Exhibit 10.4


New Bank and Bank Holding Company Formation:


Financial Advisory and Consulting
Agreement


The following is
the Financial Advisory and Consulting Agreement between CCFW, Inc., dba Carpenter
& Company (“Carpenter”), its subsidiary Seapower Carpenter Capital,
Inc. (“SCC”), and the SB Organizing Group (the “Client”), effective this 1st day
of  November, 2006.


WHEREAS, the Client
wishes to enter the banking business in the County of Los Angeles, utilizing
(i) a bank holding company (established through formation, capitalization,
opening, and successful operation of a prospective new entity) (the “BHC”) and (ii)
a formation, capitalization, opening and successful operation of a new FDIC-insured
financial institution (the “Bank”) (the Client, the BHC and the Bank are
collectively referred to hereinafter as the “Client”); and


WHEREAS, the
Client and Carpenter had previously entered into that certain New Bank
Formation: Consulting Agreement dated October 6, 2005 (the “Initial Agreement”);
and


WHEREAS, the Client
and Carpenter desire to terminate for all purposes the Initial Agreement; and


WHEREAS, the
Client wishes to retain Carpenter and SCC to provide financial advisory and
consulting services in connection with these objectives, and Carpenter and SCC wish
to be so retained.


NOW, THEREFORE, in
consideration of the premises and of the mutual covenants and conditions
contained herein, the parties hereto agree as follows:


1)             APPLICATION  SERVICES 


a)              Carpenter
shall assist the Client in evaluating alternative corporate structures and
developing the strategy for approval of the acquisition of the Bank by the BHC
and filing an application with the Federal Reserve System (the “FRS”) for
registration of the BHC as a bank holding company.


b)             Carpenter
shall assist the Client in developing the strategy for approval of a new bank
charter, assembling its management team, and preparing and filing an
application for (i) a national or state bank charter application to be
submitted to one of the Comptroller of the Currency, the Office of Thrift
Supervision or the Department of Financial Institutions (“Appropriate Regulator”),
(ii) and to the Federal Deposit Insurance Corporation (“FDIC”) for the
insurance of accounts.  (The FRS, the
Appropriate Regulator and the FDIC are collectively referred to hereinafter as
the “Banking Regulators”).


c)              The
major tasks to be performed by Carpenter will include:


i)                 Strategy













(1)          Development
of an overall strategy for the appropriate corporate structure and approval of
the BHC, considering current regulatory policies and the specific plans and
resources of Client.


(2)          Development
of an overall strategy for approval of the new charter, considering current
regulatory policies and the specific plans and resources of Client.


(3)          Identification
of strengths and areas requiring improvement in the proposed location, management, Board of Directors, and business plan,
and providing suggestions for remediation of areas
requiring improvement.


ii)              Regulatory
Consulting


(1)          Advice
as to current regulatory practice and procedure with respect to approval of new
bank charters and the registration of related bank holding companies.


(2)          Communication
with the Banking Regulators, as appropriate, during the application phase.


(3)          Attendance
at an application pre-filing conference with the Banking Regulators, and at
such other regulatory meetings as are appropriate and necessary.


iii)           Board
of Directors and Management


(1)          At
the specific request of the Client, Carpenter, either directly or through the
services of a qualified executive recruitment firm specializing in financial
institutions, shall seek to identify and recruit specific senior officers and
directors to complete or strengthen the Board of Directors or management team.


(2)          Assistance
in preparing the proposed president and/or CEO’s biographical data and, if
appropriate and necessary, development of a case supporting the candidate’s
approvability for the position of CEO of the bank.


(3)          Advice
on developing a balanced and approvable Board of Directors.


(4)          Advice
on the overall approvability of the management team, including the CEO, CFO,
and CCO, and on potential improvements.


(5)          Advice
on the form and market rates of compensation for the senior management team.


(6)          Advice
on the volume and type of options to be granted under the stock option plan to
officers and directors.


(7)          Training
senior officers and directors for the pre-filing meeting with the Banking
Regulators, and for the field examination interviews conducted by representatives
of the Banking Regulators.


(8)          Attendance
at other selected meetings with the Board of Directors.


iv)          Preparation
and Filing of The Applications


(1)          Preparation
of the economic documentation, banking and other data necessary to complete and
file the charter application with the Appropriate Regulator.


(2)          Assistance
in the development and preparation of the business plan for the bank.


(3)          Advice
on appropriate levels of initial capitalization given the business plan
assumptions.



 2
 









(4)          Preparation
of the pro forma bank financial statements for the first three years of
operation.


(5)          Analysis
of community needs and completion of demographic analysis as required by the
Appropriate Regulator and the FDIC to assess the public need for and
convenience of a new bank.


(6)          Assistance
in the preparation of the bank’s policies and procedures to be filed with the
applications.


(7)          Assistance
in preparing the Interagency Biographical and Financial Report and ancillary forms
for each director, senior officer, and significant shareholder of the proposed
bank.


(8)          Preparation
of the application for FDIC deposit insurance.


(9)          Preparation
of the application for registration of the BHC with the FRS.


(10)    Assembly
and submission of the charter, deposit insurance and BHC registration applications
to the Banking Regulators.


(11)    Assistance
in responding to any deficiencies noted or questions posed by the Banking
Regulators after the applications have been filed.


(12)    Such
other general consulting and assistance as is reasonably connected to the purposes
of this Agreement.


2)             CAPITALIZATION
SERVICES 


a)              The
Client will seek to raise the capital required as a condition of approval to
open the Bank through a private placement (the “Offering”) of the common stock of
the BHC (the “Securities”).  SCC shall
assist the Client in this process as follows.


i)                 Strategy


(1)          Assist the
Client in the development of its overall marketing plan and strategy for the
Offering and sale of the Securities to investors (“Investors”).


(2)          Assist the
Client in the development of specific plans, timelines, and benchmarks for
measurement of success.


ii)              Investor Identification and Stratification


(1)          Stratify
and analyze the target local Investor population.


(2)          Develop
marketing approaches for each major sub-group of Investors.


(3)          Incorporate
the results of stratification into the strategy for completion of the Offering.


iii)           Marketing and Sales Materials


(1)          Assist
in developing the financial and operational argument for investment in the
Offering, with supporting investment and return analysis from comparable
banking institutions.


(2)          In
conjunction with the Client, develop the presentation and other supporting
materials to be used by the Bank and SCC in meetings with and presentations to potential
Investors.



 3
 









iv)          Participation in Sales Events.


(1)          Provide assistance in presentations to potential Investors
on a schedule to be mutually agreed to.


(2)          Coordinate development of the sales event schedule with
Client.


(3)          Assist as requested in planning for specific sales events.


(4)          Assist
in further presentations to Investors as reasonably required.


v)             Management Consulting


(1)          Provide
planning, training and tracking assistance to the Client through the completion
of the Offering.


(2)          Coordinate
with Client and Client’s other advisors in the preparation of an offering
circular, and related marketing and sales materials.


(3)          Provide
Client director and officer training sessions on the offering process,
responsibilities, and effective Investor identification and closing methods.


(4)          Assistance
in closing Investors’ subscriptions, including information agency services,
advising on IRA/Keogh issues, and meeting with bankers, Board, and the
investors as reasonably necessary.


b)             SCC’s
involvement in the Capitalization Services shall be pursuant to terms and
conditions (excluding compensation and the basic description of services to be
rendered) that shall be described in a separate written agreement to be entered
into by the Client and SCC in connection with the commencement of delivery of
the Capitalization Services.  It is
further subject to receipt of all required regulatory approvals of the terms
and arrangements for such services by applicable regulatory bodies.


c)              Notwithstanding
the foregoing or the terms of any separate written agreement describing the
terms and conditions pursuant to which SCC shall deliver its capitalization
services, the Client agrees and acknowledges that (i) any offering undertaken
by SCC on behalf of the Client shall be conducted on a best efforts basis, (ii)
shall not be underwritten, and (iii) that no guarantee of performance or sales
success has or shall be given by SCC or relied upon by the Client.


3)             ONGOING SERVICES 


a)              Following
opening of the Bank and at the specific written request of the Bank, Carpenter and
SCC shall provide the Bank and the BHC with ongoing consulting and financial
advisory services to assist management and the Boards of Directors in enhancing
and increasing shareholder value.  These
services are described more fully below.


i)                 Strategic
Consulting Services


(1)          Following
opening of the Bank, Carpenter shall provide the Bank and the BHC with a written
quarterly report on financial performance of the Bank and the Bank’s common
stock as follows:



 4
 









(a)          Financial
characteristics, including balance sheet and income statement composition, ALCO
policy and asset-liability profile, asset quality indicators, and the
components of income and expense of the Bank;


(b)         Comparative review
of performance of the Bank, with emphasis on relative performance compared to
other de novo Banks;


(c)          Business lines,
including both asset and liability products and services, focusing on issues of
diversification, income generation, and risk/reward balance;


(d)         Common stock
comparative performance, including the use of valuation indicators derived from
a review of other comparable bank stocks; and


(e)          Upon request, identification
and evaluation of alternative sites for future branch expansion.


(2)          Carpenter
personnel shall be available to the Bank and the BHC for a reasonable amount of
time to discuss the results of this quarterly analysis, and to provide other
ongoing strategic advice, as necessary and appropriate.  Further, at least annually, Carpenter shall
meet with the Board of Directors of both the Bank and the BHC to present a
review of the information and analysis described above, and offer consulting
and strategic comments based on that analysis.


ii)              Financial
Advisory Services


(1)          During
the term hereof, Carpenter or SCC (as Carpenter may decide in compliance with
applicable law and regulation) shall provide ongoing financial advisory
services to the
BHC and the Bank, advising with respect to further offerings of
securities or other capital placement by the Client, and advising with respect
to potential Business Combinations (defined below) (all collectively described
as “Strategic Transactions”)


(a)          “Business
Combination” means (a) any merger, consolidation, reorganization or other
business combination pursuant to which the business of the Client is combined
with or comes under common control with that of a Second Party, or (b) the
acquisition, directly or indirectly, by a Second Party of more than 24.9% of
the capital stock, or a all or a substantial portion of the assets of the
Client, by way of tender or exchange offer, negotiated purchase or otherwise,
whether effected, in any such case, in one transaction or a series of
transactions.


b)             Carpenter’s
and SCC’s Ongoing Services as described herein shall be pursuant to terms and
conditions (excluding compensation and the basic description of services to be
rendered) that shall be described in separate written agreements to be entered
into by the Client and Carpenter or SCC in connection with the commencement of delivery
of the Ongoing Services.



 5
 









4)             COMPENSATION


a)              Application
Services


i)                 The
total fees for Application services will be $115,000.  Payment is based upon the following schedule:


(1)          $55,000
as an initial fee, due and payable upon signing of this Agreement.


(2)          $30,000
in-progress fee due forty-five days after receipt of the initial fee.


(3)          $30,000
fee due upon filing of the application with the Appropriate Regulator.(1)


ii)              Additional
fees for Application services will be required for unusual delays caused by the
Client, or for material changes to the application which require a significant
update of the financial institution, community or director data.


b)             Capitalization Services


i)                 Compensation to
Carpenter or SCC for Capital Services shall be paid as follows:


(1)          Sales Management Fee:  Upon closing of the Offering, the Client
shall pay a sales management fee equal to the lesser of (a) 1% of the gross
Offering proceeds and (b) $125,000.


(2)          Sales and Placement
Fee: Upon closing of the Offering, the Client shall pay a sales and
placement fee equal to 5% of the gross Offering proceeds collected from any
investors identified by SCC.


c)              Ongoing Services 


i)                 Following receipt
of a request from the Client for delivery of the ongoing Strategic Consulting
Services, the Client shall pay, as compensation for the Strategic Consulting Services,
a fee of $5,000 per calendar quarter, following opening of the Bank.


ii)              Compensation for
advice with regard to Strategic Transactions shall be as follows:


(1)          Following receipt of a
request from the Client for delivery of services in connection with either a
further offering of common stock or other capital placement, SCC shall be paid
fees on terms comparable to those paid for similar services to other firms
engaged in similar activities.






(1)  These fees are exclusive of any filing fees required by
the Appropriate Regulator, which will be paid separately by the Client.  Applications filed with state or OCC
regulatory authorities have filing fees ranging from $7,500 to $25,000.  The application to the FDIC for insurance of
accounts does not currently have a filing fee. 



 6
 









(2)          Without regard to
whether the Client requests that Carpenter provide financial advisory services,
if during the period Carpenter and SCC are retained by the Client hereunder or
within 12 months thereafter (a) a Business Combination is consummated with any
Second Party identified by Carpenter or SCC as potentially interested in a
Business Combination with the Client; or (b) the Client enters into a
definitive agreement to engage in a Business Combination with any Second Party
identified by Carpenter or SCC as potentially interested in a Business
Combination with the Client, the Client shall pay Carpenter a non-refundable
fee in an amount equal to 3% of the first $5 million of the Aggregate Purchase
Price (defined below), and 2% of all sums above $5 million of the Aggregate
Purchase Price (defined below), all payable at the closing of the Business
Combination.


(a)          “Aggregate Purchase
Price” shall mean an amount equal to the sum of (a) the consideration agreed to
be paid or exchanged for each outstanding share of each class of stock of the
Company, plus (b) the consideration to be paid with respect to shares underlying
unexercised options, warrants or other rights to purchase shares of any class
of the Company’s securities minus any applicable exercise or strike price plus
(c) the amount of any debt assumed (directly or indirectly) or repaid in
connection with the Business Combination, plus (d) the net present value of any
contingent payments (whether or not related to future earnings or operations
and including payments to executive personnel in respect of salary, bonus or
retention agreements) calculated based upon the assumption that the maximum
aggregate amount or any consideration pursuant to the contingent payment provisions
is received, plus (e) any extraordinary dividends or distributions paid on or
prior to the closing in connection with the Business Combination.


(3)          All fees arising from Strategic
Transactions are payable at closing of the related Strategic Transaction.


d)            Executive
Recruitment 


i)                 Compensation
for recruitment of directors or senior officers shall be payable at the rate of
$15,000 per director recruited, and industry standard fees for each senior
officer.


ii)              Compensation
for executive and director recruitment shall be payable upon opening of the Bank.


iii)           Carpenter’s
services in connection with executive recruitment shall be pursuant to terms
and conditions that shall be described in a separate written agreement to be
entered into by the Client and Carpenter in connection with the commencement of
such services.


iv)          In
its discretion, Carpenter may choose to use the services of a qualified
third-party executive recruitment firm in connection with these services.  In such event, the fees payable for a
successful search shall be paid by Carpenter to the search firm and no portion
of such fee shall be retained by Carpenter.



 7
 









5)             EXPENSE
REIMBURSEMENT


The Client will reimburse
Carpenter and SCC for its reasonable out-of-pocket expenses including travel and
related costs incurred in connection with or arising out of their  activities under or contemplated by this
Agreement. Such reimbursement, which is in addition to any compensation payable
by the Client to Carpenter or SCC under this Agreement, shall be billed from
time to time and paid within 30 days of submission.  Expenses for each of the Application Services
and Capitalization Services phases shall not exceed $10,000 without the Client’s
consent.  Expenses for the Ongoing
Services phase shall be determined by agreement of the parties at the time of
commencement of any Ongoing Services activity.


6)             TERM


a)              This
agreement is effective as of the date first above written, and shall remain
effective until that date which is three years from the date of opening of the
Bank.  At that time and at each future
expiration date, unless Carpenter or Client shall have provided the other party
with written notice of its intention not to renew this Agreement within at
least 30 days of the expiration date, this Agreement shall automatically renew
for additional successive one year terms.


7)             INDEMNIFICATION


a)              The
Client agrees to indemnify and hold Carpenter, SCC and their affiliates and
their respective partners, directors, officers, employees, agents, and
controlling persons (each such person being an “Indemnified Party”) harmless
from and against any and all losses, claims, damages, expenses and liabilities,
joint or several, to which such indemnified Party may become subject under
applicable state or federal law, or otherwise, arising out of any actual or
proposed Business Combination or Capital Placement, or the retention of
Carpenter and SCC, or the services performed under this agreement by Carpenter
or SCC, and will promptly reimburse such Indemnified Party for all expenses
(including reasonable counsel fees and expenses) upon written request made from
time to time, including expenses incurred in connection with the investigation
of, preparation for, or defense of any pending or threatened claim or any
action or proceeding arising therefrom, whether civil, criminal, administrative
or investigative in nature, and whether or not such indemnified Party is a
party.  The Client will not be liable
under this indemnification provision to the extent that any loss, claim, damage,
liability, or expense is found in a final judgment by a court of competent
jurisdiction to have resulted primarily from Carpenter’s or SCC’s bad faith,
gross negligence, or willful misconduct.


b)             The
Client agrees to notify Carpenter and Carpenter and SCC agree to notify the Client
promptly of the assertion against either of them or any other person of any
claim or the commencement of any action or proceeding relating to any
transaction contemplated by this agreement.


c)              If
any indemnification or reimbursement sought under this provision were for any
reason not available to any Indemnified Party or insufficient to fully
indemnify it as and to the



 8
 









extent
contemplated by this provision, the Client will contribute to the amounts paid
or payable by such Indemnified Person in a proportion that appropriately
reflects the relative benefits to the Client and its equity owners on the one
hand, and Carpenter or SCC on the other, in connection with the matters to
which such indemnification or reimbursement relates and the relative faults of
such parties, as well as any other equitable considerations. The Client,
Carpenter and SCC agree that it would not be just and equitable if this
contribution were determined by pro rata allocation or any other method that
does not take into account such equitable considerations.  The relative benefits to the Client and its
equity owners and to Carpenter with respect to the services to be provided
under this Agreement will be deemed to be in the same proportion as (i) the
anticipated total proceeds of any capital offering (whether or not consummated
or); and (ii) the total proceeds of any M & A transaction (whether or not
consummated) as compared to (iii) the aggregate compensation actually paid to
Carpenter in connection with the services provided under this Agreement.  In no event will the Client contribute less
than the amount necessary to ensure that all Indemnified Parties, in the
aggregate, are not liable for any amounts in excess of the aggregate amount of
compensation actually received by Carpenter under this Agreement.


d)             In
no event shall Carpenter be liable for any amount in excess of the aggregate
amount of compensation actually received by Carpenter under this agreement.


e)              The
Client agrees to notify Carpenter and SCC, and Carpenter and SCC agree to
notify the Client promptly of the assertion against it or any other person of
any claim or the commencement of any action or proceeding relating to any
transaction contemplated by this agreement.


f)                In
the event Carpenter or SCC appears as a witness in any action brought against
the Client in which an Indemnified Party is not named as a defendant, the
Client agrees to reimburse Carpenter or SCC for all reasonable expenses
incurred and time expended by it in connection with its appearing as a witness.


8)             CONFIDENTIALITY


a)              During
the course of this Agreement, the Client may learn from Carpenter or SCC data,
discoveries, know-how, ideas, and other information which Carpenter considers
to be proprietary and confidential, for example information relating to its
internal processes, methods, documents, programs, operations, customers, and
present and future business or marketing plans of Carpenter or SCC (“Confidential
Information”).  Except as authorized by
Carpenter in writing, the Client agrees to keep confidential and not to use,
except in connection with the services to be provided under this Agreement all
Confidential Information.   All Confidential Information (and any copies
and notes thereof) shall remain the sole property of Carpenter.  Notwithstanding the foregoing, however, no
obligation of confidentiality shall apply to the extent Confidential
Information (i) is or becomes available to the public through no breach of this
Agreement by the Client; (ii) is obtained by the Client from a third party who
had the legal right to disclose the information to the Client; (iii) is already
in the possession of the Client on the date this Agreement becomes effective;
or



 9
 









(iv) is required
to be disclosed by law, government regulation, or court order. The obligation
of confidentiality with respect to Confidential Information shall continue for three
years beyond the date of this Agreement.


9)             OTHER
TERMS


a)              The
parties agree that (i) in the event of incorporation of the BHC, it shall become
a party to this Agreement, and (ii) upon approval of the charter application by
the Appropriate Regulator, the Bank shall become a party to this Agreement,
and, by written confirmation at that time, each of the BHC, if incorporated,
and the Bank shall assume their appropriate benefits and obligations as described
in this Agreement.


b)             The
Client acknowledges that while Carpenter shall provide advice and consultation
with respect to obtaining approval of the BHC and the Bank, no warranty,
expresses or implied, of the approval of any application is made by Carpenter.


c)              The
parties agree to take such further action as may be necessary and to execute
any further documentation that may be required (meeting customary industry
standards), in connection with future implementation of the additional services
described in this Agreement.


d)             The
Client acknowledges that it is not relying on the advice of Carpenter for tax,
legal or accounting matters, it is seeking and will rely on the advice of its
own professionals and advisors for such matters and it will make an independent
analysis and decision regarding any action taken based upon such advice.


e)              In
the event that an action or suit is brought to declare or enforce any term
hereof or any obligation created hereunder, the prevailing party shall be
entitled to recover from the losing party all reasonable costs and expenses
incurred or sustained by such prevailing party in connection with such suit or
actions, including attorney’s fees, costs and the prevailing statutory interest
from the other party.


f)                This
agreement embodies the entire understanding of the parties with respect to the
engagement of Carpenter, and both parties specifically acknowledge the
termination of the Initial Agreement as of the date first above written.  This agreement may be modified or amended only
by an instrument in writing signed by both parties.


g)             THIS
AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT
REGARD FOR CONFLICTS OF LAWS PRINCIPLES. 
THE CLIENT HEREBY EXPRESSLY CONSENTS TO THE PERSONAL JURISDICTION OF THE
STATE AND FEDERAL COURTS LOCATED IN THE STATE OF CALIFORNIA FOR ANY LAWSUIT
ARISING FROM OR RELATING TO THIS AGREEMENT.


h)             If
one or more of the provisions in this Agreement are deemed void by law, then the
remaining provisions will continue in full force and effect.



 10
 









i)                 All
parties acknowledge and agree that each of: (1) the parties are executing this
Agreement voluntarily and without any duress or undue influence; (2) the
parties has carefully read this Agreement and has asked any questions needed to
understand the terms, consequences, and binding effect of this Agreement and
fully understands them; and (3) the parties has sought the advice of an
attorney of their respective choice if so desired prior to signing this
Agreement.


If the foregoing
is in accordance with your understanding, please sign and return to us one
counterpart of this Agreement, whereupon this Agreement shall constitute a
binding agreement between the Client, Carpenter and SCC.


	
  CCFW Inc dba

  	
   

  
	
  CARPENTER
  & COMPANY

  	
  SB ORGANIZING GROUP

  
	
   

  	
   

  
	
   

  	
   

  
	
    /s/
  John D. Flemming

  	
   

  	
             /s/
  Jeffrey M. Watson

  	
   

  
	
  By:

  	
  John D. Flemming

  	
   

  	
  By:

  	
  Jeffrey M. Watson

  
	
  Its:

  	
  President

  	
   

  	
  Its:

  	
  President and CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
  SEAPOWER
  CARPENTER CAPITAL, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
    /s/
  John D. Flemming

  	
   

  	
   

  
	
  By:

  	
  John D. Flemming

  	
   

  	
   

  
	
  Its:

  	
  President

  	
   

  	
   

  
						



 



 11