Exhibit 10.1

                          FINANCIAL ADVISORY AGREEMENT

This Financial  Advisory  Agreement (the "Agreement") is made as of February 17,
2005 by and between Coastal Bancshares Acquisition Corp., a Delaware corporation
(the "Company" or "CBAC"),  and Sanders Morris Harris Inc. ("SMH" or "Advisor").
The terms "CBAC" or the "Company" are  understood to include any entity in which
the Company has an ownership,  profits or similar interest, including any entity
or  successor   company  formed  for  the  purpose  of  facilitating  a  merger,
acquisition,  divestiture,  joint  venture or other  business  combination  (the
"Transaction") as contemplated in Paragraph 1 hereof.

     1.  Engagement of Advisor.  CBAC hereby  engages  Advisor,  on an exclusive
basis  (subject  to certain  limitations  - See  Exhibit A) for the term of this
Agreement,  and Advisor hereby agrees,  to advise,  consult with, and assist the
Company in various matters,  including: (i) identifying potential acquisition or
merger  candidates  ("Target") in order to effect a possible  Transaction;  (ii)
conducting  due  diligence   review  of  any  proposed   acquisition  or  merger
candidate's management,  business,  assets, operations, and financial condition;
(iii)  assisting the Company in the formulation and negotiation of the financial
terms and structure of any prospective  Transaction;  (iv) assisting the Company
in the  presentation  of any  Transaction  to the  management  and/or  Board  of
Directors of  prospective  Targets and the Company's  Board of Directors,  which
would  include  examining the pro forma  financial  and strategic  impact of any
prospective  Transaction  on the  Company;  and (v)  providing  other  financial
advisory  services  normal and customary for similar  engagements  and as may be
mutually  agreed upon by the Company and SMH. During the term of this Agreement,
the  Company  agrees  not to use the  services  of any other  investment  banker
regarding matters similar to those outlined herein.

     2. Compensation. As compensation for services rendered to the Company under
this Agreement, the Company shall pay to Advisor the following compensation:

         2.1 Retainer Fee. As compensation for providing advisory services,  the
Company  agrees  to pay SMH a  retainer  fee  equal to  $5,000  per  month  (the
"Retainer  Fee").  The  Retainer  Fee will be payable  monthly in advance on the
first  day of the month  beginning  March 1,  2005,  and will  continue  until a
Transaction  occurs or CBAC is required  to  liquidate  its  assets.  The $5,000
monthly Retainer Fee, to the extent  previously paid (and without  duplication),
will be credited against any Transaction fees payable to SMH.

         2.2 If during the term of this  engagement  the  Company  enters into a
Transaction or series of Transaction(s)  the Company agrees to pay SMH a success
fee as set forth in  Exhibit A hereto.  Any fee  payable to Advisor in Exhibit A
will be due in cash at the  closing of the  Transaction  and shall be payable to
Advisor by the Company, provided, however, that Advisor shall not be entitled to
any fee under Exhibit A unless the closing of the Transaction  occurs during the
Term  of  Agreement  (except  as  provided  under  paragraph  5 due to an  early
termination of the Agreement by the Company).

         2.3 In the event the Company desires to have Advisor furnish any formal
written  opinion  as to the  financial  aspects  of any  transaction,  such as a
fairness opinion or formal valuation, then such transaction will be subject to a
separate  engagement.  Such  engagement  shall be in  addition  to the  services
contemplated  by this  Agreement  and shall be made under a  separate  agreement
containing  terms and  provisions,  including the terms of  compensation,  to be
mutually  agreed  upon at  that  time.  The  foregoing  notwithstanding,  if the
Transaction fee to be earned by SMH for the Transaction is greater than or equal
to $1,200,000,  then the Company may still request that SMH provide such opinion
and the fee for the opinion will be credited against the Transaction fee. If the

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Transaction fee is less than $1,050,000,  the opinion fee will be $150,000,  and
if the  Transaction fee is between  $1,050,000 and $1,200,000,  then the opinion
fee will be the difference between $1,200,000 and the Transaction fee.

         2.4 CBAC will pay or reimburse Advisor for all reasonable out-of-pocket
costs and expenses  incurred by Advisor in performing its obligations under this
Agreement, which costs and expenses shall include, but not be limited to, travel
expenses  incurred  in  performing  its  duties,  including  due  diligence  and
marketing,  in connection with this Agreement and possible  Transactions,  legal
fees and  expenses,  costs of  supplies,  printing,  copying and mailing and all
other  expenses  reasonably  incurred by Advisor in performing  its  obligations
under this  Agreement;  provided,  however,  that Advisor shall obtain the prior
approval of the Company for any single  expenditure  in excess of $2,500,  which
approval  shall not be  unreasonably  withheld.  Upon  request  by the  Company,
Advisor shall provide to the Company a written statement or statements detailing
expenses for which  reimbursement  is sought and provide  copies of invoices and
other  documentation  supporting such expenses.  Reimbursable  expenses shall be
payable by the  Company  within 15 days of receipt by the Company of a statement
requesting reimbursement.  The maximum out of pocket expenses that my be charged
to the Company by SMH pursuant to this  agreement,  without the express  written
consent of the Company to exceed, is $25,000.00

     3.  Business  Practice.  The  Company  recognizes  that  Advisor  is in the
business  of  advising  and  consulting  with  other  businesses,  some of which
businesses may be in competition with the Company.  The Company acknowledges and
agrees  that  Advisor may advise and consult  with other  businesses,  including
those that may be in competition with the Company,  and shall not be required to
devote  its full time and  resources  to  performing  services  on behalf of the
Company under this Agreement. Advisor shall only be required to expend such time
and resources as are reasonably  appropriate to advise and assist the Company as
provided for herein.

     4. Indemnification.  (a) CBAC agrees to indemnify and hold harmless Advisor
and its  affiliates,  agents,  and  advisors,  and their  respective  directors,
officers,  employees,  agents  and  controlling  persons  (each  such  person is
hereinafter referred to as an "SMH Indemnified Party"), from and against any and
all losses,  claims,  damages,  liabilities  and expenses  whatsoever,  joint or
several,  to which any such SMH  Indemnified  Party may become subject under any
applicable  federal or state law of the United  States of America or  otherwise,
caused by, relating to or arising out of the engagement  evidenced  hereby.  The
Company will  reimburse any SMH  Indemnified  Party for any expenses  (including
reasonable  attorney  fees  and  expenses)  as  they  are  incurred  by  an  SMH
Indemnified Party in connection with the  investigation  of,  preparation for or
defense of any pending or threatened  claim or any action or proceeding  arising
therefrom,  whether or not resulting in liability within thirty (30) days of the
receipt of an invoice  therefore;  provided,  however,  that at the time of such
reimbursement  the SMH  Indemnified  Party shall have  entered into an agreement
with the Company  whereby  the SMH  Indemnified  Party  agrees to repay all such
reimbursed  amounts if it is  determined  in a judgment by a court of  competent
jurisdiction  that the SMH  Indemnified  Party is not entitled to indemnity from
the Company.  Notwithstanding the foregoing,  the Company shall not be liable to
any SMH  Indemnified  Party under this  Section  4(a) to the extent that (a) any
loss, claim, damage,  liability or expense is determined by a court of competent
jurisdiction  to result  primarily  from any such SMH  Indemnified  Party's  bad
faith,  unlawful conduct,  willful  misconduct or gross negligence or (b) to the
extent that  Advisor is required to  indemnify  the Company  pursuant to Section
4(b) hereof.

     (b) Advisor  agrees to indemnify  and hold  harmless the Company,  CBAC and
their  affiliates,   agents,  and  advisors,  and  their  respective  directors,

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officers,  employees,  agents  and  controlling  persons  (each  individually  a
"Company  Indemnified  Party"),  from and against  any and all  losses,  claims,
damages,  liabilities and expenses  whatsoever,  joint or several,  to which any
such Company  Indemnified Party may become subject under any applicable  federal
or state law of the United States of America or otherwise,  caused by,  relating
to or arising  out of (i)  Advisor's  breach of a  representation,  warranty  or
covenant herein, or (ii) the gross negligence, bad faith, willful misconduct, or
unlawful  conduct of Advisor.  Advisor will  reimburse  any Company  Indemnified
Party for all expenses (including reasonable attorney fees and expenses) as they
are  incurred  by  such  Company   Indemnified  Party  in  connection  with  the
investigation of,  preparation for or defense of any pending or threatened claim
or any action or  proceeding  arising  therefrom,  whether or not  resulting  in
liability; provided, however, that at the time of such reimbursement the Company
Indemnified  Party shall have entered into an agreement with Advisor whereby the
Company  Indemnified Party agrees to repay all such reimbursed  amounts if it is
determined  in a final  judgment by a court of competent  jurisdiction  that the
Company   Indemnified   Party  is  not  entitled  to  indemnity   from  Advisor.
Notwithstanding  the  foregoing,  Advisor  shall not be  liable  to any  Company
Indemnified  Party  under this  section  4(b) to the  extent  that (a) any loss,
claim,  damage,  liability  or expense  is  determined  by a court of  competent
jurisdiction  to  result  directly  from any such  Company  Indemnified  Party's
willful  misconduct  or gross  negligence,  or (b) to the extent the  Company is
required to indemnify Advisor therefore pursuant to section 4(a) hereof.

     (c) If for any reason (other than a final  non-appealable  judgment finding
any SMH Indemnified Party or the Company or Company  Indemnified Party (any such
party, an "Indemnified Party") liable for losses, claims,  damages,  liabilities
or  expenses  for its gross  negligence  or willful  misconduct)  the  foregoing
indemnity is  unavailable  to an Indemnified  Party or  insufficient  to hold an
Indemnified Party harmless,  then the other party shall contribute to the amount
paid or payable by an Indemnified Party as a result of such loss, claim, damage,
liability or expense in such  proportion as is  appropriate  to reflect not only
the relative benefits received by the Company on the one hand and Advisor on the
other, but also the relative fault by the Company,  Advisor and each Indemnified
Party,  as  well  as  any  relevant  equitable  considerations,  subject  to the
limitation that in no event shall the total  contribution of all SMH Indemnified
Parties to all such losses, claims, damages,  liabilities or expenses exceed the
amount of fees actually received and retained by Advisor hereunder.

     5. Term of Agreement.  This  Agreement  shall  terminate upon the sooner of
eighteen (18) months after the  effectiveness  of the Company's  initial  public
offering (February 14, 2005) or upon the completion of a Transaction.  This term
will be  extended to  twenty-four  (24) months  after the  effectiveness  of the
Company's initial public offering if a letter of intent,  agreement in principle
or definitive  agreement has been executed  within 18 months after the Company's
initial public offering becomes effective.  The foregoing  notwithstanding,  the
Company may terminate  this  agreement at any time after six months by providing
10 days advance  written  notice to SMH.  Upon  termination  of this  Agreement,
neither party shall have any further rights or obligations to the other,  except
that (i) the Company  shall be obligated to pay fees under  Sections 2.1 and 2.2
hereof relating to Transaction(s)  commenced by the Company prior to termination
of the  Agreement,  (ii) the Company  shall be obligated  to reimburse  expenses
under Section 2.4 incurred by Advisor  during the period prior to termination of
this Agreement or related to transactions  continuing beyond  termination of the
Agreement,  (iii) if the Company terminates this Agreement early, the provisions
of paragraph 5 (i) above shall extend to any transaction that occurs with Target
with whom the Company has had meaningful  discussions regarding a Transaction at
the time of termination,  and (iii) Advisor and the Company shall continue to be
bound by the provisions of Section 4 hereof.

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     6. Relationship of Parties. The parties agree that their relationship under
this Agreement is an advisory  relationship only, and nothing herein shall cause
Advisor to be partners,  agents or fiduciaries  of, or joint venturers with, the
Company or with each other.

     7. Notices. All notices required or permitted herein must be in writing and
shall be deemed to have been duly given the first  business  day  following  the
date of service if served  personally,  on the first  business day following the
date of actual  receipt  if  delivered  by  telecopier,  telex or other  similar
communication  to the party or parties to whom notice is to be given,  or on the
third  business  day after  mailing  if mailed to the party or  parties  to whom
notice is to be given by registered or certified mail, return receipt requested,
postage prepaid, to Advisor and to the Company at the addresses set forth below,
or to such other  addresses as either party hereto may designate to the other by
notice from time to time for this purpose.

Advisor:         SANDERS MORRIS HARRIS INC.
                 600 Travis Street, Suite 3100
                 Houston, Texas 77002
                 Attn:   Michael S. Chadwick
                         (713) 250-4202
                 Fax:    (713) 250-4294


Company:         COASTAL BANSCHARES ACQUISITION CORP.
                 9821 Katy Freeway, Suite 500
                 Houston, TX  77024
                 Attn:   Cary M. Grossman
                         (713) 827-2104
                 Fax:    (713) 722-9510

     8.  Parties.  This  Agreement  shall inure to the benefit of and be binding
upon the parties hereto and their respective successors and assigns.

     9.  Governing  Law.  This  Agreement  shall be  construed  and  enforced in
accordance with the laws of the State of Texas,  except for its conflicts of law
principles.

     10.  Entire  Agreement,  Waiver.  This  Agreement  constitutes  the  entire
Agreement  between  the  parties  hereto  and  supersedes  all prior  Agreements
relating to the subject  matter  hereof.  This  Agreement  may not be amended or
modified in any way except by subsequent  Agreement executed in writing.  Either
the Company or Advisor may waive in writing any term, condition,  or requirement
under this Agreement  which is intended for its own benefit,  and written waiver
of any breach of such term or condition of this Agreement shall not operate as a
waiver of any other breach of such term or  condition,  nor shall any failure to
enforce any  provision  hereof  operate as a waiver of such  provision or of any
other provision hereof.



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SANDERS MORRIS HARRIS INC.                  COASTAL BANCSHARES ACQUISITION CORP.



/s/ Michael S. Chadwick                     /s/ Cary M. Grossman
-----------------------------               ------------------------------
By: Michael S. Chadwick                     By: Cary M. Grossman
    Managing Director                           Co-Chief Executive Officer





















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