Exhibit 10.4














                                                                           Altos
                                                                          Growth
                                                                     Corporation



                                                             Letter of Agreement
                                                                             For
                                                      Emerging Delta Corporation

                                                                  April 29, 2004








                                                                   Prepared for:
                                                                  Allen Campbell
                                                      Emerging Delta Corporation


<PAGE>

           Altos Growth Corporation: Delta's Growth Execution Partner



Acquisition is an important  component to achieving the aggressive  growth goals
of Delta; acquisition, therefore, must become a corporate core competency. Altos
Growth  Corporation helps enterprises  achieve and maintain  long-term growth by
developing a growth-via-acquisition strategy into a core competency.


Founded by Martin  Nielson,  an executive  with three  decades of  experience in
growing  companies  via  acquisition - most notably The Gap,  Businessland,  and
Corporate Express - Altos Growth Corporation  combines  experience,  pragmatism,
and vision to achieve its clients'  growth  objectives.  Experience  in over 150
mergers and  acquisitions  provides us with significant data points to develop a
playbook that takes a systematic approach to creating opportunities and striking
expertly when the right deal(s) surfaces.  The experience  enables us to develop
and implement  external  growth plans that avoid the most common mistakes of M&A
execution.


Nielson's  experience in the cash and carry wholesale  business and at Corporate
Express will be particularly important in the Delta engagement.  In the cash and
carry  industry,  Nielson,  reporting  to the  chairman,  headed the  project to
transform  one of the  oldest  and  largest  UK  national  food  wholesalers  to
modernize,  systematize and expand the product line. It subsequently merged with
its largest  competitor  to become a  multi-billion  pound public  market leader
trading on the London Stock Exchange as Booker PLC.


Corporate  Express set out to  consolidate  the highly  fragmented,  independent
office supply industry. Dominated by small family-owned enterprises with limited
infrastructure  and  technology,  Corporate  Express,  grew  through a series of
acquisitions.  Nielson, reporting to Corporate Express' chairman and CEO, helped
build an acquisition  process - from targeting to  negotiations  to post-closing
integration - that became so efficient that  Nielson's team averaged  nearly one
international  acquisition  per  month  for a  period  of  four  years.  Through
technology  and best  practices,  the combined  entities  that became  Corporate
Express achieved superior efficiencies in distribution and customer acquisition,
leading  to a market  capitalization  in  excess of $7  billion.  In his role as
Executive Vice  President,  Nielson will direct the AGC team to achieve  similar
results for Delta.

<PAGE>

                              The Altos Growth Team


MARTIN NIELSON


Martin's  30-year  international  career has  included  serving as CEO and other
executive-level positions within public and private companies, as well as within
start-ups.  Five of the  start-ups,  in which he served as an executive,  became
public on the NYSE,  NASDAQ,  OTCBB and London  exchanges;  four became  billion
dollar corporations, most notably The Gap, Businessland, and Corporate Express.


Martin's most  productive  growth stints were with companies  that  complemented
their  organic  growth by  developing  and  executing  a  growth-via-acquisition
strategy. It is primarily from within these companies where Martin developed his
expertise in structuring a successful  acquisition  program.  It is from without
(Corporate  Express & others) where he proved that an effective  playbook can be
developed for any client  corporation  with the right growth  potential,  by the
right "advisors."


A graduate of San Jose State  University,  Martin also studied at San  Francisco
State  University's  graduate  school of business,  concentrating  on operations
research.  He serves on the  executive  board of the local BSA council.  He is a
frequent  guest  speaker at  industry  conferences  and is the author of several
industry columns.





GEORGE R. ARABIAN


George has 20+ years of executive sales  management  experience.  He has defined
and implemented sales and business  development  strategies for many high-growth
technology  companies  throughout his career.  Among the  management  roles he's
held:  vice  president of business  development  at  NetObjects,  Inc., a market
leader in web  authoring  solutions,  director of sales at America  Online (AOL)
after the  acquisition  of Medior where he led sales and  business  development,
vice president of sales at Orchid Technology, and director of worldwide sales at
Proxim,  Inc. During his tenure in these  companies,  George was involved in the
companies'  IPOs and  acquisitions,  later  expanding  his M&A  experience as an
independent consultant.


George  holds a Master  of  Business  Administration  from San  Francisco  State
University and a Bachelor of Arts from University of Colorado.


HENRY C. LO, CPA


Henry is a seasoned finance executive with expertise in global operations,  P&L,
fundraising,  and mergers and acquisitions. A certified public accountant, Henry
began his career at  Franklin  Funds and  Pricewaterhousecoopers  where he was a
member of the banking and financial  services group. He then joined GE Capital's
lease  financing  group to  serve as its  assistant  controller.  His  executive
management stints have included roles as vice  president/treasurer of Stormedia,
Inc., EVP and CFO of Syquest Technology, CFO of Versata, Inc., and CFO of Planet
Intra/Inclusion  Technologies.  It was during these  executive  roles that Henry
gained extensive  experience in IPOs and other financing  options as well as M&A
transactions.


Henry is a 1986 graduate of the University of California in Berkeley.

<PAGE>

MYRNA G. NICKELSEN


Myrna's 20+ years of marketing  experience in the high tech industry has enabled
her to hone her ability to identify market  opportunities as well as develop and
execute  strategies  for  organic as well as  inorganic  growth.  Her  executive
management  experience  includes serving as CEO and president for NextMonet,  an
online retailer which she merged with an offline catalog  retailer in 2001; vice
president of marketing for Portrait  Displays,  now a display software  company;
and for Orchid  Technology,  a  leading,  publicly-traded  computer  peripherals
manufacturer in the 80s and early 90s. From 1993 to 1997, she was a principal in
a  marketing   consulting  firm  that   specialized  in  corporate  and  product
positioning;  her client roster included  leading  technology  companies such as
Tseng  Labs,  Radius,  Sercomm  International,   Miro  Computer  Products,  Jazz
Multimedia,  and  Common  Ground  Software.  More  recently,  as an  independent
marketing  consultant,  she has  developed  growth  strategies  for a number  of
technology-based companies.


Myrna holds a Bachelor of Journalism from the University of Texas at Austin.





ERIC (RICK) MARTIN


Rick has over 25  years of  experience  in the  development  and  management  of
product lines,  distribution  channels,  marketing and operations programs,  and
strategic  business  planning   activities.   Rick  also  has  extensive  retail
merchandising experience,  having managed both field and corporate merchandising
programs for Sears and The Gap.


His  executive  roles have  included  serving as  Chairman  and CEO of  Positive
Communications,  a nationwide  wireless messaging company. He guided the company
to record levels of revenue and profitability, while launching incremental lines
of business.  Under his guidance,  the company transformed to a diversified $50M
company providing wireless messaging to over 300k subscribers, and "back office"
subscriber  management  and  customer  support  services  to dozens of  business
clients.


Rick's experience in growing  businesses  includes Compaq Computer  Corporation,
where he was  responsible  for the  development  and  launch of Compaq  personal
computing products in the US consumer market via retail  distribution  channels.
He was responsible for product marketing and management at BusinessLand,  Inc, a
national  distributor of personal  computer and related  products from its early
stages to over $1B in annual sales.


Rick holds a Bachelor  of Arts degree in Business  Administration  from  Hanover
College.

<PAGE>


                            Altos Growth Corporation
                               ADVISORY AGREEMENT
                                     between
                            Altos Growth Corporation
                                       and
                           Emerging Delta Corporation




This Letter of Agreement  ("Agreement") is made and entered into as of April 29,
2004 ("Effective  Date"), by and between Emerging Delta Corporation,  a Delaware
corporation  (hereinafter  referred to as "Delta"),  with offices at 4424 Gaines
Ranch Loop #415, Austin, TX 78735,  Altos Growth  Corporation  ("AGC"), a Nevada
corporation,  with  offices at 101 First  Street,  #493,  Los Altos,  California
94022,  Martin  Nielson  ("Nielson"),  CEO and  Founding  Partner of AGC"),  and
AltosBanCorp,  Inc. ("ABC"), a Nevada corporation, with offices at 101 1st First
Street #493, Los Altos,  California  94022. As used herein,  "Altos Group" shall
mean AGC, Nielson and ABC, collectively and individually.


WHEREAS,  Delta desires to acquire  independent  wholesale grocery  distribution
centers  ("IWDCs"),  also  known  as Cash and  Carrys  (the  "Delta  Acquisition
Program");


WHEREAS,  AGC represents that it is capable of providing Delta the needed merger
and advisory services required by Delta to effect the Delta Acquisition  Program
(the "Program M&A Services") and of sourcing the financing  required by Delta in
connection with the Program M&A Services ("Program Financing Services"):


WHEREAS, AGC desires to contract with Delta to perform such services; and


WHEREAS,  Delta hereby retains AGC to perform the services  described in Section
1.;


NOW, THEREFORE,  in consideration of the payments herein provided to be made and
the mutual promises,  agreements and undertakings herein contained,  the parties
mutually agree as follows:




1.0  SCOPE OF GENERAL SERVICES

     1.1. AGC will  provide the  services of Nielson,  who will serve as Delta's
          Executive  Vice  President  of  Business  Development,  serve  on  its
          Executive  Committee,  and serve as a Board member of Delta  ("Nielson
          Executive Services").  As Delta's Executive Vice President of Business
          Development,  Nielson will have primary  responsibility for developing
          and   maintaining   for  Delta  a  core   competency  in  mergers  and
          acquisitions and related financings in the Delta Acquisition  Program.
          Nielson will be in charge of AGC's services to be rendered hereunder.

<PAGE>

     1.2. AGC shall serve as Delta's  Official  Advisor in  connection  with the
          Delta  Acquisition  Program and will provide,  the following  services
          ("AGC Services"):

          1.2.1.  Development  of  Acquisition  Competency:  AGC will  have lead
               responsibility  for development of acquisition  competency within
               Delta,   including   the  design,   development,   training   and
               implementation of acquisition  processes into Delta's business so
               that the ability to provide  continuous  growth via  acquisitions
               becomes a core competency of Delta.

          1.2.2. Mergers and Acquisitions:

               1.2.2.1.  AGC will  manage  and  execute  Program  M&A  Services,
                    including targeting, evaluation,  negotiation, and arranging
                    closing activities.

               1.2.2.2.  AGC will  assist in the  preparation  of  proposals  to
                    shareholders,  partners  and  other  parties-in-interest  in
                    connection with Program M&A Services.

          1.2.3.  Program  Financing  Services:  1.2.3.1.  AGC  shall  seek  the
               following for Delta:

                    1.2.3.1.1. One or more financing  commitments on which Delta
                         can rely in negotiating  acquisitions,  e.g., a funding
                         source that will  provide a line of equity or credit to
                         be used to  acquire  businesses  pursuant  to the Delta
                         Acquisition  Program  ("Multi-Unit  Acquisition Funding
                         Line");

                    1.2.3.1.2.  Financings for specific acquisitions pursuant to
                         the Delta Acquisition Program ("Single-Unit Acquisition
                         Funding").

                    1.2.3.1.3. As used herein,  "AGC Acquisition  Funding" shall
                         mean  a  Multi-Unit   Acquisition  Funding  Line  or  a
                         Single-Unit  Acquisition  Funding  that is  arranged by
                         AGC.

               1.2.3.2. As part of its Program Financing Services, , AGC will:

                    1.2.3.2.1.   analyze  and  implement  the  most   productive
                         packaging  of Delta to  qualified  sources  of  funding
                         based on the specific  criteria and requirements of the
                         funding sources;

                    1.2.3.2.2.  identify  qualified  sources  of  financing  for
                         Delta;

                    1.2.3.2.3.   prepare  a  suitable  document  with  which  to
                         generate  interest on the part of potential  sources of
                         financing for Delta;

                    1.2.3.2.4. present Delta to potential sources of financing;

                    1.2.3.2.5.  facilitate  meetings between Delta and potential
                         sources of financing for Delta;

                    1.2.3.2.6. negotiate terms of proposed financings;

                    1.2.3.2.7.  facilitate all steps and procedures required for
                         potential financings to be effected,  including letters
                         of intent, contracts and closing procedures.

          1.2.4.  Presentations to the Board and Financial  Constituencies:  AGC
               will assist Delta Management with  presentations to Delta's Board
               of  Directors,   shareholders,   stock  brokers  and   securities
               analsysts regarding  transactions,  the financial  feasibility of
               Delta's  contemplated  program  with  EZklick,  and other  issues
               related to that program.

          1.2.5. Ancillary Management Advisory Services:  AGC will study, review
               and advise Delta regarding:

<PAGE>

               1.2.5.1.  appropriate  structure of  management  agreements  with
                    EZklick's  executives  who  will be  members  of the  senior
                    management  team of Delta  during the  acquisition  phase of
                    Delta's growth,

               1.2.5.2.  other  relevant   partnerships  or  strategic  business
                    relationships;

               1.2.5.3. Delta's historic and projected financial  statements and
                    financial policies.

     1.3. Milestones:  AGC and Delta have  determined  a set of  milestones  for
          which AGC will be responsible for achieving  during the first 120 days
          (Exhibit A hereto);  these  milestones will be incorporated in Delta's
          business and operating plan.

     1.4. AGC Independence. AGC shall devote such time to the performance of AGC
          Services as is necessary for a satisfactory performance;  however, AGC
          shall have no obligation to work any  particular  hours or days or any
          particular  number of hours or days. AGC retains the right to contract
          for similar  services with other  businesses or individuals,  provided
          such other  clients are not primarily  engaged or are not  considering
          engaging in the  specialty  foods or  wholesale  grocery  distribution
          business.


2.0  TERM

     The term of this  Agreement  shall be twelve (12) months from the Effective
     Date unless earlier terminated.  This Agreement is renewable,  upon written
     agreement of both parties, for additional six (6) month periods.

3.0  INDEPENDENT CONTRACTOR STATUS

3.1. Delta  shall  not  control  the  details,  manner  or means by which AGC or
     Nielson  performs the Services in any material  respect.  However,  AGC and
     Nielson will comply with policies of Delta.

3.2. Delta  and  AGC  expressly  intend  and  agree  that  AGC  and  any  of its
     representatives  shall be  independent  contractors  and not an employee of
     Delta.

3.3. Except as expressly  provided or  authorized in this  Agreement,  AGC shall
     have no  authority  to act for on  behalf  of,  or  represent  Delta.  This
     Agreement does not create a partnership or joint venture.


4.0  COMPENSATION FOR SERVICES

     Delta agrees that AGC, in  consideration  of its services  pursuant to this
     Agreement, shall be entitled to receive, and Delta shall pay, the following
     compensation for AGC's general services, as listed above and:

4.1. Monthly Fees.Delta shall pay AGC, for Nielsen Executive Services, an annual
     fee in the amount of one hundred and twenty  thousand  Dollars  ($120,000),
     Ten  Thousand  dollars  ($10,000)  to be paid on the first day of the first

<PAGE>

     month  beginning  after the  signing  of this  agreement  and ten  thousand
     dollars  ($10,000) shall be paid on the first day of each month thereafter.
     This  Monthly Fee for the first six months of this  agreement  will include
     the  services of AGC.  Conditionally,  upon  achievement  of the  financial
     milestones,  mutually  agreed to between the parties and documented as part
     of Schedule A, AGC will  receive an  additional  $10,000  beginning  on the
     seventh month beginning after the signing of this Agreement, payable on the
     first day of each month.

4.2. Transaction Fees. In addition to the foregoing monthly fee(s),  Delta shall
     pay AGC the following contingent transaction fees:

     4.2.1. Private Placement Financing:  During the term of this agreement,  if
          Delta enters into a binding  contract for an AGC Acquisition  Funding,
          Delta shall pay to AGC, at the time that funds are disbursed  pursuant
          to the arrangements of that AGC Acquisition  Funding, a cash fee based
          upon the total face value of the  transaction  in accordance  with the
          following  schedule:  (i) four percent (4%) of a term debt  financing;
          (ii) three  percent  (3%) of the  incremental  amount  funded  under a
          revolving credit line; (iii) five percent (5%) of a credit enhancement
          instrument,  including an insured or guaranteed obligation (the credit
          enhancement  instrument  to be valued  along  with any debt  financing
          secured,  so that a single 5% fee will apply to the combined  value of
          the debt and credit  enhancement  instruments),  and (iv) five percent
          (5%) of financing that is structured as a revenue-producing  contract,
          fee-sharing arrangement,  or similar agreement.  This obligation shall
          survive  for a period of two (2) years from the date of  execution  of
          the agreement for each such transaction.

     4.2.2. Merger or Acquisition:  During the term of this Agreement,  if Delta
          acquires any company pursuant to the Delta Acquisition Program,  Delta
          shall pay AGC a cash fee in an amount  equal to the greater of $50,000
          or  one  half  of  one  percent  of  sales  (0.5%)  for   transactions
          representing  cumulative  sales  volume  up  to  $250  million;  three
          quarters of one percent of sales (.075%) for transactions representing
          cumulative sales volume of between $250 million and  $500million;  and
          one  percent of sales (1%) for  transactions  representing  cumulative
          sales volume of over $500  million.  All sales volume will be based on
          the  most  current  twelve  month  period  preceeding  an  acquisition
          transaction.  Delta may opt for the "Lehman Scale" in calculating  the
          cash transaction fee due AGC. As used herein,  the term "Lehman Scale"
          means the  following:  the  greater of $50,000 or  percentages  of the
          purchase  price:  5% of any amount up to $1 million,  4% of the amount
          above $1 million up to $2 million,  3% of the amount  above $2 million
          up to $3 million,  2% of the amount above $3 million up to $4 million,
          and 1% of all amounts above $ 4 million.

          4.2.2.1. AGC shall be entitled to no  compensation  in connection with
               Delta's acquisition of or merger with EZklick, Inc.

     4.2.3. AGC Sources: It will be AGC's  responsibility to identify sources of
          AGC Program Funding  (individually,  an "AGC Source"), to approach and
          negotiate  with AGC  Sources,  and to manage the  transaction  through
          closing.  Each  AGC  Source  introduced  to  Delta on the date of this
          Agreement shall be listed in Schedule B annexed hereto and made a part
          hereof.  Subsequent to the date of this Agreement and immediately upon
          AGC's  introduction  of an AGC  Source to Delta,  AGC and Delta  shall
          amend  Schedule B to include each  additional AGC Source within thirty
          (30) days of such introduction.

<PAGE>

4.3. If, in the opinion of Delta's  securities  counsel,  applicable  securities
     laws require Delta to employ a registered broker-dealer,  insurance broker,
     or otherwise  licensed  placement  agent in  connection  with the aforesaid
     types of matters,  AGC will cooperate with such agent, and the fees payable
     to AGC will be reduced by the amount that Delta must pay to such agent, not
     to exceed 2% of the cash proceeds.

4.4. It is Delta's hope and expectation that AGC will become integrated into the
     development  of  Delta.  Accordingly,  Delta  expects  that it  will  refer
     potential  co-facilitators  to  AGC  to  cooperate  on  a  financing.  Such
     co-facilitators  will  be of two  types:  (i)  those  that  merely  make an
     introduction  to  a  source  of  funding  or  an  acquisition   opportunity
     ("Finders")  and (ii) those that "work the deal" actively with AGC to bring
     about a successful conclusion ("Co-Managers").  AGC hereby authorizes Delta
     to pay to such  co-facilitators  the following  percentages of any fee that
     would otherwise be owed to AGC in connection with any such transaction: 10%
     to a Finder and 50% to a Co-Manager.

4.5. Delta  authorizes  and directs any Closing Agent to distribute  directly or
     from escrow any and all contingent fees due to AGC hereunder.  Delta agrees
     that such fees and the manner of payment and  delivery  as herein  provided
     shall be included in the  documentation  of any transaction as to which AGC
     shall be entitled to a contingent fee hereunder.

4.6. Delta will issue to AGC, upon the signing of this  Agreement,  4,350 shares
     of common  stock at a price of $15.00 per share.  Payment  for such  shares
     will be deferred for a period of 12 months from the date of  issuance.  AGC
     retains the option of paying for the shares by applying fees owed by Delta.

4.7. Except as otherwise provided for herein:

     4.7.1.  All  fees  due  to  AGC  hereunder  shall  have  no  offsets,   are
          nonrefundable,  non-cancelable  and shall be free and clear of any and
          all encumbrances, provided however that after AGC shall have been paid
          $100,000  in  non-contingent  monthly  fees for the AGC  services,  as
          outlined  in  paragraph  1.2,  the  amount of all  contigent  fees due
          hereunder  shall be  credited  with 50% of the amount of such  monthly
          fees in excess of $100,000.

     4.7.2. All  contingent  cash  fees due AGC  hereunder  shall be paid to AGC
          immediately upon closing of the transaction that gives rise to Delta's
          duty to pay such fees by wire transfer of immediately  available funds
          from the proceeds of the Fee Transaction,  either directly or from the
          formal  or  informal  escrow  arrangement   established  for  the  Fee
          Transaction  (collectively,  the  "Closing  Agent"),  pursuant  to the
          written wire transfer instructions of AGC to the Closing Agent.

4.8. Expenses.

     4.8.1. Out-of-Pocket. In addition to the fees described above, Delta agrees
          to promptly  reimburse  AGC,  upon request from time to time,  for all
          reasonable  out-of-pocket  expenses incurred by AGC in connection with
          the performance of its services under this Agreement.  AGC must advise
          Delta,  and obtain  approval  for such,  prior to  committing  to such
          expenses.

<PAGE>

     4.8.2.  Legal  and  Other   Professional   Fees.   Delta  will  manage  the
          professionals  (legal,  accounting,  et al)  required to complete  any
          transaction  on Delta's  behalf.  Fees will be paid  directly to these
          professionals by Delta.

5.0  NON-COMPETE

     For a period of two (2)  years  after  the  expiration  of the Term of this
     Agreement,  Altos Group shall not, directly or indirectly,  own (except for
     the ownership of publicly-traded securities constituting not more than five
     percent [5%] of the outstanding securities of the issuer thereof),  manage,
     engage in, operate or conduct,  prepare to or plan to conduct or assist any
     person or entity to  conduct  any  business,  or have any  interest  in any
     business,  person, firm, corporation or other entity that engages, directly
     or  indirectly,  in any  business  which  is  substantially  similar  to or
     competitive with Delta in the United States of America.

6.0  CONFIDENTIAL INFORMATION

<PAGE>



6.1. Altos Group shall retain in confidence all  information  of Delta,  and its
     suppliers as  appropriate,  transmitted to Altos Group by Delta (or Delta's
     advisors)  under  this  Agreement,  which  Delta  has  identified  as being
     confidential  or which by the nature of the  information  (including  trade
     secrets and other confidential and proprietary business information) or the
     circumstances  surrounding the disclosure should be treated as confidential
     ("Confidential  Information").  Altos  Group  shall  refrain  from using or
     exploiting any  Confidential  Information for any purpose or activity other
     than those  necessary to or  contemplated  by this  Agreement.  Altos Group
     shall not disclose or facilitate the disclosure of Confidential Information
     to any third party and shall not copy, duplicate,  reproduce, distribute or
     otherwise  disseminate  Confidential  Information except as necessary to or
     contemplated by this Agreement.

6.2. This  Section  shall  not  apply  or shall  cease  to apply to  information
     supplied by Altos Group:

     6.2.1. if it has come into the public domain  without  breach of confidence
          by Altos Group which was known  without  restriction  of disclosure to
          Altos Group prior to its first receipt of the same from Delta;

     6.2.2. which is  hereafter  rightfully  furnished to Altos Group by a third
          party without restriction on disclosure; or

     6.2.3. is required to be disclosed pursuant to any statutory requirement or
          court order. In the event  Confidential  Information is required to be
          disclosed by any  statutory  requirement  or court order,  Altos Group
          shall promptly notify Delta in writing.


7.0  INTELLECTUAL PROPERTY

7.1. Altos Group agrees that all information that has been created,  discovered,
     or developed by Delta, its subsidiaries,  affiliates, licensors, licensees,
     successors, or assigns, shall be the sole property of Delta.

7.2. Proprietary  Information  includes trade secrets,  processes,  discoveries,
     structures, inventions, designs, ideas, works of authorship,  copyrightable
     works, trademarks, copyrights, formulas, improvements,  inventions, product
     concepts,  techniques,  marketing  plans,  merger and acquisition  targets,
     strategies,  forecasts,  blueprints,  sketches,  records,  notes,  devices,
     drawings,  customer lists, patent applications,  continuation applications,
     continuation-in-part  applications,  file wrapper continuation applications
     and divisional  applications and information about the Delta's  Affiliates,
     its  employees  and/or  advisors   (including,   without  limitation,   the
     compensation,  job  responsibility  and job  performance  of such employees
     and/or advisors).

7.3. All original  content,  proprietary  information,  trademarks,  copyrights,
     patents or other intellectual  property created by Altos Group pursuant to,
     as a result of, or in connection  with this agreement shall be the sole and
     exclusive  property  of Delta,  provided  however  that  original  content,
     proprietary   information,   trademarks,   copyrights,   patents  or  other
     intellectual  property  created  by Altos  Group  during the course of this
     agreement  which is not otherwise  herein deemed to be Delta's  proprietary
     information, shall be the sole and exclusive property of Altos Group.

<PAGE>

8.0  INDEMNIFICATION

8.1. Delta  represents  that all  materials  provided or to be provided to Altos
     Group or any third party regarding  Delta's financial affairs or operations
     are and shall be truthful and accurate and in  compliance  with any and all
     applicable federal and state securities laws. Delta agrees to indemnify and
     hold harmless Altos Group and its advisors,  professionals  and affiliates,
     the respective directors, officers, partners, members, managers, agents and
     employees and each other person, if any,  controlling Altos Group or any of
     its  affiliates  to the full  extent  lawful,  from and against all losses,
     claims,  damages,  liabilities  and  expenses  incurred by them  (including
     reasonable  attorneys'  fees and  disbursements)  that result from  actions
     taken or omitted to be taken  (including any untrue  statements made or any
     statement  omitted  to be made) by Delta,  its  agents or  employees  which
     relate to the scope of this  Agreement and the  performance of the services
     by Altos Group contemplated hereunder.

8.2. Altos  Group will  indemnify  and hold  harmless  Delta and the  respective
     directors,  officers,  agents,  affiliates  and employees of Delta from and
     against all losses,  claims  damages,  liabilities and expenses that result
     from bad faith,  gross negligence or unauthorized  representations of Altos
     Group  or  actions  taken or  omitted  to be taken  (including  any  untrue
     statements made or any statement omitted to be made) by Altos Group.

8.3. Each person or entity  seeking  indemnification  hereunder  shall  promptly
     notify Delta, or Altos Group, as applicable,  of any loss, claim, damage or
     expense for which Delta or Altos Group,  as  applicable,  may become liable
     pursuant  to this  Section.  No party  shall  pay,  settle  or  acknowledge
     liability  under any such claim  without  consent  of the party  liable for
     indemnification,  and shall permit Delta or Altos Group,  as applicable,  a
     reasonable opportunity to cure any underlying problem or to mitigate actual
     or potential damages.

8.4. The scope of this  indemnification  between  Altos Group and Delta shall be
     limited  to, and  pertain  only to  certain  transactions  contemplated  or
     entered  into  pursuant  to  this  Agreement.  Delta  or  Altos  Group,  as
     applicable, shall have the opportunity to defend any claim for which it may
     be liable  hereunder,  provided it notifies the party claiming the right to
     indemnification in writing within fifteen (15) days of notice of the claim.
     The rights  stated  pursuant  to this  Section  shall be in addition to any
     rights  that  Altos  Group,   Delta,   or  any  other  person  entitled  to
     indemnification  may have in common law or  otherwise,  including,  but not
     limited to, any right to contribution.

8.5. The  indemnification  provisions  herein shall survive for five years after
     the termination or expiration of this agreement.

9.0  TERMINATION AND TERMINATION FEES

9.1. If the Advisor  does not perform  according  to the  milestones  defined in
     Exhibit A for the first 120 days of the Effective  Date of this  Agreement,
     Delta has the unconditional right to cancel this agreement. In the event of
     cancellation, Delta will nevertheless pay all fees due at that time to AGC.

9.2. For Just Cause, Delta shall have the unconditional  right to terminate this
     Agreement  at any time with no duty to pay any  compensation  to AGC.  Just
     Cause shall mean:

<PAGE>

     9.2.1. Violation of any AGC's duties hereunder,

     9.2.2. Filing of criminal charges against AGC or any member of the AGC team
          or any affiliate of AGC for any felony or any crime involving fraud or
          moral turpitude, or

     9.2.3. The bringing or filing of any complaint or action by any  regulatory
          body against AGC or any member of the AGC team or any affiliate of AGC
          for  violation of any duty imposed under the business  (including  but
          not  limited to matters of  corporate  governance  and  antitrust)  or
          securities  regulation  legal system of the  jurisdiction  bringing or
          filing such complaint or action, or

     9.2.4. Insolvency of AGC or other  infirmity  which causes AGC to be unable
          to perform its duties hereunder.

9.3. If Delta  enters  into a contract  with a party that is ready,  willing and
     able to perform its duties  under such  contract  or letter of intent,  and
     provided that such party is in fact ready,  willing and able to perform its
     duties under such contract or letter of intent, then:

     9.3.1. Delta will not terminate,  cancel or rescind that contract  pursuant
          to any  transaction  that  Delta  shall  have  entered  into  that was
          facilitated  by AGC,  unless  such  cancellation  is made  pursuant to
          pertinent  "out  clauses" of those  respective  documents  ("Avoidance
          Cause");

     9.3.2. In the event that Delta  elects  not to proceed  with a  transaction
          that was facilitated by AGC without invoking an Avoidance Cause, Delta
          shall immediately pay AGC a termination fee equal to ten percent (10%)
          of the total  fees that would  have been paid to the  Advisor  had the
          transaction been effected.

9.4  This Agreement and the AGC's  engagement  hereunder shall not be terminated
     by Delta under any circumstances  nor for any reason whatsoever  (except as
     noted in Section  8.2.),  unless all  compensation  due to AGC  pursuant to
     Section 4 above has been  distributed  to AGC  directly or from the Closing
     Agent.

10.0 NOTICE

     Any notice required or permitted  hereunder shall be in writing and sent to
     the address first  written above or to such other  addresses as the parties
     may from time to time specify,  by United States Mail,  First Class postage
     prepaid, by Federal Express, DHL or similar courier or by hand delivery, by
     facsimile transmissions (with written transmission confirmation report).

11.0 SUCCESSORS AND ASSIGNS

     This Agreement and all of the  provisions  hereof shall be binding upon and
     inure to the benefit of the parties hereto and their respective  successors
     and permitted assigns.  This Agreement and any of the rights,  interests or
     obligations  hereunder  may be assigned  by the  Advisor  without the prior
     written consent of Delta.  This Agreement and any of the rights,  interests
     or  obligations  hereunder  may not be assigned by Delta  without the prior
     written  consent  of the  AGC,  which  consent  shall  not be  unreasonably
     withheld.

<PAGE>

12.0 SEVERABILITY OF PROVISIONS

     If any  provision  of this  Agreement  shall  be  declared  by a  court  of
     competent  jurisdiction  to be  invalid,  illegal  or  incapable  of  being
     enforced in whole or in part,  the remaining  conditions  and provisions or
     portions  thereof  shall  nevertheless  remain in full force and effect and
     enforceable  to the extent they are valid,  legal and  enforceable,  and no
     provision  shall be deemed  dependent  upon any other covenant or provision
     unless so expressed herein.


13.0 ENTIRE AGREEMENT; MODIFICATION

     This Agreement and the schedule hereto contains the entire agreement of the
     parties  relating to the subject matter hereof,  and the parties hereto and
     thereto have made no agreements,  representations or warranties relating to
     the subject  matter of this  Agreement  which are not set forth herein.  No
     amendment or  modification  of this Agreement shall be valid unless made in
     writing and signed by each of the parties hereto.



<PAGE>

14.0 NON-WAIVER

     The  failure of any party to insist upon the strict  performance  of any of
     the  terms,  conditions  and  provisions  of this  Agreement  shall  not be
     construed as a waiver or relinquishment of future compliance therewith, and
     said  terms,  conditions  and  provisions  shall  remain in full  force and
     effect. No waiver of any term or condition of this Agreement on the part of
     any party shall be effective for any purpose  whatsoever unless such waiver
     is in writing and signed by such party.

15.0 GOVERNING LAW

     The parties hereto  acknowledge that the transactions  contemplated by this
     Agreement  bear a  reasonable  relation  to the  state  of  Delaware.  This
     Agreement shall be governed by, and construed and interpreted in accordance
     with,  the internal  laws of the state of Delaware  without  regard to such
     state's  principles  of  conflicts  of laws.  The parties  irrevocably  and
     unconditionally  agree that the  exclusive  place of  jurisdiction  for any
     action, suit or proceeding  ("Actions") relating to this Agreement shall be
     in the state  and/or  federal  courts  situate  in the  county and state of
     Delaware.  Each party irrevocably and unconditionally  waives any objection
     it may have to the venue of any  Action  brought  in such  courts or to the
     convenience  of the  forum.  Final  judgment  in any such  Action  shall be
     conclusive  and  may be  enforced  in  other  jurisdictions  by suit on the
     judgment, a certified or true copy of which shall be conclusive evidence of
     the fact and the  amount  of any  indebtedness  or  liability  of any party
     therein  described.  Service  of  process in any Action by any party may be
     made by serving a copy of the  summons  and  complaint,  in addition to any
     other  relevant  documents,  by commercial  overnight  courier to any other
     party at their address set forth in this Agreement.

16.0 HEADINGS

     The headings of the Sections are inserted for convenience of reference only
     and shall not affect any interpretation of this Agreement

17.0 COUNTERPARTS

     This  Agreement may be executed in  counterpart  signatures,  each of which
     shall be deemed an original,  but all of which, when taken together,  shall
     constitute  one and the same  instrument,  it being  understood  that  both
     parties need not sign the same counterpart. In the event that any signature
     is delivered by facsimile transmission, such signature shall create a valid
     and binding  obligation  of the party  executing  (or on whose  behalf such
     signature is  executed)  the same with the same force and effect as if such
     facsimile signature page were an original thereof.



<PAGE>

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


---------------------------------------
Emerging Delta Corporation               Altos Growth Corporation and
                                         AltosBanCorp, Inc.
---------------------------------------- ---------------------------------------
Signed:                                  Signed:
---------------------------------------- ---------------------------------------
Name: Allen Campbell                     Name: Martin Nielson
---------------------------------------- ---------------------------------------
Title: Chairman of the Board             Title: CEO & Founding Partner
---------------------------------------- ---------------------------------------
Date: April 29, 2004
----------------------------------------
Martin Nielson
----------------------------------------
Signed:
----------------------------------------
Name: Martin Nielson
----------------------------------------
Title: CEO & Founding Partner
----------------------------------------
Date: April 29, 2004


<PAGE>

                                   SCHEDULE A

                           120-Day Milestone Timeline

The  following  timeline  may be  compressed  depending on the  availability  of
current  data.  If the  program  can be  initiated  by May 15,  2003 it could be
completed by the end of July at the earliest, end of August at the latest.


----------------------------------- --------------------------------------------
DESCRIPTION                         COMMENTS
----------------------------------- --------------------------------------------
Business Plan Review                |X| Review for  consistency  and  defensible
                                        assumptions and projections.

                                    |X| Develop presentation for fundraising.

                                    |X| Write abbreviated  Executive Summary for
                                        gauging lender interest.

----------------------------------- --------------------------------------------
Identify  sources  for  debt        Required  to  complete  Schedule  B attached
and equity financing.               hereto.
----------------------------------- --------------------------------------------
Obtain  a signed  letter  of
intent  for   funding   that
enables the  acquisition  of
an IWDC by the last  week in
the first 120 days.
----------------------------------- --------------------------------------------
Develop acquisition criteria        Prioritize
----------------------------------- --------------------------------------------
Review feedback from initial        Adjust   approach   and   documentation   as
contact     with     capital        appropriate.
sources; expand contact list
as appropriate.

----------------------------------- --------------------------------------------
Develop and prioritize target list  Formal  and  active  pipeline  of  qualified
for acquisition.                    targets
----------------------------------- --------------------------------------------
Line up debt and equity financing.
----------------------------------- --------------------------------------------
Engage acquisition  targets,
and have a signed  letter of
intent  with one IWDC by the
last  week in the  first 120
days.
----------------------------------- --------------------------------------------

<PAGE>



                                   SCHEDULE B

                            AGC SOURCES FOR FINANCING