Exhibit 10.2

                   AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

     THIS AMENDMENT TO  REGISTRATION  RIGHTS  AGREEMENT  (this  "Amendment")  is
entered into as of the 7th day of April,  2005 by and among  Coastal  Bancshares
Acquisition Corp., a Delaware corporation (the "Company"),  Cary M. Grossman, W.
Donald  Brunson,  Scott  Clingan,  Jeffrey P.  Sangalis and Lawrence  Fisher and
acknowledged and agreed to by Fred S. Zeidman.

     WHEREAS,  the  Company  and Cary M.  Grossman,  W.  Donald  Brunson,  Scott
Clingan,  Jeffrey P.  Sangalis  and Fred S. Zeidman  (each,  an  "Investor"  and
collectively,  the  "Investors")  have  previously  entered  into  that  certain
Registration Rights Agreement, dated February 14, 2005 (the "Registration Rights
Agreement");

     WHEREAS,  Fred S.  Zeidman,  an  Investor,  has resigned as a member of the
Board of Directors of the Company,  effective of even date herewith,  and agreed
to forfeit his ownership of 40,000 shares of common stock of the Company;

     WHEREAS,  Lawrence Fisher has been elected by the Board of Directors of the
Company to fill the vacancy  created by the  resignation  of Fred S. Zeidman and
Lawrence  Fisher  has  accepted  and agreed to serve as a member of the Board of
Directors of the Company;

     WHEREAS,  the Company has granted 40,000  restricted shares of common stock
of the Company to Lawrence Fisher;

     WHEREAS the Company and the undersigned desire to enter into this Agreement
to provide Fisher with certain rights relating to the  registration of shares of
common stock held by him;

     NOW, THEREFORE, in consideration of the mutual covenants and agreements set
forth  herein,  and for other good and valuable  consideration,  the receipt and
sufficiency  of which are  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1.   Defined Terms. Unless otherwise defined herein, capitalized terms used
          herein  shall  have  the  meanings,  if any,  assigned  to them in the
          Registration Rights Agreement.

     2.   Acceptance of Registration Rights Agreement. Fisher does hereby accept
          and  agree to be  bound  by all of the  terms  and  conditions  of the
          Registration Rights Agreement.

     3.   Amendment to Section 6.3 of the Registration Rights Agreement. Section
          6.3 shall be amended in its entirety to read as follows:

          6.3 Notices. All notices, demands,  requests,  consents,  approvals or
          other communications  (collectively,  "Notices") required or permitted

<PAGE>

          to be  given  hereunder  or  which  are  given  with  respect  to this
          Agreement  shall  be  in  writing  and  shall  be  personally  served,
          delivered by reputable air courier  service with charges  prepaid,  or
          transmitted by hand delivery, telegram, telex or facsimile,  addressed
          as set forth below,  or to such other address as such party shall have
          specified  most  recently by written  notice.  Notice  shall be deemed
          given on the date of service or transmission  if personally  served or
          transmitted by telegram,  telex or facsimile;  provided,  that if such
          service or  transmission  is not on a business  day or is after normal
          business  hours,  then such notice  shall be deemed  given on the next
          business day. Notice otherwise sent as provided herein shall be deemed
          given on the next  business  day  following  timely  delivery  of such
          notice to a reputable  air courier  service with an order for next-day
          delivery.

               To the Company:

               Coastal Bancshares Acquisition Corp.
               9821 Katy Freeway, Suite 500
               Houston, Texas 77024
               Attention: Cary M. Grossman

               with a copy to:

               Jenkens & Gilchrist, a Professional Corporation
               1445 Ross Avenue, Suite 3200
               Dallas, Texas 75202
               Attn: Gregory J. Schmitt, Esq.;

               To an Investor, to:

               Cary M. Grossman
               c/o Coastal Bancshares Acquisition Corp.
               9821 Katy Freeway, Suite 500
               Houston, Texas 77024

               Coastal Acquisition, LLC
               c/o Coastal Bancshares Acquisition Corp.
               9821 Katy Freeway, Suite 500
               Houston, Texas 77024

               W. Donald Brunson
               c/o Coastal Bancshares Acquisition Corp.
               9821 Katy Freeway, Suite 500
               Houston, Texas 77024

                                       2

<PAGE>

               Scott Clingan
               c/o Coastal Bancshares Acquisition Corp.
               9821 Katy Freeway, Suite 500
               Houston, Texas 77024

               Jeffrey P. Sangalis
               c/o Coastal Bancshares Acquisition Corp.
               9821 Katy Freeway, Suite 500
               Houston, Texas 77024

               Lawrence Fisher
               c/o Coastal Bancshares Acquisition Corp.
               9821 Katy Freeway, Suite 500
               Houston, Texas 77024

               with a copy to:

               Jenkens & Gilchrist, a Professional corporation
               1445 Ross Ave., Suite 3200
               Dallas, Texas 75202
               Attention: Gregory J. Schmitt, Esq.

     6.   Ratification of the Registration Rights Agreement. Except as specified
          hereinabove, all other terms and provisions of the Registration Rights
          Agreement   shall  remain   unchanged  and  are  hereby  ratified  and
          confirmed.

     7.   Facsimile;  Counterparts. This Amendment may be executed in any number
          of counterparts,  each of which shall be deemed an original and all of
          which  counterparts  together shall  constitute one agreement with the
          same effect as if the parties had signed the same signature page.

     9.   Headings.  The titles to the sections of this Amendment are solely for
          the  convenience  of the  parties  and shall  not be used to  explain,
          modify aid in the interpretation of the provisions of this Amendment.








                                       3

<PAGE>


     IN WITNESS  WHEREOF,  the  parties  have caused  this  Registration  Rights
Agreement to be executed and delivered by their duly authorized  representatives
as of the date first written above.

                                            COASTAL BANCSHARES ACQUISITION
                                            CORP., a Delaware corporation



                                            By:  /s/ Cary M. Grossman
                                                 ------------------------------
                                                 Cary M. Grossman
                                                 Co-Chief Executive Officer


                                            INVESTORS:


                                                 /s/ Cary M. Grossman
                                                 ------------------------------
                                                 Cary M. Grossman


                                                 /s/ Cary M. Grossman
                                                 ------------------------------
                                                 Coastal Acquisition, LLC
                                                 By:  Cary M. Grossman, Manager


                                                 /s/ W. Donald Brunson
                                                 ------------------------------
                                                 W. Donald Brunson


                                                 /s/ Scott Clingan
                                                 ------------------------------
                                                 Scott Clingan


                                                 /s/ Jeffrey P. Sangalis
                                                 ------------------------------
                                                 Jeffrey P. Sangalis


                                                 /s/ Lawrence Fisher
                                                 ------------------------------
                                                 Lawrence Fisher


Acknowledged and Agreed to By:


/s/ Fred S. Zeidman
-----------------------------
Fred S. Zeidman



                                       4