, commencing with the calendar
      quarter after Pre-Opening Funds are first accepted and continuing until Account
      are closed in accordance with this Agreement, the Co-Managers will provide
      to
      each person from whom Pre-Opening Funds have been accepted a report stating,
      with respect to the last calendar quarter:

     

    
      	 	
              1.

            	
              Opening
                balance of the Account.

            


    

     

    
      	 	
              2.

            	
              Total
                amount deposited in the Account during the calendar
                quarter.

            


    

     

    
      	 	
              3.

            	
              Itemized
                schedule of deposits showing, with respect to each deposit, date
                of
                deposit, amount of money deposited, name of person from whom such
                money
                was accepted and aggregate total
                amount.

            


    

     

     

    
      
         

      

      
        -3-

        
          

        

      

      
         

      

    

     

    
      	 	
              4.

            	
              Total
                amount disbursed from the Account during the calendar
                quarter.

            


    

     

    
      	 	
              5.

            	
              An
                itemized schedule of disbursements showing, with respect to each
                person to
                whom the amount disbursed, together with amounts previously disbursed
                to
                each person, is $500 or more: name of person, amount disbursed to
                the
                person, description of purpose of such disbursement and aggregate
                total
                amount disbursed to date to the
                person.

            


    

     

    
      	 	
              6.

            	
              Closing
                balance of Account.

            


    

     

    7.    Circumstances
      Under Which Pre-Opening Funds Shall Be Repaid. 

     

    (a)    The
      Organizers understand and agree that the Pre-Opening Funds advanced by the
      Organizers shall be reimbursed to the Organizers if, and only if, one of the
      following events occurs:

     

    (i) The
      Company receives the proceeds of a loan made to the Company to repay the
      Pre-Opening Funds; or 

     

    (ii) The
      Proposed Bank is issued a charter to transact commercial banking business by
      the
      OCC or Division, as applicable, the Proposed Bank receives approval from the
      FDIC of its application for deposit insurance and all subscription funds held
      in
      escrow for Proposed Bank stock have been released to the Proposed
      Bank.

     

    (b)    The
      Co-Managers shall cause the Company, after making all disbursements authorized
      under the terms of this Agreement, pay any and all balances in the Account,
      on a
      pro rata basis, to the Organizers upon the occurrence of any of the following
      events: 

     

    (i) an
      application for authority to organize the Proposed Bank is not filed with the
      OCC or Division within fifteen (15) months after Pre-Opening Funds are first
      accepted by the Co-Managers, or

     

    (ii) an
      application for authority to organize the Proposed Bank filed with the OCC
      or
      Division within such time is denied by the OCC or Division and a reapplication
      for authority to organize the Proposed Bank is not filed with the OCC or
      Division within 90 days after such denial.

     

    (c)    Each
      Organizer acknowledges and agrees that there is no assurance that any of the
      conditions described in this Section will be met and that if the conditions
      described above do not occur, such Organizer shall not be entitled to
      reimbursement of any of the Pre-Opening Funds. Such Organizer further waives
      any
      and all claims against any other Organizers hereto, the Company, the Proposed
      Bank and their respective officers, directors, shareholders, attorneys, agents
      and representatives for reimbursement of his or her share of Pre-Opening Funds
      as a result of the failure to occur of any of the conditions described
      above.

     

    
      
         

      

      
        -4-

        
          

        

      

      
         

      

    

     

    8.    Application;
      Services.
      The
      Co-Managers are hereby authorized and directed to execute and deliver written
      agreements with attorneys, accountants, economists and banking/fundraising
      consultants, relating to the various applications to be filed with the
      Regulators in connection with the organization of the Proposed Bank, and for
      other services related to the organization of the Company or the Proposed Bank.
      The Co-Managers are hereby authorized and directed to pay, to the extent of
      funds made available by the Organizers as described herein, all amounts agreed
      to in said agreements for all such services rendered. Notwithstanding the
      foregoing, the preparation of Applications shall not commence unless and until
      a
      total of $50,000 has been received from five (5) Organizers. 

     

    9.    Indemnification
      of Co-Managers; Covenant Not to Sue.
      

     

    (a)    The
      Company agrees to indemnify and hold the Co-Managers harmless from any
      liability, obligation, claims or costs (including attorneys, accountants,
      paralegal fees and expenses) incurred by them in their capacities as such or
      in
      the course of their performance of their duties as such, save and except
      liabilities or obligations arising from or out of willful misconduct or gross
      negligence.

     

    (b)    The
      Organizers hereto agree not to institute any action or suit in law or in equity
      against any other Organizer or against the Co-Managers and their respective
      heirs, devisees, legatees and successors-in-interest and agree not to institute,
      prosecute or in any way aid or assist in the institution or prosecution of
      any
      claim, suit, demand, proceeding, or action, except those claims or actions
      based
      on a breach of this Agreement or arising from or out of willful misconduct
      or
      gross negligence.

     

    10.    Removal
      of Organizers.
      An
      Organizer may be removed with or without cause upon the vote of two-thirds
      of
      the then-active Organizers.

     

    11.    Voluntary
      Withdrawal. An
      Organizer may withdraw as an organizer of the Company or the Proposed Bank
      by
      giving written notice to the Co-Managers. Notwithstanding the foregoing, the
      withdrawal of an Organizer shall not affect in any manner any obligation
      incurred by the Organizer pursuant to this Agreement or any other agreement
      entered into by the Organizer.

     

    12.    Unauthorized
      Acts.
      Notwithstanding anything contained herein to the contrary, no party hereto
      shall
      be authorized in any manner or form to perform any act or to render any
      communication or information with regard to the organization of the Company
      or
      the Proposed Bank that is contrary to applicable federal and applicable state
      law, including the rules, regulations and policies of the Federal Reserve,
      Division, OCC and/or FDIC, as applicable. In addition, each Organizer
      acknowledges the following:

     

    
      
         

      

      
        -5-

        
          

        

      

      
         

      

    

     

    (a)    that
      the
      Proposed Bank is not being organized for the sole purpose of immediately selling
      to or merging or consolidating with any other financial
      institution;

     

    (b)    that
      such
      Organizer may not indicate, either orally or in writing, that he or she is
      an
      officer or director of the Proposed Bank or that the Proposed Bank is in
      existence prior to receiving the consent of the Regulators, if required at
      such
      time;

     

    (c)    that
      the
      Proposed Bank, upon organization, will not refinance, either directly or
      indirectly, any loan, advance, or credit extension made to any prospective
      shareholder by any existing financial institution or other lender, if such
      loan,
      advance, or credit extension was originally made to the prospective shareholder
      to obtain funds to purchase stock in the Proposed Bank;

     

    (d)    that
      all
      subscription funds for capital stock will be held in escrow subject to the
      order
      of the applicable Regulators and that these funds will be released only after
      all conditions precedent to the commencement of operations at the Proposed
      Bank
      have been satisfied; and

     

    (e)    that
      no
      representations have been made by the Co-Managers, any of the Organizers, any
      of
      the other signatories hereto or attorneys, accountants or any other service
      providers to the Company or the Proposed Bank guaranteeing or representing
      that:
      (a) a charter for the Proposed Bank will be issued and approved by the
      Regulators; (b) approval of the Proposed Bank by the Regulators will occur
      on or
      before any specified date or approximate date, or that such approval will be
      received at all; (c) such Organizer will be approved by the Regulators as an
      organizing director of the Proposed Bank; (d) the Proposed Bank will be able
      to
      successfully sell any amount of its initial capital stock; (e) such Organizer
      will be approved by the Regulators to purchase any specific number of shares
      of
      the capital stock of the Proposed Bank; (f) the Regulators will approve any
      specific stock options or other benefit for such Organizer(s); (g) the Proposed
      Bank will be located in any specific location or city; or (h) the Proposed
      Bank
      will open for business on or before any specific date or approximate
      date.

     

    13.    Borrowings/Guarantees.
      The
      parties understand and agree that it may be necessary for the Company to borrow
      funds or otherwise secure lines of credit for the purpose of obtaining funds
      to
      pay pre-incorporation and pre-opening expenses of the Proposed Bank and that
      lenders may require such financing arrangements to be evidenced by one or more
      notes co-signed or guaranteed by each of the undersigned on a joint or several
      or other basis. An agreement to borrow funds that requires the guarantee of
      an
      Organizer shall require the unanimous written consent of all of the Organizers
      who undertake such guarantee. All funds obtained pursuant to this Section
13
      shall be
      maintained and disbursed by the Co-Managers
      in conformity with the duties set forth in this Agreement.

     

    14.    Termination.
      The
      Agreement shall be effective as of the date first written above and shall
      terminate upon the occurrence of any of the following events:

     

    (a)    by
      mutual
      written consent of a majority of the Organizers who are bound by the terms
      hereof; or

     

    
      
         

      

      
        -6-

        
          

        

      

      
         

      

    

     

    (b)    following
      an event described in Section 7(a)
      or
7(b)
      upon the
      reimbursement of funds due to Organizers or upon a determination by the
      Co-Managers that no reimbursement shall be due.

     

    15.    Miscellaneous.

     

    (a)    Notices. Any
      notice required by this Agreement shall be given by telephone and confirmed
      by
      facsimile, express or certified mail to the parties at the addresses heretofore
      furnished by each party hereto or such other address as a party may later
      specify. With respect to notice confirmed by facsimile, notice shall be deemed
      duly given when facsimile confirmation is received. With respect to notice
      confirmed by express or certified mail, notice shall be deemed duly given upon
      the earlier of actual receipt of such confirmation by mail or three (3) business
      days after deposit in the United States mail, postage prepaid. 

     

    (b)    Complete
      Agreement. This
      Agreement contains the entire understanding of the parties and supersedes all
      existing agreements and all other oral, written or other communications between
      the parties concerning its subject matter. There are no agreements, arrangements
      or undertakings, oral or written, between or among the parties hereto relating
      to the subject matter of this Agreement that are not fully expressed
      herein. 

     

    (c)    Governing
      Law. This
      Agreement shall be governed by the laws of Colorado without regard to principles
      of conflicts of laws. Any dispute or controversy arising under, out of or in
      connection with this Agreement, shall be determined and settled by arbitration
      in the City of Denver, State of Colorado, in accordance with the rules of the
      American Arbitration Association. Any decision rendered thereby shall be
      non-appealable, final and binding on the parties and judgment may be entered
      thereon. 

     

    (d)    Assignment. This
      Agreement is personal to the parties hereto and may not be assigned, except
      with
      respect to the Company to a successor corporate entity, which expressly includes
      the Proposed Bank once established.

     

    (e)    Amendment. This
      Agreement may be amended only by a writing signed by a majority of the
      Organizers; provided however, that any action under this Agreement requiring
      the
      approval or consent of more than a majority may be amended only by a writing
      signed by at least the same number of Organizers as would be required to take
      such action under the Agreement.

     

    (f)    Waiver. Failure
      to insist upon strict compliance with any of the terms, covenants or conditions
      hereof shall not be deemed a waiver of such term, covenant, or condition. A
      waiver of any provision of this Agreement must be made in writing, designated
      as
      a waiver, and signed by the party against who its enforcement is sought. Any
      waiver or relinquishment of such right or power at any one or more times shall
      not be deemed a waiver or relinquishment of such right or power at any other
      time or times.

     

    (g)    Illegality,
      Severability. If
      any
      provisions of this Agreement (or any portion thereof) shall be held to be
      invalid, illegal or unenforceable, the validity, legality or enforceability
      of
      the remainder of this Agreement shall not in any way be affected or impaired
      thereby.

     

    
      
         

      

      
        -7-

        
          

        

      

      
         

      

    

     

    (h)    Counterparts. This
      Agreement may be executed in any number of counterparts and each of such
      counterparts shall be deemed an original, and all such counterparts shall
      together constitute but one and the same instrument. 

     

    (i)    Headings. The
      headings of sections in this Agreement are for convenience of reference only
      and
      are not intended to qualify the meaning of any of the language in this
      Agreement.

     

    (j)    Relationship
      of the Organizers. This
      Agreement shall not be deemed to create a partnership or joint venture among
      the
      Organizers or among the Company and the Organizers. Except with respect to
      the
      authorized acts of the Co-Managers, as expressly described in this Agreement,
      no
      Organizer shall be authorized or have the right to bind or obligate any other
      Organizer to any debt, obligation or liability with any third party without
      the
      prior written consent of all of the other Organizers.

     

    [Remainder
      of Page Intentionally Left Blank]

     

    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    

    
IN
      WITNESS WHEREOF,
      the
      undersigned parties have executed this Agreement and agree to be bound by the
      terms hereof.

     

    PATRIA
      CORPORATION

     

    By: 
      /s/ 
      James
      Foster

      
        

      

    

    James
      P.
      Foster

    Chairman

     

     

    ORGANIZERS

     

    /s/
      Norma
      R. Akers

      
        

      

    

    Norma
      R.
      Akers

     

    /s/
      Anthony Costa

      
        

      

    

    Anthony
      Costa

     

    /s/
      Rob
      L. Alvarado

    
      

    

    Rob
      L.
      Alvarado

     

    /s/
      Philip Champagne

      

    

    Philip
      Champagne

     

    /s/
      Robert J. Fenton

      

    

    Robert
      J.
      Fenton

     

    /s/
      James
      P. Foster

      

    

    James
      P.
      Foster

     

    /s/
      Robert Gallegos

      

    

    Robert
      Gallegos

     

    /s/
      Steve
      Gutterman

      

    

    Steve
      Gutterman

     

    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    

     

    /s/
      Dr.
      Christine Johnson

      

    

    Dr.
      Christine Johnson

     

    /s/
      Marta
      Loachamin

      

    

    Marta
      Loachamin

     

    /s/
      Ronald E. Montoya

      

    

    Ronald
      E.
      Montoya

     

    /s/
      James
      Propp

      

    

    James
      Propp

     

    /s/
      James
      Perea

      

    

    James
      Perea

     

    /s/
      Joel
      Rosenstein

      

    

    Joel
      Rosenstein

     

    /s/
      Basil
      Sabbath

      

    

    Basil
      Sabbath

     

    /s/
      Stan
      Sena

      

    

    Stan
      Sena

     

    /s/
      Larry
      Trujillo

      

    

    Larry
      Trujillo

     

    /s/
      Kent
      C. Veio

      

    

    Kent
      C.
      Veio

     

    
      
         

      

        -10-