Exhibit 10.4

                      RESIGNATION AND FORFEITURE OF SHARES


     THIS RESIGNATION AND FORFEITURE OF SHARES ("Resignation and Forfeiture") is
executed  and  delivered by Fred S.  Zeidman and  acknowledged  and agreed to by
Coastal Bancshares Acquisition Corp.

     The   undersigned   acknowledges   that  execution  and  delivery  of  this
Resignation  and  Forfeiture  is  a  condition  to  the  Company  and  I-Bankers
Securities    Incorporated   and   Newbridge   Securities    Corporation,    the
representatives  of the  underwriters  in the Company's  initial public offering
(the "Representatives"), releasing the undersigned of his obligations under that
certain  insider letter dated January 20, 2005,  executed by the undersigned for
the benefit of the Company and the Representatives (the "Insider Letter").  This
Resignation and Forfeiture is to be made effective as of April 7, 2005.

     The  undersigned,  for good and  valuable  consideration  the  receipt  and
sufficiency of which are hereby  acknowledged and intending to be legally bound,
in  order  to  induce  the  Company  and  the  Representatives  to  release  the
undersigned  from his  obligations  under the Insider  Letter,  hereby agrees as
follows:

     The  undersigned  hereby  resigns from his  position  with the Company as a
member of the Board of Directors.

     The  undersigned,  hereby forfeits his ownership of 40,000 shares of common
stock of the Company, par value $.01 (the "Shares"),  which Shares are currently
held in escrow by  Continental  Stock  Transfer  & Trust  Company  (the  "Escrow
Agent")  pursuant to that certain  Stock Escrow  Agreement,  dated  February 18,
2005, between the initial stockholders of the Company, the undersigned,  and the
Escrow Agent (the "Stock Escrow Agreement").

     The undersigned hereby terminates his interest in and waives any rights
he may have pursuant to the following  agreements:  (i) the Insider Letter; (ii)
the Stock Escrow Agreement; (iii) the Lock-Up Agreement dated February 18, 2005,
by  and  between  the  undersigned  and  the   Representatives;   and  (iv)  the
Registration  Rights  Agreement,  dated  February 14,  2005,  by and between the
Company,   the  undersigned  and  the  additional   stockholders  named  therein
(collectively, the "Agreements").

     If any  provision of this  Resignation  and  Forfeiture  is held invalid or
unenforceable  by any court of competent  jurisdiction,  the other provisions of
this  Resignation  and  Forfeiture  will  remain in full force and  effect.  Any
provision of this Resignation and Forfeiture held invalid or unenforceable  only
in part or degree  will  remain in full  force and effect to the extent not held
invalid or unenforceable.

     The undersigned hereby agrees to execute, or cause to be executed,  any and
all  amendments,  agreements,  documents or instruments in connection  therewith
necessary or  appropriate  to further the  intentions  of this  Resignation  and
Forfeiture.

     This  Resignation  and  Forfeiture  may not be changed  except in a writing
signed by the person(s) against whose interest such change will operate. Nothing
contained  herein  shall be  deemed to be a waiver of any  rights,  remedies  or

<PAGE>

privileges  that any  party  may  have  except  as  expressly  provided  in this
Resignation and Forfeiture.  This Resignation and Forfeiture will be governed by
and construed  under the laws of the State of Texas without regard to principles
of conflicts of law.

     IN WITNESS  WHEREOF,  the  undersigned  has  executed  and  delivered  this
Resignation and Forfeiture as of this 7th day of April 2005.




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




Acknowledged and Agreed to By:

Coastal Bancshares Acquisition Corp.

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


I-Bankers Securities Incorporated

By:  /s/ Shelley Gluck
---------------------------------------
Name:    Shelley Gluck
Title:   Chief Financial Officer


Newbridge Securities Corporation

By:  /s/ James E. Hosch
---------------------------------------
Name:    James E. Hosch
Title:   Senior Vice President





                                      -2-