**EMPLOYMENT
AGREEMENT**
 
 
 This
Employment Agreement dated as of January 1, 2005 is by and between Patriot
National Bank, a national banking association ("Patriot") and Marcus Zavattaro
(the "Executive").
 
 **RECITALS**
 
 Patriot
desires to employ the Executive and to have the benefit of his skills and
services, and the Executive desires to be employed by Patriot on the terms and
conditions set forth herein.
 
 NOW,
THEREFORE, in consideration of the mutual promises, terms, covenants and
conditions set forth herein, and the performance of each, the parties, intending
legally to be bound, hereby agree as follows:
 
 
 **AGREEMENTS**
 
 **Section
1.**  **Definitions.** For
purposes of this Agreement, the following terms have the meanings set forth
below:
 
 " Board " means
the Board of Directors of Patriot as same is constituted from time to
time.
 
 " Business " means
the business operations of the Residential Lending Group of Patriot National
Bank, which consists of the residential mortgage brokerage origination business
as it exists on the date hereof.
 
 " Cause " means
(a) the commission by the Executive of any act, on or after the date of this
Agreement, constituting, as to any cash funds or other receipts of Patriot, or
any material property of Patriot or any other Person, (i) theft, (ii)
embezzlement, (iii) fraud, (iv) gross misconduct, (v) dishonesty or (vi) or
misappropriation of material property under applicable law; (b) the conviction
of the Executive of (i) a crime resulting in material injury to the business or
property of Patriot or (ii) a felony; (c) the material breach by the Executive
of this Agreement, including but not limited to the failure by the Executive to
follow all reasonable and lawful directions of the Board as to any material
matter, or the taking of any action by the Executive that would be reasonably
likely to cause material injury to Patriot or that would be in conflict with any
material interest to Patriot within a reasonable period of time following
Executive's receipt of written notice thereof by Patriot, which notice is
sufficiently specific so as to permit Executive reasonably to cure such
misconduct; or (d) the misuse or unlawful use of drugs, alcohol or other
controlled substances in contravention of written policies of Patriot that are
applicable to all employees of Patriot.
 
 
 " Confidential
Information " means
information that was or is used, developed or obtained by Patriot in connection
with its business, including (a) products or services, (b) fees, costs and
pricing structures, (c) analyses, (d) computer software, including operating
systems, applications and program listings, (e) flow charts, manuals and
documentation, (f) data bases, (g) accounting and business methods, (h)
inventions, devices, new developments, methods and processes, whether patentable
or unpatentable and whether or not reduced to practice, (i) other copyrightable
works, (j) all technology and trade secrets, and (k) all similar and related
information in whatever form or medium. Notwithstanding the foregoing, this
Agreement imposes no obligation upon the Executive with respect to Confidential
Information which (a) was known to the Executive before receipt from Patriot,
(b) is or becomes publicly available through no fault of the Executive, (c) is
disclosed to the Executive by a third party without a duty of confidentiality on
the part of the third party to Patriot, (d) is subsequently independently
developed by the Executive without a breach of this Agreement, or (e) is
required to be disclosed by the Executive in a judicial or administrative
proceeding, provided that the Executive gives Patriot reasonable advance notice
of such required disclosure so that Executive may contest the disclosure or seek
a protective order.
 
 " Effective
Date " means
the date of this Agreement.
 
 " Employment
Period " has the
meaning set forth in Section 5 of this Agreement.
 
 " Executive " means
Marcus Zavattaro.
 
 " Permanent
Disability " shall
have occurred if as a result of physical or mental incapacity, the Employee
shall have been incapable of performing Employee's duties hereunder for a period
in excess of 120 consecutive days in any 6 month period, or an aggregate of 240
days in any 12 month period.
 
 " Person " means
an individual, a partnership, a corporation, a limited liability company, an
association, a trust, a joint venture, an unincorporated organization and a
governmental entity or any department, agency or political subdivision
thereof.
 
 " RLG " means
the Residential Lending Group of Patriot.
 
 " Reimbursable
Expenses " has the
meaning set forth in Section 4.4 of this Agreement.
 
 " Subsidiary " means,
with respect to any Person, any corporation, partnership, limited liability
company, association or other business entity of which (a) if a corporation, a
majority of the total voting power of shares of stock entitled (without regard
to the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by that Person or a combination thereof, or (b) if a partnership,
limited liability company, association or other business entity, a majority of
the partnership or other similar ownership interests thereof is at the time
owned or controlled, directly or indirectly, by that Person or one or more
Subsidiaries of the Person or a combination thereof. For purposes of this
Agreement, a Person or Persons will be deemed to have a majority ownership
interest in a partnership, limited liability company, association or other
business entity if such Person or Persons are allocated a majority of
partnership, limited liability company, association or other
 
 2
 business
entity gains or losses or control the managing director or member or general
partner of such partnership, limited liability company, association or other
business entity.
 
 " Termination
Date " shall
mean December 31, 2005.
 
 
 **Section
2.**  **Employment.** Patriot
hereby employs the Executive, and the Executive hereby accepts employment with
Patriot, upon the terms and conditions set forth in this Agreement, for the
Employment Period provided in Section 5.
 
 
 **Section3.**  **Position
and Duties.**
 
 3.1  Position. The
Executive shall hold the position of Executive Vice President of Patriot
National Bank, and the title Division Sales Manager of the Residential Lending
Group of Patriot National Bank. During the Employment Period, the Executive will
perform such reasonable executive and management duties as may, from time to
time, be determined and assigned to him by the Chairman, Chief Executive
Officer, President and/or the Management Committee of Patriot National Bank,
which duties shall be similar to the services the Executive rendered to RLG in
the past and shall relate primarily to the residential real estate mortgage
origination business of Patriot and its affiliates. Patriot shall not require
the Executive to relocate to any office of Patriot outside of Fairfield County,
Connecticut.
 
 3.2  Performance
of Duties; Other Activities. The
Executive shall devote his best efforts, attention and skills toward performing
his duties on behalf of Patriot, and his full business and professional time to
fully and faithfully perform such duties and responsibilities to the best of his
abilities in a diligent, trustworthy, businesslike and efficient manner. The
Executive shall do such traveling as may reasonably be required in connection
with the performance of his duties and responsibilities hereunder, provided that
the Executive will not be assigned to regular duties such as would require him
to relocate his permanent residence.
 
 3.3  Reporting. The
Executive will report to the Chairman, Chief Executive Officer, President and/or
the Management Committee of Patriot National Bank.
 3
 **Section
4**  **Compensation
and Benefits.**
 
 4.1  Compensation. The
compensation payable to the Executive by Patriot during the Employment Period is
set forth on Schedule A hereto.
 
 4.2  Executive
Stock Purchases and Stock Options. The
Executive may be granted options and opportunities to purchase Patriot Common
Stock consistent with stock purchase plans and option plans provided to senior
management of Patriot and as may be awarded in the sole discretion of Patriot's
Board of Directors from time to time.
 
 4.3  Benefits. In
addition to the aforesaid compensation, the Executive shall be entitled to be
included under the same rules or restrictions in any employee welfare and
retirement plan or program of Patriot generally available to its employees and
or officers, including, without limitation, plans for hospital services, medical
services benefits, sick pay, dental and other health plans, as well as the
following benefits during the Employment Period:
 
 (a)
    four
      weeks of paid vacation per year during the Employment
    Period;(b)
    five
      personal/sick days per year;(c)
    participation
      in the 401K Plan of Patriot consistent with the participation afforded
      other similarly positioned Patriot
executives.
 
 
 4.4  Expenses. Patriot
shall reimburse the Executive for any and all reasonable expenses incurred by
him in the course of performing his duties under this Agreement which are
consistent with Patriot's policies in effect from time to time with including
business travel, entertainment, mileage expenses and other business expenses
("Reimbursable Expenses"), subject to Patriot's requirements with respect to
reporting and documentation of expenses.
 
 
 **Section
5**  **Employment
Period and Termination.**
 
 5.1  Employment
Period. The
Executive's employment hereunder shall commence on the Effective Date, and,
unless renewed or modified by written agreement between Patriot and the
Executive, the Employment Period will terminate on the "Termination Date"; provided ,
however, that (a) the Employment Period shall terminate prior to such date upon
the Executive's death or Permanent Disability, and (b) the Employment Period may
be terminated by Patriot at any time prior to such date, if such termination
shall be for Cause. The Executive and Patriot agree to begin negotiations to
renew this employment agreement by September 15, 2005 and to use their best
efforts to
 
 4
 complete
negotiations by October 15, 2005 provided, however, that neither the Executive
nor Patriot shall have any legal obligation to renew this employment
agreement.
 
 5.2  Unjustified
Termination. Except
as otherwise provided in Section 5.3 below, if the Employment Period shall be
terminated by Patriot prior to the Termination Date for any reason other than
(a) for Cause, or (b) as a result of the death or Permanent Disability of the
Executive (collectively, an "Unjustified Termination"), the Executive shall, so
long as the Executive has not breached and does not breach the provisions of
Sections 6, 7 or 8 of this Agreement, be entitled to receive during the
unexpired portion of the Employment Period (i) continuation of his compensation,
(ii) reimbursement of all Reimbursable Expenses incurred by the Executive prior
to the termination of the Employment Period, and (iii) continuation of all
medical benefits.
 
 5.3  Justified
Termination. If the
Employment Period shall be terminated by Patriot prior to the Termination Date
(a) for Cause, (b) as a result of the Executive's resignation, or (c) as a
result of the death or permanent disability of the Executive (collectively, a
"Justified Termination"), the Executive shall be entitled to receive his
compensation through the date of termination and reimbursement of all
Reimbursable Expenses incurred by the Executive prior to the termination of the
Employment Period. A termination for Cause shall become effective on the date
designated by Patriot.
  5.4  Benefits. Except
as otherwise required by law, all of the Executive's rights to fringe benefits
under this Agreement, if any, accruing after the termination of the Employment
Period as a result of a Justified Termination will cease upon such Justified
Termination.
 
 
 **Section
6.**  **Non-Competition
Agreement.**
 
 (a) 
The Executive covenants and agrees that during the Employment Period, and for a
period of 1 year following the Termination Date (the "Restricted Period") for
any reason (excluding an Unjustified Termination by Patriot) of such employment,
he will not, without the prior written consent of Patriot, on his own behalf or
in the service or on behalf of others anywhere in Westchester, Nassau or Suffolk
counties in the State of New York or in the State of Connecticut as an owner,
manager, stockholder (except as a holder of no more than 1% of the issued and
outstanding stock of a publicly traded company) consultant, director, officer,
principal partner, agent or employee of any business entity, participate in the
development or provision of goods or services in the area of residential
conforming and non-conforming mortgage origination. The enforcement, which is at
the discretion of Patriot, of this Section 6, for the period following the
Termination Date, as a result of either (i) a non-renewal of the Employment
Period under Section 5.1, or (ii) an Unjustified Termination under Section 5.2,
shall be conditioned upon Patriot paying to the
 
 5
 Executive
the compensation payable under Section 4.1, Schedule A #1 - Salary/ Commission
during the entire Restricted Period (at 75% of the amount and in the same manner
as paid during the final year immediately preceding the Employment
Period).
 
 (b)  The
Executive covenants and agrees that during the Restricted Period, the Executive
will refrain from interfering with the employment relationship between Patriot
and its employees and will not solicit any of such employees for employment by
an entity other than Patriot.
 
 
 **Section
7**  **Delivery
of Materials Upon Termination of Employment.** As
requested by Patriot from time to time and upon the termination of the
Executive's employment with Patriot for any reason, the Executive will promptly
deliver to Patriot all copies and embodiments, in whatever form or medium, of
all Confidential Information in the Executive's possession or within his control
irrespective of the location or form of such material and, if requested by
Patriot, will provide Patriot with written confirmation that all such materials
have been delivered to Patriot.
 
 
 **Section
8.**  **Nondisclosure
and Non-use of Confidential Information.** The
Executive will not, at any time, disclose or use any Confidential Information of
which the Executive is or becomes aware, whether or not such information is
developed by him, except to the extent that such disclosure or use is directly
related to and required by the Executive's performance of duties assigned to the
Executive pursuant to this Agreement.
 
 
 **Section
9.**  **Affiliates;
Equitable Relief** . The
Executive acknowledges that a breach or threatened breach by him of any of his
covenants contained in Sections 6, 7 and 8 of this Agreement could cause
irreparable harm to Patriot for which it would have no adequate remedy at law.
Accordingly, and in addition to any remedies which Patriot may have at law, in
the event of an actual or threatened breach by the Executive of his covenants
contained in Sections 6, 7 and 8 of this Agreement, Patriot shall have the
absolute right to apply to any court of competent jurisdiction for such
injunctive or other equitable relief as such court may deem necessary or
appropriate in the circumstances.
 
 **Section
10.**  **No
Prior Agreements.** The
Executive hereby represents and warrants to Patriot that the execution of this
Agreement by Executive, his employment by Patriot, and the performance of his
duties hereunder will not violate or be a breach of any agreement with a former
employer, client, or any other Person. Further, Executive agrees to indemnify
and hold harmless Patriot and its officers, directors, and representatives for
any claim, including, but not limited to, reasonable attorney's fees and
expenses of investigation, of any such third party that such third party may now
have or may hereafter come to have against Patriot or such other persons, based
upon or arising out of any
 
 6
 non-competition
agreement, invention, secrecy, or other agreement between Employee and such
third party that was in existence as of the date of this Agreement. To the
extent that Employee had any oral or written employment agreement or
understanding with Patriot, this Agreement shall automatically supersede such
agreement or understanding, and upon execution of this Agreement by Employee and
Patriot, such prior agreement or understanding automatically shall be deemed to
have been terminated and shall be null and void.
 
 **Section
11**  **Miscellaneous.**
 
 11.1  Remedies. The
parties to this Agreement shall have all rights and remedies set forth in this
Agreement, all rights and remedies which either party has been granted at any
time under any other agreement or contract and all of the rights which either
has under any law. Both parties will be entitled to enforce such rights
specifically, without posting a bond or other security, to recover damages by
reason of any breach of any provision of this Agreement and to exercise all
other rights granted by law or available in equity.
 
 11.2  Waivers
and Amendments. The
provisions of this Agreement may be amended or waived only by a written
agreement executed and delivered by Patriot and the Executive. No other course
of dealing between the parties to this Agreement or any delay in exercising any
rights hereunder will operate as a waiver of any rights of any such
parties.
 
 11.3  Successors
and Assigns. All
covenants and agreements contained in this Agreement by or on behalf of any of
the parties hereto and their respective heirs, executors, administrators,
personal representatives, successors and assigns, whether so expressed or not;
provided that the Executive may not assign his rights or delegate his
obligations under this Agreement without the written consent of
Patriot.
 
 11.4  Severability. Whenever
possible, each provision of this Agreement will be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of this
Agreement is held to be prohibited by or invalid under applicable law, such
provision will be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of this Agreement.
 
 11.5  Counterparts. This
Agreement may be executed simultaneously in two or more counterparts, any one of
which need not contain the signatures of more than one party, but all of which
counterparts taken together will constitute one and the same
agreement.
 
 11.6  Descriptive
Headings . The
descriptive headings of this Agreement are inserted for convenience only and do
not constitute a part of this Agreement.
 
 7
  11.7  Notices. All
notices, demands or other communications to be given or delivered under or by
reason of the provisions of this Agreement will be in writing and will be deemed
to have been given when delivered personally to the recipient, two business days
after the date when sent to the recipient by certified or registered mail,
return receipt requested and postage prepaid. Such notices, demands, and other
communications will be sent to the Executive and to Patriot at the addresses set
forth below.
 If to the
Executive:
 
 Marcus
Zavattaro
 c/o
Residential Lending Group of Patriot National Bank
 1177
Summer Street
 Stamford,
CT 06905
 
 And
 
 Marcus
Zavattaro
 1
Highmeadow Road
 Old
Greenwich, CT 06870
 
 If to
Patriot:
 
 Patriot
National Bank
 900
Bedford Street
 Stamford,
CT 06901
 Attn:
Chairman
 
 or to
such other address or to the attention of such other Person as the recipient
party has specified by prior written notice to the sending party.
 
 
 11.8  No
Third Party Beneficiary. This
Agreement will not confer any rights or remedies upon any person other than
Patriot, the Executive and their respective heirs, executors, administrators,
personal representatives, successors and permitted assigns.
 
 11.9  Entire
Agreement. This
Agreement constitutes the entire agreement among the parties and supersedes any
prior understandings, agreements or representations by or among the parties,
written or oral, that may have related in any way to the subject matter
hereof.
 
 11.10  Construction. The
language used in this Agreement will be deemed to be the language chosen by the
parties to express their mutual intent, and no rule of strict construction will
be applied against any party. Any reference to any federal, state, local or
 
 8
 foreign
statute or law will be deemed also to refer to all rules and regulations
promulgated thereunder, unless the context requires otherwise. The use of the
word "including" in this Agreement means "including without limitation" and is
intended by the parties to be by way of example rather than
limitation.
 
 11.11  Life
Insurance. The
Executive agrees that Patriot shall have the right to obtain life insurance on
the Executive's life, at the sole expense of Patriot, as the case may be, and
with Patriot as the sole beneficiary thereof. The Executive shall (a) cooperate
fully in obtaining such life insurance, (b) sign any necessary consents,
applications and other related forms or documents and (c) take any reasonably
required medical examinations.
 
 11.12  Survival. Sections
6, 7, 8 and 9, of this Agreement will survive and continue in full force in
accordance with their terms notwithstanding any termination of the Employment
Period.
 
 IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date
first above written.
  PATRIOT
      NATIONAL BANKBy: 
      /s/ Angelo De CaroIts Chairman/s/ Marcus ZavattaroMarcus Zavattaro
  9
  SCHEDULE
A
 
 **Compensation**
 
 Residential
Lending Group
 
 1.  Salary /
Commission. The Executive shall receive sixty (60%) percent of the fee income
generated by the Residential Lending Group of Patriot National Bank from
mortgage transactions for customers directly obtained by the Executive. The
annual amount payable pursuant to the preceding sentence shall not exceed Four
Hundred Thousand ($400,000.00) Dollars per year, but shall not be less than One
Hundred Fifty Thousand ($150,000.00) Dollars per year. This salary will be
payable by Patriot in regular installments in accordance with the general
payroll practices of Patriot as in effect from time to time, initially at the
rate of One Hundred Fifty Thousand ($150,000.00) Dollars per year until such
time as Two Hundred and Fifty Thousand ($250,000.00) Dollars in fee income has
been generated, and thereafter, such draw rate will be adjusted to reflect
actual monthly fee income generation.
  The
Executive shall not be entitled to receive salary/commissions in respect of new
lines of business generated within the Residential Lending Group of Patriot
National Bank (for example, warehouse lending), provided that any such
additional or new business generated by the Executive shall be taken into
account by Patriot's Management Committee and Board of Directors in considering
possible bonuses for the Executive.
   2.  Employee
Override. In
addition, if the Residential Lending Group earns $225,000.00 after-tax (after
deduction of all expenses, salaries, commissions and deduction for any employee
override payments described below), the Executive shall receive payments equal
to (i) five (5%) percent of the commissions paid to the employees reporting to
the Executive where such employees earn fifty (50%) percent or less of the fee
income generated by such employees and (ii) three (3%) percent of the
commissions paid to the employees reporting to the Executive where such
employees earn over fifty (50%) percent of the fee income generated by such
employees. The amount of this employee override payment shall be payable
annually after the results of the annual audit are certified provided that the
Executive is employed by Patriot on the last day of the Employment
Period.
 
  3.  Profit
Participation . After
such time as the Residential Lending Group earns $330,000 (after deduction of
all expenses, salaries, commissions and employee override payments and profit
participation payments), the Executive shall receive Twenty Five (25%) percent
of the after-tax profits of the Business over Three Hundred and Thirty Thousand
($330,000.00) Dollars (calculated on a after-tax basis). In calculating profits
for
 
 10
 purposes
of this paragraph, the revenues and expenses of the Business shall be accounted
for in accordance with generally accepted accounting principles, consistently
applied.
  4.  RLG
Referral Credits . In
calculating profits for purposes of paragraph 3 above, the Residential Lending
Group of Patriot National Bank will receive credit for referral fees for any
loans booked by Patriot and demand deposits maintained at Patriot, respectively,
which are referred to Patriot by the Executive. Such credits will not be
included in calculating the salary, commissions or RLG division profits
described in paragraph 1 above. Such credits shall be in the following amounts:
  (i)  Residential
First Mortgages -- One (1%) percent of principal, credited in twelve (12) equal
monthly installments following the date such loan is booked, provided such loan
remains on the books during such time;
  (ii)  Commercial
Loans -- One (1%) percent of principal (renewals of commercial loans and
commercial lines of credit do not qualify);
  (iii)  Bridge
Loans -- one quarter of one percent (.25%) of the average annual balance for the
first year;
  (iv)  Home
Equity and Other Lines of Credit -- one-half of one percent (0.50%) of the
average annual balance for the first year;
  (v)  Deposits
-- Credited on a schedule equivalent to the schedule applicable for other loan
officers of Patriot as determined by the Management Committee and the Board of
Directors from time to time (see Schedule B attached);
  (vi)  No
referral credits will be given on residential mortgages, HELOC, or end-financing
on construction loans originated by other Patriot employees, underwritten by
Patriot and held in Patriot's portfolio.
  (vii)  The
Profit Participation amount shall be payable on an annual basis after the
results of the annual audit are certified provided that the Executive is
employed on the last day of the Employment Period.
 
 5. Executive job description - see
schedule “C”.
  
  11
   
  
  
  SCHEDULE
B
  
  
  Assumes
      a Base Salary of $150,000%
      of Goal
    90%
    100%
    125%
    150%
    175%
    200%%
      of Bonus Target Pay Out
    75%
    100%
    125%
    150%
    175%
    200%Pay
      Out
    Deposits
    $3,936
    $6,000
    $7,500
    $11,252
    $13,124
    $30,000
 
 Deposits:
    $1,800,000
      in new average deposits for the calendar year 2005 comprised of checking,
      savings and money market accounts, of which at least $600,000 shall be
      non-interest bearing checking accounts. CD's are
  excluded.
 12
 
  
 
 
 SCHEDULE
C
 
 
 
 *Marcus
Zavattaro*
 
 *Job
Responsibilities - 2005*
 
 *Residential
Lending Division*
 
 
 
 Includes
but not limited to:
 
 ·
    Maintain
      high ethical standards for division
 
 ·
    Recruit
      and train loan originators
 
 ·
    Assist
      loan originators in structuring and closing
deals
 
 ·
    Manage
      the resolution of any customer related issues
 
 ·
    Grow
      our revenue stream by hiring more loan originators, offering additional
      types
 of loans
(B and C, FHA, etc.)
 
 ·
    Establish
      loan origination officers in appropriate geographical locations,
      while
 considering
the potential for possible bank branch expansion
 
 ·
    Encourage
      loan originators to seek out commercial
loans
 
 ·
    Establish
      and cultivate new investor relationships
 
 ·
    Keeping
      aware of new technology to support our employees and
    business
 
 ·
    Administration
      and budgeting
   13