exv10w1






Exhibit 10.1




CONSULTING AGREEMENT




This Consulting Agreement (“Agreement”) is entered into on this 8th day of August, 2007,
by and between Dan Hudson, acting under the name of Bankmark & Financial Marketing Services
(“Bankmark”), with offices at 5015 Addison Circle, Suite 511, Addison, TX 75001 and Bob Adkins
representing the T & E Holding Inc. of Phoenix-Scottsdale Arizona with organizational offices at
702 Ash Street Lobby Level, San Diego, California 92101. Other references made to the term “Bank”
represent the de novo bank and its organizers (the “Organizers”).



The parties hereby agree as follows:



I. SCOPE OF THE ENGAGEMENT




Bankmark’s primary responsibilities within the scope and term of the engagement are to provide
project management, resource identification, and resource management in conjunction with the
client, and to facilitate the capital acquisition phase of the project. Bankmark’s role during the
organizational phase is usually, or can be:




	 	•	 	Presentation to core group members describing what is involved in establishing a
bank and working through such issues with new prospective organizers/directors. It is
Bankmark’s previous success rate, performance, and clear understanding of the process
that is articulated during these meetings. The engagement of a consultant that has
successfully assisted numerous clients through the bank chartering process provides
the credibility that most potential organizers are seeking before they become engaged
in a project. Bankmark provides a new group the ability to say, “We have with us as
partners a firm that has been there, done that...recently and repeatedly.”
	 
	 	•	 	A diverse group of industry experts in all areas required to open a bank:
corresponding bank relationships, project financing, equipment, technology, legal,
accounting, operations, and facilities that are capable of providing a turnkey bank
with custom features or select needs based on specific client request. It is
important to realize that opening a bank is a far more complex process that requires a
different skill set than managing an existing bank on a day-to-day basis.
	 
	 	•	 	Over the years, and especially more recently, organizers, directors, and management
continuously infer we “help them see around the corner.” In other words, at any point
during the process, we are able to advise our clients as to what’s ahead and the
impact of options being considered or plans in the queue. This process allows clients
to more thoroughly evaluate each element under consideration. Thus, each alternative
selected should produce the result desired by the Bank’s organizing group. If
necessary, the group is encouraged to visit banks that have recently





			
	 	 	 
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	 	 	 	opened to better understand the impact and ramifications of their own decisions.






	 	•	 	Bankmark provides project management and tools, which allow the group to obtain
information concerning its area of expertise or assignment in the project management
process. Our client bank project management programs use our most recently completed
projects’ timeline information as baseline data. This process assures all elements to
opening in a timely manner and within budget.
	 
	 	•	 	Bankmark will provide logistics and support at each Bank location by trained
Bankmark staff for the Bank’s management and administration of its contacts. An
important effect of the Bankmark process is that the Bank’s professionalism is
enhanced. This may have a positive impact on the Bank’s prospects for regulatory
approval and its capital acquisition program.
	 
	 	•	 	Determination of charter and review of new filing procedures by the Office of the
Comptroller of the Currency (OCC) & FDIC in conjunction with the organizing group.
	 
	 	•	 	Discussion of facilities/locations.
	 
	 	•	 	Legal representation review and discussion of which firms have processed the last
several successful applications.
	 
	 	•	 	Pre-opening budget discussion and review.
	 
	 	•	 	Identification and recruitment of a qualified management team for review with
personnel committee and Board of Directors.
	 
	 	•	 	Preparing & building the management team for presentation to the regulatory
agencies and submission of the application process:





ü  What role played during the organization phase

ü  What role played when the Bank opens

ü  When the management team starts...ideally




Let it be understood that Bankmark does not participate directly or indirectly in any sales
transaction between the Bank and prospective shareholders, nor will it solicit subscription
agreements or collect monies for prospective shareholders in connection with such activity.
Bankmark is not an agent for the de novo bank, and does not make representations as an agent or
otherwise for the Bank.



(This space intentionally left blank.)




			
	 	 	 
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II. CONSULTING FEES




Bankmark will design a marketing campaign to strategically support the Bank. Bankmark’s
professional fee for services is as follows:




	 	•	 	The consulting fee for facilitating a marketing campaign to support the Bank and
for providing logistics and administration for the Bank’s public offering is $625,000.
This is the total fee and there are no contingencies; commissions or other variable
payments regarding its payment. All fees are due and payable in advance of the month
the work is to be performed. All invoices for such fees and expenses are due no later
than the third business day from receipt of invoice.
	 
	 	•	 	Bankmark may, from time to time based on project financing, defer a portion of a
specific payment(s). At Bankmark’s discretion. the Bank will be notified as to when
the defined amount is due. Should Bankmark adjust the budget and defer payments.
this is not a forgiveness of said debt; it is a payment adjustment to assist in the
cash flow management of the project initiated to support the organizing group. If a
deferred payment plan is the agreed upon course of action, a new payment schedule will
be created and signed by both parties (Bankmark & T & E Holdings of
Phoenix-Scottsdale, Arizona). However, should the contract terminate for any reason
and the payment schedule has been adjusted from the original agreed schedule, the
remaining balance owed, if any, will be based on the original payment schedule in this
agreement. The final payment of all past due amounts will be confirmed 1 month prior
to termination of contract and will be outlined in the mutual release agreement to be
signed by both parties.
	 
	 	•	 	The fees shall be paid in the following incremental amounts:





	 	 	 	 	 	 	 
	Payment # 1
	 	$	10,000	 	 	Month              1
	Payment # 2
	 	$	10,000	 	 	Month              2
	Payment # 3
	 	$	15,000	 	 	Month              3
	Payment # 4
	 	$	15,000	 	 	Month              4
	Payment # 5
	 	$	30,000	 	 	Month              5
	Payment # 6
	 	$	30,000	 	 	Month              6
	Payment # 7
	 	$	30,000	 	 	Month              7
	Payment # 8
	 	$	40,000	 	 	Month              8
	Payment # 9
	 	$	40,000	 	 	Month              9
	Payment # 10
	 	$	40,000	 	 	Month              10
	Payment # 11
	 	$	40,000	 	 	Month              11
	Payment # 12
	 	$	40,000	 	 	Month              12
	Payment # 13
	 	$	40,000	 	 	Month              13
	Payment # 14
	 	$	40,000	 	 	Month              14
	Payment # 15
	 	$	40,000	 	 	Month 15






			
	 	 	 
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	Payment # 16
	 	$	40,000	 	 	Month              16
	Payment # 17
	 	$	40,000	 	 	Month              17
	Payment # 18
	 	$	50,000	 	 	Month              18
	Payment # 19
	 	$	35,000	 	 	Final Payment1
	Professional Fee Total
	 	$	625,000	 	 	 








 




			
	1	 	The final payment of $35,000 is due at the
release of funds from the impound account, or 120 days
from the effective date of the prospectus/offering,
whichever comes first. It should be understood that
receipt of the final payment of $35,000 is not
contingent upon any conditions or performance. The
final payment shall be considered a post-opening expense
for accounting purposes. Although it appears in, it is
not included in the calculated total of the estimated
pre-opening expense budget previously presented to the
Bank.





III. EXPENSES TO BE PAID BY THE BANK









These fees only represent an estimate. As each required service is negotiated with the selected
firm or individual, an agreement or purchase order will be submitted to and approved by the Bank’s
management in advance of any payment or commitment to pay. These agreements will be itemized and
totaled in a report to management on a monthly basis to account for monies committed or owed
against the estimated budget. In each and every case where a budgeted expense may be exceeded due
to necessary changes in the regulatory process, additional events, or any other requirements
required to support the proposed transaction, management will pre-approve the newly revised budget
before it is incurred.







Projected Costs:




Bankmark’s fees are disbursed monthly over the life of the project. Other costs are paid by the
Bank but managed by Bankmark. As the Project Supervisor (PS) and/or Project Manager (PM) prepare
to implement the various stages and expense items of this Agreement, they will present to the
client a more detailed anticipated monthly expense of the various budget category line items of the
expenses. These monthly presentations of anticipated expense will, in turn, be reviewed with
senior management or the Project’s designated representative every thirty (30) days. Items or
services to be purchased on behalf of the Bank will be outlined in a contract or estimate form
provided by the specific supplier and approved by Bank personnel prior to purchase of the item or
service. Based on the assumption that the Bank will have to host approximately 65 investment
meetings, with an average attendance of 25 attendees to meet 1,625 (minimum) qualified investors,
the following costs are projected:



			
	 	 	 
	Project Support**
	 	$1,000 per month






Other part time staff, or FTE (Full Time Equivalent) time, has been allocated pursuant to the
project budget. Some staff members do not work on site at the organizational office, but at
Bankmark’s offices in California, Colorado, and Texas. This provides consistency from project to
project, access through universities for data entry personnel or other essential personnel that
Bankmark does not have to hire, train, and release as a project



			
	 	 	 
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ends. Instead, it provides continuity to all Bankmark’s clients by spreading out the part time
hours needed to support all of Bankmark’s projects.



For many banking professionals, not being able to “see” an individual causes concern when, in fact,
it is the work to be produced in total and in relationship to the project’s needs at that specific
juncture. For example, one day the data entry personnel are completely inundated with roster entry
and proofing, requiring 3-4 staff members. The next day the entire off-site office group is
consumed with one project. What this system provides overall (and within a more managed budgetary
process) is the human resource component consistently on-call without inflating the on-site project
staff.



In addition to Technical Staff, Bankmark maintains Database and Project Support Staff made up of
both part-time (PTE) and full-time (FTE) personnel. These staff members will not work on-site at
the Bank’s Project office, but at Bankmark’s offices in California, Colorado, Texas, and New York.
These individuals are employees of Bankmark. They maintain and manage the Bank’s Database and
provide consistent and necessary Database and Project Support Services to the Bank at the request
and under the direction of the Bank’s PM.



Computer Network System & Printers Rental Service




It is essential that the Bank’s temporary project site meet the necessary minimum requirements
needed to support the Capital Campaign and the Events Phase of the organizational process. In
order to maintain consistency from project to project and for the convenience of our clients,
Bankmark will provide a range of Technical Support to the Bank for the duration of this agreement:




	 	1.	 	Laptops/Desktops – For the Bank’s Project Manager (PM) and Events Staff
(Project Site Support Staff). They are each pre-loaded and set-up with:






	 	a.	 	All necessary software, hardware, and networking components
and licensing
	 
	 	b.	 	The Bank’s Project Database ·Interface
	 
	 	c.	 	Email Account
	 
	 	d.	 	Remote Access to Bankmark’s VPN






	 	2.	 	Web Hosting of all temporary sites for the term of this Agreement.
	 
	 	3.	 	Database Hosting, Support, and Maintenance for the term of this Agreement.
	 
	 	4.	 	Up to three Project site visits from our Technical Support Staff for the
following:






	 	a.	 	Project Site Set-up
	 
	 	b.	 	Database Training
	 
	 	c.	 	Periodic Check-up and Maintenance throughout various phases





			
	 	 	 
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	 	5.	 	Miscellaneous hardware and Software for Project Site Set-up





Other Project Site & Equipment Requirements

(NOT included in the previous section)



The Bank agrees to provide the following for the duration of the Bank Project:




	 	1.	 	Facility Requirements — 1,500 — 2,000 square feet exclusive working location
to support the Bank’s Senior Management Team and the Project Staff (6-8 people). The
facility shall be secured and well-lighted for access at any time.
	 
	 	2.	 	Other Technology, Furniture, & Equipment Requirements:






	 	a.	 	Several desks and the necessary number of working tables and
chairs for processing the events materials
	 
	 	b.	 	Minimum of six (6) phone lines for the Project staff, which
are not too heavily used by other Bank operational needs
	 
	 	c.	 	One dedicated high-speed data line (DSL/Cable modem)
	 
	 	d.	 	One dedicated fax line
	 
	 	e.	 	One designated fax machine
	 
	 	f.	 	Work Station printer/copier (specifics to be provided) -
needed for reports required to keep Organizers and Bank Management updated
with current potential shareholders names and event schedules
	 
	 	g.	 	Pitney Bowes (or equivalent) postage machine






	 	3.	 	Fed-Ex, UPS, DHL or equivalent shipping account — for Project site needs
	 
	 	4.	 	Office Supplies — pens, pads of paper, computer paper, etc., which will be
ordered by the Project Manager (PM) through the Bank’s supplier. When supplies are
needed, the PM will put together a supply request form to be approved by the Bank.
Upon approval by the Bank, the PM will procure the materials and maintain an inventory
for the project.





The Database




Ownership





	 	•	 	Bankmark owns, develops, and manages the database system and its user interface.
	 
	 	•	 	The Bank owns all contact and investment information provided by the Bank and
residing within the database.





			
	 	 	 
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	 	•	 	Prior to final payment of Bankmark Fees and upon termination of this Agreement,
Bankmark will relinquish all contact and investment information to the Bank in static
form (i.e. MS Excel format or equivalent).





(OR)





	 	•	 	Upon receipt of final payment of Bankmark Fees for the contract, Bankmark will
provide the Bank with a replica of the database system and its user interface for
their continued use or conversion.





Database Development, Training & Project Support




As the Bank gets closer to filing their Bank Charter Application, a Bankmark representative will
present the Database Development & Training Process (DDTP) to your entire group. At that time, we
will establish goals and deadlines for each director/organizer to submit contact lists and field
any questions and/or concerns regarding this process and confidentiality of the information given.




	 	 	Upon beginning the Database Development & Training Process (DDTP) Bankmark provides the
Bank with the following:






	 	•	 	All necessary data entry and proofing services of all contact and investment
information provided by the Bank to Bankmark for the DDTP and the Bank’s Capital
Campaign
	 
	 	•	 	Quantitative and Quality Assurance reporting to monitor database integrity,
submitted weekly to the PM for his/her PM Report for the Bank’s Management
	 
	 	•	 	Accountability Reports for each director/organizer to monitor their individual
progress and contributions to the Capital Campaign
	 
	 	•	 	Target Market Queries to support the development and execution, as well as the
effectiveness of the various investment meetings during the Bank’s Capital Campaign





			
	 	 	 
	Graphics Program Development**
	 	$35,000






The Graphics Development Program (GRDP) includes the following:




	 	•	 	Branding Workshop, Identity Development & Bank Logo Development
	 
	 	•	 	Intranet Portal, Website Design & Maintenance
	 
	 	•	 	Stationery, event items, display boards, brochures, etc.





			
	 	 	 
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	 	•	 	All appropriate materials to support the offering, as well as all other legal
documents that support the offering





Bankmark’s Graphics Development Program (GRDP) is a key element in a successful de novo banking
experience. Although it does not relate specifically to the application process, it will be tied
directly to the timeline of your Bank Application. GRDP involves the “Design to Production” phase
of the Bank’s graphic material necessary for the various pre-opening stages. Within the confines
of this Agreement, “design to production” refers to the development of the creative materials
through mechanical pre-production requirements to produce/print each individual item. It does not
include the actual expense of the massive printing, both internal and external, that will occur
once the GRDP is complete. Printing Costs, both external and internal, are discussed elsewhere in
this Agreement and are listed separately on the Bank’s Pre-opening budget. The GRDP Addendum and
Discussion Guide will be presented to the Bank at a later date and will provide a more detailed
description of all items and services included in this Agreement relating to the GRDP. Once
initiated, the entire process should last about 120 days.



The process begins with the “Developing the Brand Identity” Workshop. Immediately following the
workshop, Bankmark will provide the Bank with a temporary website where the Bank’s organizing group
can log on and submit Bank name ideas and interact with each other and Bankmark’s Creative Team.
Bankmark will be responsible for setting up and maintaining this interactive site as part of the
GRDP. Approximately 6-8 weeks after the workshop, Bankmark will send one or more designated
representatives from our Creative Team who will travel to meet with the Bank’s organizing group as
a whole. During this time, they will make formal presentations of initial potential logo designs
based 011 comments, suggestions, and recommendations at the workshop, as well as any other possible
ideas we feel the group might be receptive to based on Bankmark’s successful tract record in the
arena of marketing de novo bank’s during the Organizational & Capital Campaign Phases. Let it be
understood that Bankmark’s GRDP process is designed specifically for de novo backs during their
pre-opening phases. Bankmark’s expertise in this area also includes extensive knowledge of any and
all State and National regulatory issues and requirements relating to marketing materials for a de
novo bank prior to “In Organization” (“IO”) permission as well as during the Capital Campaign
itself. Bankmark currently does not specialize in marketing of the Bank after it opens its doors
to the public. Upon completion of the Terms of this Agreement. Bankmark will make arrangements to
transfer all completed GRDP items to the Bank’s senior management as outlined in this Agreement
(list page #, Section, etc.).



The Bank recognizes that there may be other “design firms” within the Bank’s community that may
approach the Bank’s organizing group with offers of graphic development and marketing services.
However, these individual firms do not have the expertise necessary for developing graphic material
for a de novo bank project. This Agreement includes Bankmark’s GRDP and is a non- negotiable item.
At the “Brand Identity” Workshop, we will bring samples of some of our previous projects for you
to review.



			
	 	 	 
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Bankmark does not provide coaching for local design firms to understand the graphics process as it
relates specifically to de novo bank charters. As a result, we have developed an “in-house” system
for our bank clients. We do, however, strongly recommend utilizing local firms for the marketing
of the Bank after the doors open. It is an excellent way to build strong community ties very
quickly.



Project Site Support Staff*




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Month 12
	 	$	12,000	 
	 	 	 	 	Month 13
	 	$	12,000	 
	 	 	 	 	Month 14
	 	$	12,000	 
	 	 	 	 	Month 15
	 	$	12,000	 
	 	 	 	 	Month 16
	 	$	12,000	 
	 	 	 	 	Month 17
	 	$	12,000	 
	 	 	 	 	Month 18
	 	$	12,000	 
	 	 	 	 	 
	 	 	 	 	TOTAL
	 	$	84,000	 






The staffing budget only represents a monthly estimate. As we begin the hiring process closer to
the Bank’s campaign, we will present a more specific (weekly) cost per person spreadsheet for
approval.



Food, Beverage, and Facilities (based on approximately 65 events)




	 	 	 	 	 	 	 	 	 
	 	 	 	 	Month 12
	 	$	8,000	 
	 	 	 	 	Month 13
	 	$	8,500	 
	 	 	 	 	Month 14
	 	$	8,500	 
	 	 	 	 	Month 15
	 	$	8,500	 
	 	 	 	 	Month 16
	 	$	8,500	 
	 	 	 	 	Month 17
	 	$	8,500	 
	 	 	 	 	Month 18
	 	$	8,000	 
	 	 	 	 	 
	 	 	 	 	TOTAL
	 	$	58,500	 
	 	 	 	 	 





These amounts only represent estimates. As each month is planned in advance, the estimates will be
recalculated on a per-event cost. The event costs are also tracked weekly as each event occurs and
costs are posted so the PM and the client know exactly where the project stands in relationship to
the budget at all times. This is a cost category tracked jointly by the client and Bankmark.



			
	 	 	 
	External Printing
	 	$25,000







	 	•	 	Invitations
	 
	 	•	 	Offering circular & all the packaging
	 
	 	•	 	Letterhead, business cards, and envelopes





			
	 	 	 
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The quantities, paper specification, etc., will be bid out/estimated upon completion of the design
phase. If possible; Bankmark will secure a local printer, provided the quality standards can be
met in relationship to the budget. All print estimates and purchase orders will be signed and
approved by the client.



			
	 	 	 
	Internal Printing**
	 	$16,000






Internal printing is a service provided by Bankmark whereby full digital color printing is needed
only during the stock sale process, such as printing of the prospectus. Because Bankmark prints
these files digitally in-house, the client is afforded a cost per piece of at least 50% savings in
comparison to using a “Kinko’s.” This in-house process allows Bankmark the ability to manage On
behalf of the client, ordering only what is needed on a weekly basis. Therefore. our quantity
counts are low.



Marketing Promotions **





	 	•	 	Presentation boards for investment meetings
	 
	 	•	 	The chairman’s’ circle/founders coffee promotion
	 
	 	•	 	Logo golf style shirts
	 
	 	•	 	Other name recognition items





The specifics (i.e., count, item, color specifications, set-up fees) will be outlined in a separate
addendum for approval by Bank/project management prior to beginning the events process. This will
include all design, dye-cast, set-up production, and shipping requirements.



			
	 	 	 
	Speaker Honorariums**
	 	$9,000






Speaker honorariums are paid to any qualified industry expert identified by Bankmark. Most likely,
these individuals have previous experience with the Bankmark program, content and format especially
as it relates to regulatory dos and don’ts. They could be Robert Steiner, Bryan Hyzdu, Dan Hudson,
or any other speaker Bankmark deems acceptable. Each event fee is $450 per event (approximately 65
events). Speaker Fees are for the purpose of having industry experts present on behalf of the
industry and the bank. Speakers are utilized at Bankmark’s discretion when we feel the campaign
requires a push from the outside expert. Once the client becomes familiar with the presentation
content and know how to field questions, Bankmark will turn the speaking over to the client on an
as needed basis. Therefore, we have reduced the standard speaker budget to accommodate only the
first 20 events. At the end of each 15-day period during the events phase of the project, Bankmark
and the Bank will review and reconcile the speaker honorariums to be paid for that period.



			
	 	 	 
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	Public and Promotional Events
	 	$8,000






Public and promotional events are events “outside of the box,” or a standard event whereby the
event has a theme that is usually time sensitive and a special guest speaker has been scheduled.
The event requires a broader scope and scale or marketing to draw a larger qualified audience. Any
event in this category budget is planned and approved by the Bank organizers.



These projected costs are based on the following assumption:



The most important factor in holding the events cost to a minimum is to maintain a high average
attendance: 1) if the Bank gets them to an event and 2) follow up to gauge their interest within
24-48 hours. If the Bank’s goal is a minimum of 1,625 qualified attendees and we maintain an
average attendance of 25 per event, the Bank can reach its capitalization goal upon completion of
the 65 event. The caveat is the follow-up by directors and the Bank and is imperative to the
success of the Capital Acquisition Program based on these assumptions.



**Fees paid directly to Bankmark. An invoice, along with any necessary supporting documentation.
will be presented to the Bank as each expense is incurred. These invoices are due net ten (10)
days upon presentation.




	*	 	All items outlined in this section are financial responsibility or the property of the Bank.
These amounts represent a current market estimates. An updated estimate will be provided at
time of expense.





IV. TERM




The contract shall expire 120 calendar days from the effective date as published on the offering
circular at 5:00 p.m. unless otherwise extended by mutual agreement, in writing. Any budgetary
requirements associated with the continuation of said agreement will be outlined by Bankmark and
pre-approved by the Bank or the Bank’s representative before any work is continued. All extensions
are in 30-day increments approved by both parties. Each 3D-day extension is for the fee of
$35,000. All fees for extensions are due at the beginning of the 3D-day extension.



V. STAFFING REQUIREMENTS BY FMS/BANKMARK




Overall project responsibility on behalf of Bankmark will be carried out by Dan Hudson (“DR’’),
Business Group (“BG”), Project Supervisor (“PS”), and Project Manager(s) (“PM”). During the period
of time prior to beginning the investment meetings, a senior associate for Bankmark (DR BG, PS, or
PM) will meet with the Organizers or Management Personnel a minimum of once every two weeks for a
project briefing and update session. A client conference report will be provided to outline the
project time line, responsibilities and resource requirements for the upcoming two weeks, and
anticipated monthly scheduling or participation required of Bank personnel or the organizing group.
It is estimated that a senior associate (DH, BG, PS, or PM) will be on location a minimum of 3
days per week prior to the investment meetings beginning. The



			
	 	 	 
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composition of Bankmark’s management team will be further defined upon project commencement.



VI. OTHER STAFFING REQUIREMENTS




All project employees will be made available by the Bank and will report directly to Bankmark’s PM.
The employer of this staff will be a third-party national employment agency firm, which will be
approved by the Bank and provide the Bank with a price break for budgetary purposes. It will also
ensure that all local and state employment laws and requirements will be met. Their work
scheduling, daily job responsibilities, and if necessary, dismissal from the project, are the
responsibility of Bankmark’s PM. Prior to any dismissal of a project employee, Bankmark will
review the circumstances and conditions with the Bank concerning the employee and their
recommendations, if any, for dismissal. In turn, Bankmark also recognizes the importance of
congeniality between project staff and the Bank. Therefore, should conflict/tension between a
specific project individual and the Bank arise, Bankmark encourages the Bank to immediately bring
the situation to the attention of the PS or PM so that any necessary adjustments,
employee-transfers, or even dismissal/termination can be dealt with so that the flow/momentum of
the project is not hindered. The determination of an hourly wage will be gauged and set by the PM
based on the experience and skill level necessary to perform their job responsibilities pursuant to
the requirements of this Agreement. For example, regardless of policies established within the
institution, Bankmark or the organization/group will not employ $8 per-hour, fast-food, entry-level
personnel for positions which require data entry and sorting skills and/or meeting the public,
i.e.) a skill level of $14 — $16 an hour (or prevailing wage). However, all expenditures of this
nature will be within the budget described above unless otherwise agreed to by each party, in
writing.



Bankmark understands that part-time/temporary staff positions with no immediately offered benefits
do not always attract “top” people as prospective project employees. Therefore, Bankmark will
always attempt to first “pull in” qualified personnel from other projects (whether in progress or
recently completed) to staff a newly beginning project so that the level of experience and training
are exemplary and consistent. A combination of experienced Bankmark personnel and new hires from
the project’s immediate area equate to a well-balanced on-site team, essential to the success of
the project.



It is important to note that typical “Bank” employees that may work for the institution
post-charter normally do not have the skill set necessary for the type of employees Bankmark must
solicit and engage to successfully perform the duties as specified within the boundaries of this
contract. From time to time, Bankmark may hire college or high school students, who could
potentially be siblings of directors or others close to the project. Typically, they are hired to
perform what are considered “after-hours” or “summer-time” duties (see “Part-Time RSVP Callers”
below). Because of the skill set necessary for the success of this project, Bankmark and client
agree that the policy not to hire directors’ relatives, friends, etc., is appropriate. Hiring
should be based on the skill set necessary to complete the job.



			
	 	 	 
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The staff s payroll will be managed by the PM, a Bankmark person familiar with the firm that pays
the employees. Invoices are processed through Bankmark’s Payroll Manager, approved by the PM and
presented to the client. The client must pay for these outside services net 15 days of
presentation.



Part-time RSVP Callers: Telephone calls to invite critical leads, close friends and personal
business relations are best made by the Organizer. However, based on the fact that there are other
time commitments by the Organizers, it may be necessary from time to time to employ RSVP callers.
These are hourly employees used only during the events phase and not continuously. If it is
necessary to employ these individuals, a budget will have to be established. This should only be a
back-up contingency.



VII. FACILITY REQUIREMENTS




The Bank must provide a working location to support a full time staff of 6-8: one senior associate,
one PM, and part-time people. It should comfortably sustain four desks and the necessary number of
working tables and chairs for processing the events material. (1,500-2,000 square feet exclusive).
The facility shall be secured and well lighted for access at any time. Unless otherwise noted by
memo or addendum, the computer equipment that is supplied is the property of Bankmark. Bankmark
and its personnel will not be restricted in any manner from access to its equipment or otherwise.



VIII. MISCELLANEOUS EQUIPMENT & SUPPLIES




The PM and support staff must have access to a minimum of six (6) phone lines which are not too
heavily used by other Bank operational needs, plus (at least) one dedicated high speed data line
(DSL/Cable modem) and one dedicated fax line. The staff must also be provided with a designated
fax machine and copier, which are needed for reports required to keep Organizers and Bank
management updated with current potential shareholder names and event schedules. There is also a
significant amount of copying required in the database management and the reporting function. The
project also requires a varying amount of office supplies: pens, pads of paper I computer paper,
etc., which will be ordered by the PM through the Bank’s supplier. There are monthly phone charges
for sending data via modem between Bankmark’s data center and the Bank’s on-site computer systems.
These line charges will be billed monthly with copies of the charges from the phone bill. There
will be monthly charges for Fed Ex/UPS regarding overnight shipping of data entry work, lists or
supplies. These charges will also be billed monthly with copies provided from the respective
supplier.



			
	 	 	 
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8.1




The procurement of supplies to maintain the project’s readiness will be maintained by the PM. The
Bank will establish a business account with Office Depot, Office Max, Staples or an equivalent.
When supplies are needed, the PM will put together a supply request form to be approved by the
Bank. Upon approval by the Bank, the PM will procure the materials and maintain an inventory for
the project.



IX. CONFIDENTIALITY OF INFORMATION




Without the prior consent of the Bank, Bankmark shall keep confidential and shall not disclose to
any third party any of the database or project files or any financial or other information relating
to the Bank, which is not already within the public domain. From time to time during the “events”
phase of the project, Financial Marketing Services (FMS)/Bankmark may invite guests to observe an
event. These guests may be other consultants or bank directors and officers from another bank.
The Bank will not unreasonably restrict Bankmark in allowing its guests to attend and observe the
process. If the prospective guest(s) are from the Phoenix-Scottsdale, Arizona areas of the United
States, Bankmark will inform the client. The client and Bankmark will then select a meeting in
which these local guests may attend.



X. RESPONSIBILITY AND ACCOUNTABILITY




To assure fulfillment of the requirements within this Agreement, the Bank and/or Organizers of the
Bank will designate one individual to work directly with Bankmark in the management and
implementation of this Agreement. The contact person(s) is Bob Adkins.



XI. ACCESS TO MATERIALS NECESSARY TO FILL THE TERMS OF AGREEMENT




The Bank will supply Bankmark with necessary copies of documents for handout during the investment
meeting presentation and development of the director training materials, i.e., the FDIC
application, the state application, business plans, strategic plans, etc.



OTHER COVENANTS PROVIDED BY CLIENT 12 — 22




Bankmark hereby warrants and represents that Bankmark shall:



XII.



On a best efforts basis, with client adherence to the terms and recommendations, work diligently to
implement all items discussed herein.



			
	 	 	 
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12.1




Not assume or create any obligation for, or on behalf of, or in the name of, or in any way bind,
the Bank except as expressly provided by this Agreement.



12.2




Engage in no conduct in the performance of this Agreement that reflects unfavorably on the Bank.



12.3




Agree to defend, indemnify and hold harmless the Bank and each of its Organizers, and their
successors and assigns, from and against any and all liability, damages, fees, including reasonable
attorneys’ fees, and expenses whatsoever, resulting, directly or indirectly, from any claim or
demand of any kind or nature, resulting from the wrongful actions, negligence, errors, omissions or
misstatements of Bankmark, its officers, directors, employees, agents or contractors in connection
with its performance of its obligations under this Agreement; provided, however, that Bankmark
shall not be liable under this section for the wrongful actions, negligence, errors, omissions or
misstatements of the Bank, its Organizers, employees, agents or contractors. This indemnification
shall survive the expiration or earlier termination of this Agreement.



Defend, indemnify, and hold harmless the Bank from any and all liability, claims, demands, suits,
costs, charges, and expenses, including, without limitation, attorney’s fees incident to any claim,
loss, damage, or injury to the person or property of Bankmark and its agents, employees and/or
contractors, or to the person or property of anyone injured through the acts or omissions of
Bankmark, or of agents, employees. or other persons acting on its behalf; except for other firms
or employees contracted directly with the Bank or Organizers.



Bankmark warrants and represents that it has the necessary personnel, experience, expertise and
ability to successfully organize, implement and promote the Bank in accordance with the budget.



XIII. OWNERSHIP OF MATERIALS




Rights of ownership and reproduction of materials supplied by Bankmark remain solely with Bankmark.
This includes proprietary methods, training materials, handouts and evaluation tools used during
the implementation of this Agreement. Any materials developed specifically for the Bank (i.e.,
logos, corporate identity package, signage, etc.) belong to the Bank when all monies owed as a
result of this work have been paid by the Bank as prescribed within this Agreement. Any other work
which may be developed for the Bank, such as promotional materials, etc., ownership licensing
rights or rights of reproduction, will be outlined and agreed to by each party before said work
begins or is produced. Any creative materials which are developed by Bankmark, any subsidiary
group, (Financial Marketing Services, ebankmarketing.com; etc.) or any of the firms;



			
	 	 	 
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affiliate websites, may depict any and all of these materials produced and a narrative of the
project’s objectives and accomplishments as part of a “print” or “online digital” portfolio and may
include, (but are not limited to), marketing materials, graphics, and websites.



13.1 BANKMARK COPYRIGHTS & PATENTS




During the course of the consulting engagement, Bankmark will, as part of its responsibility, make
available or provide materials to the Organizers, directors and management team. These materials
are only for the specific purpose of managing, tracking, educating and training. They are not to
be copied or distributed outside the immediate group of Organizers, directors, management and
staff. These materials are for internal use only. Should they be mistakenly used during the
capital acquisition phase of the engagement, the project members of the group could be put at risk.
These educational materials are for the sole purpose of training and may not be used for sales or
solicitation of prospective shareholders. These materials and the process they represent are
proprietary to Bankmark and are protected by copyrights.



The database application program is owned by Bankmark. In the case of a de novo bank whose current
staff possesses the skills and talents to copy, modify, change or duplicate the application
program, the Bank directors and management must assure Bankmark that no efforts by said staff will
occur.



At no time while Bankmark is actively engaged in the project, or upon its completion, will the
software application program be modified, duplicated, copied or changed without our prior written
approval.



The lists, rosters, critical leads, or any materials supplied to Bankmark for the development of
the database is the property of the group and/or the individual who provided the materials. Upon
completion by the staff of use of this material, it will be returned to the individual whom it
belongs. The completed database will become the property of the Bank upon completion of the
project and fulfillment of the terms specified in this Agreement



XIV. NON-COMPETE




Bankmark is currently working and meeting with other organizing groups in other areas, and it is
not our practice to provide non compete covenants during organization, as groups can end their
organizing efforts at anytime by electing not to finish the project Bankmark does allow that we
will not seek out new bank business in the following areas: Limited to the Phoenix-Scottsdale,
Arizona ONLY for the duration of this de novo bank project. However, upon opening, should the Bank
use Bankmark to provide marketing programs and services, a limited non-compete agreement can be
developed pertaining to the Bank’s immediate marketing area.



XV. ASSIGNMENT




			
	 	 	 
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Except as provided herein, this Agreement or any rights or obligations hereunder, may not be
assigned by either party without the prior written consent of the other party.



XVI. SURVIVAL




Paragraphs 9, 12, 13 and 14 shall survive the expiration or termination of this Agreement




XVII. AMENDMENTS




This Agreement may be modified in writing only, and cannot be changed orally.



XVIII. COMPLETE AGREEMENT




This contract is the entire and only Agreement between the parties. The contract replaces and
amends any previous agreements between the parties. This contract can only be changed by agreement
in writing and signed by both parties.



XIX. PARTIES LIABLE




This contract is binding upon all parties who sign it and all who succeed to their rights and
responsibilities.



XX. NOTICES




All notices under this contract must be in writing. The notices must be delivered personally or
mailed by certified mail, return receipt requested or Fed-Ex/UPS Next Day (or other expedited
delivery method requiring signature) to the other party at the address written in this contract, or
to that party’s attorney.



XXI. CHOICE OF LAW




The terms of this contract shall be interpreted under the laws of the state in which the
Application is chartered, regardless of whether the regulatory agency is state or federal.



XXII. SEVERABILITY




If one or more of the provisions of this contract are deemed invalid or illegal) the remainder of
the contract shall survive.



XXIII. TERMINATION




“OPT OUT CLAUSE”





	 	•	 	Bankmark’s primary responsibilities in the scope of the engagement are to provide
project management) resource identification and resource management in conjunction
with the client, and to facilitate the capital acquisition phase of the project. We
(Bankmark) will provide an outline of the first objectives to be completed at the
onset of each project phase. We will review and prioritize these tasks and programs
with the Client.





			
	 	 	 
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	 	 	 	The Client, in turn, agrees to use good faith, best effort and judgment in the
completion of all tasks set forth. More importantly, the timeline in which the
Client shall complete the objectives stated herein are of critical importance to
the success of the Bankmark process. The Client’s inability to comply with
Bankmark’s process, including but not limited to, inability to provide requested
information, will greatly impede Bankmark’s process, and therefore success rate.
Bankmark cannot be held responsible for delays caused by Clients inability to meet
time deadlines or Clients unsuccessful completion of the Capital Acquisition
Process. In the event of any of late occurrences, Bankmark will, in detail,
discuss delays with the Client and provide a written solution to which the Client
must adhere within 20 days of dated document. Failure to do so will result in
Bankmark instating “Opt Out” Clause, with no further penalties or expenses due to
Bankmark or Client. All monies previously paid for services rendered shall be
considered non refundable. All monies due to Bankmark shall immediately be payable
upon termination of this contract under this clause. Client will be held
responsible for all fees due up to the date of Termination of this contract, under
the “Opt Out” Clause. The “Opt Out” will be provided in writing, and will be
effective immediately upon Client receiving certified documentation. Bookmark
requests Client signs “Mutual Release.” Any claim or controversy that arises out of
or relates to this agreement or the breach of it shall be settled in arbitration in
accordance to the rules of the nearest local office of Judicial Arbitration
Meditation Service (JAMS).





No termination will be considered upon receipt of permission to organize from the governing aka
licensing authorities. All termination requests must be an issued written notice allowing each
party 20 business days to respond and meet concerning issue. After meetings have concluded and
dispute can not be resolved with either the resumption of this contract or a mutual release, then
termination moves forward and into mediation as prescribed in the agreement.




	§	 	1)       Dismissal with cause: Should the need arise
that the group of organizers decide to abandon the
project prior to filing the application or within the
first five months of the project, two application
payments and five months of the master consulting
agreement would be due in full for Bankmark to excuse
the client of any further obligations going forward.
Upon filing the application and up until granting of
permission to organize by the governing regulatory
agency(ies), the payment of the application fee is
due in full and 50% of the consulting payments
(beginning months 6-9) are due and payable for
Bankmark to grant the client release from the master
agreement. Upon receipt of permission to organize by
the primary regulatory agency, there is no release
from any or all of the contractual agreements.
“Cause”: Constitutes gross neglect by Bankmark by not
providing adequate guidance to the group within the
parameters of each working agreement.
	 
	§	 	2)       Dismissal without cause: If there are
issues or concerns that would cause the client group
to want to dismiss Bankmark without cause or neglect





			
	 	 	 
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	 	 	unbeknown to Bankmark, the client must communicate to Bankmark in writing what
the issues are and allow Bankmark to address the concerns as to what action
will be taken within 5 business days of receipt of the notification by the
client. Bankmark will respond first in writing, and a meeting will be held
with the organizers or the executive committee representing the group to
discuss the recommendations to resolve the concerns. If the concerns cannot be
resolved, the client is responsible for payment in full of all billings to date
as outlined in the original agreed schedule. If the current payment schedule
has been adjusted from the original agreed schedule thereby offering the
project debt deferment, the remaining balance owed, if any, will be based on
the original payment schedule in this agreement. The final payment of all past
due amounts will be confirmed 1 month prior to termination of contract and will
be outlined in the mutual release agreement to be signed by both parties.
	 
	§	 	Bankmark works for and at the sole discretion of the
Board of Directors. If, at any time, Bankmark
believes the group needs to receive information or be
informed of any detail affecting the project,
Bankmark will not be denied access to the group in
any manner. Should Bankmark wish to address the
Board of Directors on a critical issue or concern and
notifies management in writing or by email that
meeting shall occur within five business days. It is
again noted that Bankmark works for and at the
discretion of the organizers and board of directors.
To release Bankmark without a mutual agreement it
will require a super majority of the organizers or
76% vote of the members.





XXIV. ADDITIONAL TERMS OF THE CONSULTING AGREEMENT





	§	 	Bankmark shall be available to meet with any
regulatory agencies or the Bank’s attorney as needed
to effectively implement the requirements of this
Agreement.
	 
	§	 	Upon completion of the public offering, Bankmark will
provide a written action report on issues concerning
the de novo bank in the areas of product development,
delivery systems, and topical marketing needs based
on current trends experienced during the campaign.
This written report will be followed by an oral
presentation by Hudson & Steiner to the Board of
Directors. This is not to be confused with a
marketing plan, but rather a report on issues and
recommendations.
	 
	§	 	The parties agree that the Bank or Bankmark may
requite that any controversy or claim arising out of
or relating to this Agreement, or the breach thereof,
will be settled by arbitration in accordance with the
Rules of the American Arbitration Association in
effect at the time that the controversy or claim
arises, and judgment upon the award tendered by the
arbitrator may be entered in any court having
jurisdiction thereof. The forum for any such
arbitration proceeding shall be at the local office
of the Judicial Arbitration Mediation Service nearest
to the headquarters of the Bank. JAMS are a national
business arbitration firm, and usually have offices
within any state. However, in the event there is not
a JAMS





			
	 	 	 
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	 	 	office located within a reasonable distance from the Bank, all arbitration will
take place in accordance with the American Arbitration Association.






	§	 	Should any legal action or arbitration proceeding be brought in connection
with any provisions of this Agreement, or to collect damages for either the breach
of any term of this Agreement or false representation or warranty given in
connection with this Agreement, the prevailing party shall be entitled to recover
all reasonable attorney fees, and costs and expenses actually incurred in such
action or proceeding.
	 
	§	 	Significant suppliers of goods or services shall be approved jointly by
Bankmark and the Bank to assure the greatest possible success. If the Bank
requires the specific use of a supplier, the Bank will assume all responsibilities
for delivery of those specific goods and services, and any delays or problems
caused by use of said supplier. Bankmark’s purchasing strengths due to its long
term relationship with many suppliers provides clients with the advantage of
special pricing, (i.e., reduced fees, or better terms, or delayed partial payment
until release of funds from the impound account). While all contracts negotiated
with any provider of goods or services and approved by the client, any firms or
individuals that are providers of these services on an ongoing basis for Bankmark
are managed by Bankmark with oversight by the Organizers during the term of the
engagement. It is this leverage and tie to responsibility that allow Bankmark to
procure and expedite service to its clients. Bankmark shall not accept any
gratuity. rebate, fee, non-cash trade, commission or any other direct or indirect
accommodation as it pertains to providers of goods or services used to implement
the work as prescribed herein. Bankmark maintains an ongoing marketing
relationship which may include fee for referrals, shared marketing and promotional
costs for workshops and seminars with, but not limited to, the following firms: 1)
Foster, Pepper & Shefelman PLLC, 2) Jenkens & Gilchrist, 3) TIB, 4) Steiner &
Associates, 5) WIB, 6) Goodwin & Procter, 7) Powell, Goldstein, Frazer & Murphy.
8) Intercept, Inc., 9) Phoenix Software, 10) RLR Management, Inc. Should the Bank
elect to engage the services of any of these professional organizations, it is the
responsibility of the Bank to conduct its own thorough evaluation of the services
to be provided.
	 
	§	 	Speaker honorariums and travel expenses can become very costly. It is
Bankmark’s intent to provide the best resources to accomplish this task. To have a
celebrity speaker for each function of the estimated 65+ functions would be cost
prohibitive. When applicable, Bankmark will use bank directors from other
institutions, industry observers, and in many cases, Robert Steiner. Mr. Steiner’s
relationship as a speaker is separate from that of services provided directly by
Bankmark. As a speaker, Mr. Steiner is paid by the Bank from the estimated budget
for speaker honorariums or any other individual designated by Bankmark as
appropriate. Because speakers must set aside the time to meet the requirements of
the scheduled meetings, if for any reason the meetings are canceled, they are paid
accordingly. If canceled within 48 hours notice, 50% of the speaker





			
	 	 	 
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	 	 	honorarium is due. If canceled within 24 hours notice prior to the meeting, the
entire fee is due.
	 
	§	 	Let it be understood that Bankmark does not participate directly or
indirectly in any sales transaction between the Bank and prospective shareholders,
nor will it solicit subscription agreements or collect monies for prospective
shareholders in connection with such activity. Bankmark is not an agent for the de
novo bank, and does not make representations as an agent or otherwise for the Bank.
The Bank agrees to indemnify and hold harmless Bankmark from and against any and
all damages, loss, cost expense, obligation, claim or liability, including but not
limited to attorney fees and expenses arising as a result of the Bank making said
offering.
	 
	§	 	The scope, nature and details of the consulting services provided by
Bankmark, as well as the identity and background of the parties Bankmark introduces
to the Bank, will not be divulged to anyone other than those directly representing
the parties to the transaction and unless otherwise required by applicable law.
	 
	§	 	During the term of this Agreement, should Dan Hudson/Bankmark become
incapacitated and unable to direct this project in any manner, Stacey Conti will
complete the project as prescribed herein and the Bank will pay to Stacey Conti any
forthcoming payments. Notification to enact this specific condition of the
Agreement will be in writing by Mr. Hudson or his estate representative for
Bankmark. If the Bank: does not elect to have Stacey Conti complete the project,
all monies owed Bankmark are still due and payable as prescribed herein.





The parties have executed this Agreement to be effective as of August 8, 2007.







	 	 	 
	Bankmark

	 	de novo Bank Project (Phoenix- Scottsdale, Arizona)
	 
	 	 
	/s/ Dan Hudson	 	/s/ Bob Adkins
	Dan Hudson, Owner

	 	Bob Adkins, Representing the Organizing Group









(This space intentionally left blank.)




			
	 	 	 
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	 	Page 21







 









 








ADDENDUM




This Addendum is attached to and made part of that certain Consulting Agreement by and between
Bankmark and T & E Holding, Inc. of Phoenix-Scottsdale, Arizona (“Bank”) dated August 8, 2007.



OUTLINE PROJECT CAPITALIZATION PROCESS




Bankmark will provide project management services for the capitalization of the Bank to include,
but not limited to:




	A.	 	Strategic Capitalization Plan,
	 
	B.	 	Public Relations,
	 
	C.	 	Events Management and Speaker Coordination,
	 
	D.	 	Director/Senior Management Training on How to Present the Independent Bank as an Investment
Opportunity,
	 
	E.	 	Shareholder Database Management and Computer Equipment,
	 
	F.	 	Consultation regarding the development of marketing communication materials,
	 
	G.	 	Written opinions, observations, and oral presentations on strategic issues concerning the
Bank will be presented during the engagement period. A marketing opinion paper will be
presented to Directors and Senior Management at the conclusion of the campaign.





A. STRATEGIC CAPITALIZATION PLAN




The success of any capitalization effort is the strategic plan which, when developed, is built on
the realistic abilities of each Director’s strengths, weaknesses, opportunities and threats. This
plan is developed only after a series of personal interviews with each Director.



The elements of each Director interview is quantified, weighted and formulated in a matrix format.
This allows Bankmark to develop a capitalization plan based upon the expected, collective
contributions of the Director Group and Senior Bank Management. It allows for the optimization of
each individual’s effectiveness based on their available time, sphere of influence, sales abilities
and other critical factors.



The capitalization plan is designed to meet the Bank’s required capital needs in increments, based
on how focused Management and the Director Group is and how quickly they wish to proceed. The
group will have an opportunity to contribute its input before the plan is finalized. During the
development of the capitalization plan, Bankmark will meet with the Bank’s Management every thirty
(30) days (or as needed) to review Bankmark’s progress, share any concerns, or discuss possible
requests for assistance the



			
	 	 	 
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Bank and Organizers of the de novo bank may have. Within a reasonable time from the start date of
the Consulting Agreement, Bankmark will submit to the Organizers a written report of its assessment
of the organizing group and where it sees the de novo bank within its marketplace at least thirty
(30) days prior to the capital acquisition program. This report will also include a detailed
strategic capitalization plan with a proposed events calendar. It should be noted that change
might occur in the plan based on input from the Bank’s Management, the approval of the offering and
its anticipated effective date. Upon the final review by the Bank’s Management and the
incorporation of any changes, Bankmark will present the capitalization plan during the Director and
Senior Management Training Session.



Monthly project review and assessment by Bankmark and a representative of the Board of Directors is
important to assure the ongoing success of the capitalization program. This forum will allow
Bankmark to review with the Bank’s representative’s issues or concerns regarding the performance of
key individuals and the program’s effectiveness and efficiency according to the project timeline.
This review process is most critical during the events phase of the program. This forum allows the
Organizers the opportunity to critique Bankmark’s performance and make recommendations for change
or request additional assistance. During this review session, the Directors and Bankmark can
openly review in confidence the efficiency reports provided by Bankmark (see Section C, Monitoring
the Events Performance). This review process assures the Bank the opportunity for direct input and
hands-on participation in the effective completion of the capitalization program. Conversely, at
these meetings, Bankmark can also present requests for any additional resource allocation the
project may require.



B. AVAILABLE PUBLIC RELATIONS OPPORTUNITIES





	§	 	Newspapers,
	 
	§	 	Local Financial TV news,
	 
	§	 	Professional and public service organizations to which Directors belong;
	 
	§	 	Scheduled events,
	 
	§	 	Materials published by the Bank,
	 
	§	 	Any other communication vehicle which is in regulatory compliance during the capitalization
phase.





Public relations are critical to the success of any capital acquisition campaign. Using the local
media to increase public awareness of the Bank’s future plans, it’s Management, the business and
economic ‘outlook, and other information will position the Bank and enhance its community image.
Bankmark’s public relations activities will not be unreasonably restricted by Bank Management or
the Board of Directors during the application and securities periods.



			
	 	 	 
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No single media vehicle is completely effective in telling the Bank’s story. An integrated and
balanced approach must be used. A considerable increase in the level of public awareness needs to
occur within both the public and professional spheres of influence of the Bank. This must all be
in place before the events process begins.



Bankmark designs, manages, and facilitates (as outlined on Page 3, Section 2) this integration
process subject to the approval of the Bank’s Management (the direct costs of any artwork or
printing are separate items). A review of the public relations materials enclosed in Bankmark’s
initial capabilities presentation will illustrate to the Bank’s Management how scheduled events,
coupled with the public relations function, enhance public awareness of the investment opportunity,
Any public relations material developed by Bankmark on behalf of the Bank is not released until the
Bank’s Management (as outlined on Page 3, Section 2) has reviewed and approved it. A member of
Senior Management is present at all meetings, which Bankmark may schedule between the Bank. and
area newspapers, publications and other media. The Bank and Bankmark agree to work jointly on all
public relations efforts.



C-1. EVENTS MANAGEMENT AND SPEAKER COORDINATION




Bankmark’s proven formula for success enables the Director Group to present the investment
opportunity to qualified individuals through a series of hosted events. Each event features a
financial expert who addresses the investment opportunity in several ways. In the case of the
Bank, there must be a concerted effort to reach the required capital level in the shortest period
of time possible. Bankmark is responsible for scheduling and managing the financial industry
experts and providing the PM.



Events Process Management. Bankmark’s proven strategy for capital acquisition includes the manner
by which each prospective investor is invited to, and processed during, the events phase of the
campaign. Invitation processing, facilities management, greeting guests, presenting the investment
opportunity, and coordination of guest speakers are managed solely by Bankmark. This process is
explained thoroughly during the Director and staff training modules. All local customs and/or
community traditions are respected and incorporated into the process. However, Bankmark, upon
concurrence of the Bank’s Management (as outlined on Page 3, Section 2), determines the final
components and sequence of events during the stock sale campaign. This includes the use of outside
industry observers/speakers. This component of the Bankmark process cannot be changed without full
agreement, in writing, by Bankmark. (The organizers and directors are restricted as to what they
can and cannot say during the offering period).



To provide assurance that the project proceeds in a timely manner and the client has a record of
important elements affecting the project, a weekly status report log is maintained by Bankmark.
Copies of the log are presented weekly by the PM to the Bank’s Management. This report gives a
detailed breakdown of all part-time employees, their hours and costs, any increases or changes made
in the database and personnel scheduling during the events phase. This enables the Client Resource
Manager to approve the previous week’s staff allocations, schedule their personnel for the coming
week and make any necessary adjustments.



			
	 	 	 
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Monitoring the Events Performance. Upon completion of each week’s events, a thank-you letter is
sent to each attendee. Accompanying the letter is an attendee questionnaire. This allows Bankmark
to measure all aspects of the events process, especially the follow-up phone calls. Each week
during the events process, Bankmark provides Management with an event-by-event synopsis table.
This table tracks elements such as the ratios of RSVP’s to Shows and Mailed to Shows, etc. These
timely monitoring tools keep Management and Bankmark apprised of all aspects of the events process.



C-2. PUBLIC AND PROMOTIONAL EVENTS




In addition to the standard investment opportunity meetings, breakfast, lunch and evening
refreshments, and hors d’oeuvres, the project may require the development of public and promotional
events. These public and promotional events are usually hosted by the Bank to attract specific
target market segments, for example:




	A.	 	Physicians — How to make money in a managed care environment
	 
	B.	 	Small Business Professionals w Getting your Banker to say “Yes”
	 
	C.	 	Events targeted to women, minorities, special interest groups, or any market segment
necessary to attract investors
	 
	D.	 	Wealth Building and/or Financial Planning
	 
	E.	 	The State of the Economy and Your Business





It is not possible to determine now at the inception of this working Agreement what type of public
and promotional event(s) may be necessary or how many public and promotional events will be needed.
If these types of events are determined to be necessary during the development of the Capital
Acquisition Program strategy or later, during its implementation, Bankmark will meet with the
Bank’s Management to discuss the recommendations and develop a budget accordingly. The public and
promotional events have been essential during past Bankmark projects to raise significant awareness
regarding:




	 	a.	 	offering circular
	 
	 	b.	 	helping close the offering circular by creating a sense of urgency
	 
	 	c.	 	creating greater visibility with businesses and professionals





C-3. GUEST SPEAKER INDUSTRY EXPERT




This working Agreement provides for the requirement of industry experts to be present during the
Bank’s hosted or sponsored investment opportunity meetings. In planning for the estimated 65
meetings, Bankmark (Hudson, Steiner, and Hyzdu) may function as the industry experts. The speaker
honorarium fee is $450 per investment meeting with a minimum of two meetings on a scheduled event
day. To provide the Bank with the best possible coverage for presentation, Bankmark will, in
addition to the scheduled investment opportunity meetings, allow the Bank to schedule and
facilitate Speaker Days.



			
	 	 	 
	ADDENDUM TO CONSULTING AGREEMENT
	 	Page 25






 









 





Within the two (2) event-minimum days, the Bank may also schedule a round table discussion with six
to nine guests or one-on-one meetings with Founders or significant investors. Within a Speaker
Day, a schedule could be two standard investment meetings, lunch-evening, to include a breakfast
round table with two one-on-one meetings, or a total of five (5) meetings during the day.



D. DIRECTOR MANAGEMENT AND STAFF TRAINING




Bankmark conducts a series of Director interactive workshops for Organizers and Senior Management,
and two Management Workshops (see Exhibit #1). The objective of this workshop is to assure that
each participant involved in the Capital Acquisition Campaign has current information on the
industry in general and the performance of independent banks in particular. This data is
consistent with the information presented at the investment meetings. Workshops are conducted at a
mutually acceptable time prior to the offering effective date. These workshops take place during
work hours, evenings and at least one weekend. It is imperative that those involved in the selling
process be required to attend all training and sales meetings. If, after the completion of these
workshops, One or two individuals require additional training, Bankmark provides for that. Notice
for the workshop series is given three weeks in advance of the date scheduled. Any make-up session
is conducted by Bob Steiner for a fee of $2,000 and paid at the release of funds from the impound
account.



Sales meetings are very important in order to evaluate each team member’s progress, to discuss
common issues or concerns, and to allow Bankmark to monitor the group’s weekly follow-up.



These meetings are mandatory and the Bank supports this schedule and allows sales team members to
attend (see attached Exhibit #1).



E. DATABASE MANAGEMENT AND COMPUTER EQUIPMENT




Each Director provides the names of key contacts for potential shareholders. A role of thumb is
that for every million dollars of capital needed, the Bank needs 1500 qualified names; which later
become the Bank’s base for business development activity. Bankmark works with each Organizer and
member of Bank Management to develop a database sufficient to meet the capital requirements. The
Bank must provide sufficient physical space to accommodate the tactical support staff, computers
and phones, as well as necessary parking in a safe area for all staff.



Database Ownership: Bankmark develops and manages the database with text files in Microsoft Access
2000. Upon completion of the capitalization project, the Bank may purchase MS Access (from any
supplier) and Bankmark will transfer the data files to the Bank’s computer upon final receipt of
all monies owed on the contract, addendum, or extensions. If Bankmark changes the database
applications software during the capital campaign, the Bank may be required to buy, from a computer
supplier of their choice, a single-user version of the new software. Upon receipt of final payment
for the contract, Bankmark will install its customized applications on the Bank’s system only in
the event



			
	 	 	 
	ADDENDUM TO CONSULTING AGREEMENT
	 	Page 26






 









 





that the Bank has provided the required software to complete the conversion. During the duration
of the project, Bankmark will instruct one individual from the Bank. on how to access and retrieve
data from the Bank’s files. This individual will be provided the security access code for the
Bank’s files. No other Bank individual will have direct access to the files during the stock sale
campaign. This will insure that there will be little chance of contaminating or damaging . the
files. The Bank will be provided a “How-To Guide” in the capabilities of their new database at the
end of the project.



The parties have executed this Addendum to be effective as of August 8, 2007 (the “Start Date”).







	 	 	 
	Bankmark

	 	de novo Bank Project (Phoenix- Scottsdale, Arizona)
	 
	 	 
	/s/ Dan Hudson	 	/s/ Bob Adkins
	Dan Hudson, Owner

	 	Bob Adkins, Representing the Organizing Group









(This space intentionally left blank.)




			
	 	 	 
	ADDENDUM TO CONSULTING AGREEMENT
	 	Page 27







 









 








Exhibit #1

The Director’s Pack

A series of interactive workshops

Facilitated by Bankmark




Bankmark is committed to preparing its clients to best formulate and implement the strategies and
actions, which will ensure that the resources of the organizers of de novo banks are expended in
the most efficient and cost effective fashion. To that end, as part of Bankmark’s Capital
Acquisition Program, we have developed a series of workshops which prepare the proposed
Organizer/Director/Management to deal effectively with not only the placement of stock, but the
critical issues and skills required to Catty out their duties and responsibilities as
representatives of their shareholders and depositors.



The series is designed to raise the participant’s awareness and to guide, educate and expose them
to the critical skills and competencies necessary to not only successfully place the stock, but to
make sound decisions and lead the Bank to profitability after it opens. Below is a brief
description of each workshop:



 ̈ Director Orientation: (Workshop #267-DO) This series of five workshops is designed
to prepare the Organizers and officers how to most effectively participate in the Capital
Acquisition campaign. During these sessions, we set the tone of the campaign and define the stock
placement methodology. The program is designed to enable the participant to become comfortable
with the tools available to them, to anticipate the prospective shareholders questions, and move
comfortably to close the sale. The content is designed so that the “non-salesperson” will quickly
reach a level of comfort when discussing the Bank’s investment opportunity. The length of each
session is approximately 4-6 hours and scheduled at the convenience of the client.



Session #1 — The Basics





	 	•	 	Sponsors, criteria, profile and locations for an investment meeting
	 
	 	•	 	The anatomy of a typical investment meeting
	 
	 	•	 	An overview of the banking industry in the State
	 
	 	•	 	Current trends in community banking
	 
	 	•	 	Selected operating data of solid performing community banks





Session #2 — The Nitty-Gritty





	 	•	 	Developing a common language
	 
	 	•	 	Reaching consensus on the approach to industry and local issues
	 
	 	•	 	Commonly asked questions (and the effective responses)
	 
	 	•	 	Overcoming objections to the sale





			
	 	 	 
	EXHIBIT #1 TO CONSULTING AGREEMENT
	 	Page 28











 









 











Session #3 — Closing Techniques (2-3 weeks into the campaign)





	 	•	 	Progress review and table exercises designed to share experiences and help each
organizer to better present and interact with prospective shareholders and close the
sale





Session #4 — Make-up Session





	 	•	 	For those who may have missed a previous workshop, or for those who want a
“refresher”





Session #5 — The Partner Session





	 	•	 	A special session for the organizer’s “partner” (i.e., husband, wife, or
significant other). The organizer’s “partner” may well be involved in hosting an
investment meeting, developing lists of potential attendees, etc. For those who may
not be directly involved, at the very least they will be somewhat affected by the
Organizer’s time commitment during the stock sale. Therefore, it helps them to have
some understanding of the commitment. process and implications of the capital
campaign. (Attendance is optional and usually centered around a lunch). It is
approximately 2 hours in length .





 ̈Director 101: (Workshop #303) Designed for the proposed director who has not
previously been involved in guiding the destiny of a financial institution. This is an overview
utilizing workbooks, supporting documents and regulatory guidelines, which enable the director to
prepare for the duties and responsibilities they have accepted. The length of the session is
approximately 4-6 hours.




	 	 	The critical issues covered:






	 	•	 	Understanding the operating environment
	 
	 	•	 	Working with the regulators
	 
	 	•	 	Working with and retaining quality management
	 
	 	•	 	Monitoring operations
	 
	 	•	 	Operational “Red Flags”
	 
	 	•	 	Committee assignments
	 
	 	•	 	Understanding the regulatory “Alphabet”
	 
	 	•	 	Serving the community needs (CRA)
	 
	 	•	 	Continuing director education





 ̈ Care and Feeding of Your Directors: (Workshop #313) Designed for the officers and
senior staff to help them deal effectively with the organizing group both during the organizational
phase as well as after the Bank opens. For those who have been previously involved with a
community bank board, this serves as a review. For those who have not, it is basic training for
better understanding the motivations and mind-set of the type of individuals who are typically the
driving force behind a new bank. This is an



			
	 	 	 
	EXHIBIT #1 TO CONSULTING AGREEMENT
	 	Page 29






 









 





exercise in developing the most effective way to deal with your directors on a day-to-day basis.
Length of this session is approximately 3-4 hours.




	 	 	The core topics:






	 	•	 	Whose bank is this anyway?
	 
	 	•	 	Two different worlds
	 
	 	•	 	Is there really a common vision?
	 
	 	•	 	What do they bring to the table?
	 
	 	•	 	What do I bring to the table?
	 
	 	•	 	Is director education good or evil?
	 
	 	•	 	The whole should be greater than the sum of the parts





 ̈ The Service Imperative: (Workshop #156-S1) Designed to focus the group’s attention
on the specific reality of delivering quality service. So much is said about the promise of
quality service yet service does not develop in a vacuum. Through a series of group exercises, the
organizers and officers look beyond mere words and labels to reach consensus regarding the specific
standards and guidelines necessary to actually deliver on the service promise. The length of this
session is approximately 5-6 hours. Major topics:




	 	•	 	What does the customer want?
	 
	 	•	 	What does the customer need?
	 
	 	•	 	What barriers must be overcome?
	 
	 	•	 	What are the solutions that must be implemented?
	 
	 	•	 	Reaching consensus
	 
	 	•	 	Gathering and applying demographic and psychographic data
	 
	 	•	 	Developing the marching orders





 ̈ Developing the Brand Identity: (Workshop #201-M) Designed to work through the
process of naming the Bank and developing the Bank’s identity. We will take the participants
through the fundamentals and principals associated with developing and defining the brand. This
workshop also covers the complexities of financial services marketing, and the importance of
building a culture within the organization. The central issues in this 6-hour workshop are:




	 	•	 	What’s in a name? (a.k.a., the naming process)
	 
	 	•	 	How to define the brand and build brand culture into the bank
	 
	 	•	 	How to best understand and define who we are
	 
	 	•	 	When is local too hokey? It is a national product...financial services
	 
	 	•	 	Conducting a competitive analysis
	 
	 	•	 	Famous brands: how they develop over time (i.e., Nike, Apple, Krispy Kreme, Harley
	 
	 	•	 	Davidson, GE)
	 
	 	•	 	The Brand extends beyond the Logo
	 
	 	•	 	Where community banks miss the mark in branding





			
	 	 	 
	EXHIBIT #1 TO CONSULTING AGREEMENT
	 	Page 30






 









 






	 	•	 	Marketing, Advertising, and Branding ... Which one is it anyway?





 ̈ Strategic Focus: (Workshop #145-SF) [Optional] Designed as the precursor to the
development of a comprehensive strategic operating plan. This workshop takes the group through an
overview of the critical components of a strategic plan. The group’s regulatory application is
used as a basis for formulating the level of strategic thinking necessary to move the organization
from the speculative/formative stage to the implementation/realization stage. This is a focus on
the “how,” rather than the “what” of an effective set of marching orders. In addition, through a
series of table exercises and group discussions, the group reaches consensus on the importance of
the critical issues that will successfully drive the Bank. The length of this session is
approximately 6 hours.




	 	 	Central Issues:






	 	•	 	The group’s core values
	 
	 	•	 	The group I s vision
	 
	 	•	 	The Mission statement
	 
	 	•	 	How to define goals and objectives
	 
	 	•	 	The Board’s expectations
	 
	 	•	 	Management’s expectations





			
	 	 	 
	EXHIBIT #1 TO CONSULTING AGREEMENT
	 	Page 31






 









 








Exhibit #2

The Chartering Process

Facilitated by Bankmark




First 4 months:





	 	o	 	Organizer Group/C.E.O., executes Pre-Inc. and Bankmark Agreements, retains
Legal Counsel
	 
	 	o	 	Sub-Committees begin work (Site/Facilities, Personnel/Compensation,
Technology, Mktg.)
	 
	 	o	 	Local/regional econ.. Articles, demographic studies, community ltrs. of
support, collected)
	 
	 	o	 	Letter(s) of intent are solidified for site(s)
	 
	 	o	 	Primary Regulator choice made
	 
	 	o	 	Organizer group closed out
	 
	 	o	 	“Red Folder” meeting held to begin gathering necessary Fin./Biog Info. from
Organizers
	 
	 	o	 	Application construction begins (Mgmt & Charter Capital Services/Bankmark)
	 
	 	o	 	Organizers are interviewed/fingerprinted as Biog./Fin. pkg’s are finalized





Months 5-9:





	 	o	 	Compensation Committee structures Employment Agreements for/with Exec. Mgm’t
	 
	 	o	 	Stock Option I Warrant Plans for Insiders (& Public) are developed w/ legal
counsel
	 
	 	o	 	Art’s. of Incorp, By-Laws, etc. executed
	 
	 	o	 	Correspondent Bank (for Organization Loan, Offering proceeds escrow, etc.)
selected
	 
	 	o	 	Chief Financial Officer comes aboard
	 
	 	o	 	Policies (Loan, CRA, Funds Mgm’t.; Audit, etc.) developed/approved by
Mgmt./Board
	 
	 	o	 	Vendor Selections: Core & Item Processing; Internet Provider; Online Bkng.;
Fin. auditors;
	 
	 	o	 	P&C/D&O insurance carriers; financial printer, etc.
	 
	 	o	 	Pre-Filing Meeting w/ Regulators
	 
	 	o	 	Final Application exhibits collected (e.g.; Hist. Presv. clearance, all
contracts/legal doc’s.)
	 
	 	o	 	Draft Prospectus/Subscription agreement/Other Offering materials prepared
	 
	 	o	 	Application completed & submitted, Legal Notice of Application Filing
published





			
	 	 	 
	EXHIBIT #2 TO CONSULTING AGREEMENT
	 	Page 32











 









 











Months 10-13: — Bank is “Proposed”





	 	o	 	Regulatory Review Period (Background checks completed; Field Visits occur,
Exec. Mgm’t. responds to add’l. info. requests, etc.)
	 
	 	o	 	Finalize Offering & Stock Marketing materials for printing





Months 14-15: — Bank is “In Organization”





	 	o	 	Permission to Organize (i.e., secure capital) granted
	 
	 	o	 	Offering & Stock Marketing materials printed
	 
	 	o	 	Capitalization process (30-70 stock sale meetings)
	 
	 	o	 	Prep. for opening (arrange for installation of systems, training, supply
acquisition, etc.)





Month 16: —  Bank is now “Chartered”





	 	o	 	Charter Granted
	 
	 	o	 	Notice of proposed opening day sent to regulatory authorities
	 
	 	o	 	Pre-Opening (Regulatory) Site Examination
	 
	 	o	 	System(s) Installation, personnel training, etc.
	 
	 	o	 	a First Board/Shareholders Meeting(s) held // stock cert’s, warrants, etc.
issued





Month 17: — Bank is “OPEN” (Margin of error: 60-90 days)




			
	 	 	 
	EXHIBIT #2 TO CONSULTING AGREEMENT
	 	Page 33







 









 








Exhibit #3

Bankmark de Novo Services





	•	 	Proving the need for a new bank in the market






	 	o	 	Economic and demographic data and competitive analysis (expanded from the
original market assessment document)
	 
	 	o	 	a Site selection and demographics






	•	 	Application preparation






	 	o	 	Review and preparation of required materials for submission to regulatory
agency (i.e. Red Books)
	 
	 	o	 	Development of business plan






	 	§	 	Bankmark supplies the template for fmancials required for filing that
management must develop specifics on
	 
	 	§	 	Bankmark supplies current banking policies template for management and
committees to personalize for the bank
	 
	 	§	 	Introduction to necessary banking system providers (i.e. technology firms,
etc.)
	 
	 	§	 	Guidance and direction in the formation of committees both temporary and
standing to perform their required roles during the application process
	 
	 	§	 	Bankmark does not write the business plan






	•	 	Project Maintenance






	 	o	 	Ongoing meetings as needed to address issues and concerns (may include
attorneys and/or regulators governing the process)





			
	 	 	 
	EXHIBIT #3 TO CONSULTING AGREEMENT
	 	Page 34







 









 








ECONOMIC AND APPLICATION AGREEMENT:




This agreement made and entered into this 8th day of August, 2007, by and between Bob Adkins
representing the T & E Holding Inc. of Phoenix-Scottsdale Arizona (hereinafter referred to as
“Client”), whose mailing address is 702 Ash Street Lobby Level, San Diego, California 92101 and Dan
Hudson, dba Bankmark (hereinafter referred to as “Consultant”), whose principal office is located
at 5015 Addison Circle Drive, Suite 511, Addison, Texas 75001.



     IN CONSIDERATION of the mutual agreement herein contained, it is mutually understood and
agreed by and between the parties as follows:



I. NATURE OF SERVICES




     A. The Consultant is hereby authorized to proceed with the engagement as detailed in
EXHIBIT A, which is considered an integral part of this Consulting Agreement, a copy of
which is attached.



     The exact scheduling and extent of any additional actions relating to the project will be
determined by mutual agreement between Client and Consultant, in writing.



     In addition, the Consultant may from time to time be requested to participate in other related
activities. In such cases, the Consultant and Client will mutually agree as to whether they are
included or stand outside this agreement.



     B. All normal business expenses incurred by Consultant, including, but not limited to,
telephone, travel and the like, are considered incidental expenses and are included with the
contract limit amount of $85,000. All other business expenses must be pre-approved by the Client
in order to qualify for reimbursement.



     C. Consultant agrees to use his best efforts in conducting all of the activities referred to
in this Agreement.



     D. The Client agrees to supply the Consultant with all necessary data and required
computations in the specific formats that may be requested by the Consultant at various
points during the term of this agreement.



     E. Nothing contained herein shall be construed to create the relationship of Employer and
Employee or Agent and Principal between the Client and Consultant. Consultant shall conduct his
business as an Independent Contractor and shall have no authority to create, alter Dr amend any
agreements or representations on behalf of the Client, or to incur any liabilities for the Client.
Consultant acknowledges that he is not an employee of the Client, and said Client is not obligated
nor charged with the responsibility of withholding income taxes from any commissions due the
Consultant, nor is the Client obligated to pay Social Security, Taxes, nor FICA taxes upon or for
the Consultant.



			
	 	 	 
	ECONOMIC AND APPLICATION AGREEMENT
	 	Page 1






 









 





     F. Consultant agrees to adhere to fair business principles and comply with all Federal, State
and local laws and regulations, either existing or pending. Consultant further agrees to file
applications for licensing, bonding, or other permits, and to pay all fees pertaining thereto as
may be required by any regulatory body.



II. SOLICITATION AND TERMINATION




     A. Consultant agrees that he will not issue, distribute, or circulate any advertising or
promotional material, circulars or pamphlets relating to the Client unless and until it has been
authorized and approved in writing by the Client. The Consultant shall withdraw any said material
and discontinue its use immediately upon the Client’s written request to do so.



     B. This Agreement may be terminated by either party upon written notice. Upon the giving of
said notice, the Client shall cause to be paid to Consultant any monies due to Consultant, as
herein provided, and Consultant, in turn, shall reimburse the Client for any monies, if any, be it
advanced and not earned. The Consultant agrees that all files, records, documents, and other
similar items, whether maintained in hard copy or electronic form, relating to the Client’s
business and the Consultant’s work for the Client, and paid for by the Client are exclusively the
property of the Client. All such material shall be delivered to the Client upon termination of
this agreement. Proprietary software and other materials that were created and owned by the
Consultant prior to the start of the project will remain the property of the Consultant.



III. COMPENSATION




In consideration of the services performed hereunder by Consultant, Client will pay Consultant an
amount based upon the work outlined in EXHIBIT A (attached) not to exceed that amount
listed in EXHIBIT A. The terms and conditions listed in EXHIBIT A are considered
an integral part of this Consulting Agreement.



The above referenced fees shall constitute the only source of compensation to Consultant by Client.



IV. CONTRACT ENFORCEMENT




     A. This agreement constitutes the entire agreement about understandings between the parties
and supersedes any and all other agreements between the parties.



     B. No remedy granted to the parties by virtue of the Agreement shall be exclusive of any other
legal or equitable remedy available to the patties existing by laws of statute.



V. MISCELLANEOUS




     A. The parties agree and intend that all questions concerning this Agreement, including the
validity, capacity of parties, effect, interpretation and performance, shall be governed by the
laws of the State of Arizona.



			
	 	 	 
	ECONOMIC AND APPLICATION AGREEMENT
	 	Page 2






 









 





     B. The rights, privileges, duties and obligations of both the Client and Consultant to each
other shall be limited to those specifically set forth herein.



     C. This Agreement d the terms, conditions and obligations herein contained, shall be binding
upon the parties hereto, their assigns, transferees, heirs and legal representatives.



     D. This Agreement shall not vest in Consultant, his heirs, estate of legal representatives,
any right, title or interest in any assets in the Client itself, its name, good will, or other
market business activities, other than as set forth in this Agreement and only for so long as the
Agreement has not been terminated, and no longer.



     E. This Agreement and the attached EXHIBIT A, constitutes the complete Agreement
between the Consultant and the Client. No representation or promise, either oral or written, have
been made except as specifically set forth herein. Should any part of this Agreement be declared
invalid, such invalidity shall not affect the remainder of this Agreement. It is the intention of
the parties that they would have executed the remaining portion of this Agreement without herein
including any portion, which may hereafter be declared invalid.



     F. The forbearance or neglect by either party to insist upon the performance of this
Agreement, or any part hereof, shall not constitute a waiver of any tights or privileges.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first
written above.



     THE FOREGOING IS HEREBY AGREED TO:









	 	 	 	 	 	 	 	 	 	 	 
	BY:

	 	T & E Holdings
	 	 	 	BY:
	 	BANKMARK	 	 
	 
	/s/ Bob Adkins
	 	 	 	/s/ Dan Hudson	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	DATE:

	 	8/8/07	 	 	 	DATE:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 









			
	 	 	 
	ECONOMIC AND APPLICATION AGREEMENT
	 	Page 3







 









 








EXHIBIT A




OVERVIEW OF ENGAGEMENT:




     The basic components of the assignment include the following main elements:




	 	 ̈	 	General Consulting (Strategy development)
	 
	 	 ̈	 	Prepare materials for, and attend, pre-filing meeting(s) with Regulators
	 
	 	 ̈	 	Meet with proposed Directors to assist in completing their interagency
financial and biographical application forms
	 
	 	 ̈	 	Interview individual Organizers to discuss their duties, responsibilities,
etc .
	 
	 	 ̈	 	Develop the Business Plan (in concert with Management & Executive
Committee) including the pro-forma projections
	 
	 	 ̈	 	Prepare the complete new Joint Agency application (revised March
2002) for a Commercial Banking Charter, with the appropriate State
Department of Banking, Office of the Comptroller of the Currency (OCC) and
FDIC
	 
	 	 ̈	 	Assistance in the preparation of other required materials including, but
not limited to:






	 	§	 	CRA Statement
	 
	 	§	 	State historical/environmental determination of sites selected for
bank facilities • Salient published legal notices
	 
	 	§	 	Monitor regulator processing of applications
	 
	 	§	 	Comply with all requests by Regulators for clarification and/or
additional data





TERMS OF ENGAGEMENT:





	 	1)	 	Provide Management/Directors with a course of action required
to complete the regulatory applications.
	 
	 	2)	 	Provide Management & Executive Committee with a specific
outline of information required for the appropriate State Department of
Banking, OCC and FDIC.
	 
	 	3)	 	Prepare Director/Organizer Interagency Financial and
Biographical Forms and other required materials






	 	a.	 	Distribute and collect all required
regulatory “forms” with appropriate supplemental instructions
	 
	 	b.	 	Conduct a meeting with Directors/Organizers
to review the required information needed to complete all forms
	 
	 	c.	 	Answer individual Director/Organizer
CONFIDENTIAL questions and consult with their legal counsel, if
necessary, on selected matters





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	 	d.	 	Review and edit completed
Director/Organizer forms for accuracy and completeness
	 
	 	e.	 	Follow up with Directors/Organizers for
form content clarification and additional information
	 
	 	f.	 	Prepare finalized biographical and
financial forms for Director/Organizer final review
	 
	 	g.	 	Ensure that all fingerprint cards are
correctly prepared for both agencies
	 
	 	h.	 	Prepare and review all regulatory release
forms
	 
	 	i.	 	Examine Director qualifications and related
experience
	 
	 	j.	 	Prepare Director job description and
responsibilities
	 
	 	k.	 	Conduct individual Director/Organizer
interviews to review and clarify:






	 	i.	 	Prior financial institution
experience
	 
	 	ii.	 	Other financial field related-experience
	 
	 	iii.	 	Other organization Board experience
	 
	 	iv.	 	Community/Professional involvement
	 
	 	v.	 	Individual contribution as
a potential board member
	 
	 	vi.	 	Other relevant
experience/contacts; etc.






	 	4)	 	Prepare Management Section






	 	a.	 	Assist Management (“team” if applicable) in
presenting his/their separate and combined qualifications






	 	i.	 	Review résumé’s for review,
update, and revision
	 
	 	ii.	 	Banking Experience
(specifics re: lending, operational, and/or administration
background, etc.)
	 
	 	iii.	 	Direct and Indirect Board
Experience
	 
	 	iv.	 	Independent Bank and
Marketing Experience
	 
	 	v.	 	Prepare Job Description and
Vitae for Senior Management candidates






	 	5)	 	Prepare Facilities Information relating to:






	 	a.	 	Physical Location
	 
	 	b.	 	Site and floor plans
	 
	 	c.	 	Tentative purchase/lease agreement(s)
	 
	 	d.	 	Tenant improvements
	 
	 	e.	 	Purchase/lease of Furniture, Fixtures and
Equipment
	 
	 	f.	 	Related parties involvement with the
premises and/or FF&E
	 
	 	g.	 	State-National Historical determination

	 
	 	h.	 	Zoning and environmental effect






	 	6)	 	Develop, with Management & Executive Committee, the Business
Plan including:






	 	a.	 	Reflection of Director/Management
Philosophy and marketing strategy
	 
	 	b.	 	Management expertise and utilization
	 
	 	c.	 	Director expertise and utilization





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	 	d.	 	Market analysis






	 	i.	 	An overview of the market
and opportunities
	 
	 	ii.	 	Current demographics
	 
	 	iii.	 	Specific Goals and Objectives
	 
	 	iv.	 	Market growth and composition of “target” sectors






	 	e.	 	Proforma Financials (3 years, by quarters)
in concert with Management






	 	i.	 	All supporting schedules






	 	f.	 	Peer Group Comparisons
	 
	 	g.	 	Assumptions and Footnotes






	 	7)	 	Prepare Capital Adequacy Analysis
	 
	 	8)	 	Prepare the Required Proposed Market and Economic Information






	 	a.	 	Develop supportive market information
relative to the Strategic Market Plan
	 
	 	b.	 	Information in support of regulatory
“Convenience and Needs” requirements
	 
	 	c.	 	Current area development and projected
economic growth data
	 
	 	d.	 	Statistics and other information regarding
lending needs of the new bank’s market(s)






	 	9)	 	Prepare Competitor data and analysis:






	 	a.	 	Prepare competitor/peer group data and
trends






	 	10)	 	Prepare Miscellaneous Information Regarding:






	 	a.	 	Correspondent banking relationships
	 
	 	b.	 	Guidance in preparing, and review of;
regulatory mandated policies manuals
	 
	 	c.	 	Director Board and Committee duties and
assignments
	 
	 	d.	 	Risk Management Coverage (insurance)
	 
	 	e.	 	Data Processing plans: vendor, in-house,
etc.
	 
	 	f.	 	Other relevant information






	 	11)	 	Summary and Conclusions Regarding the Application’s Merit,
Strengths, and Market Position
	 
	 	12)	 	Miscellaneous and Related Consultant Responsibilities






	 	a.	 	“Packaging” of the applications (printing,
proper format, required number of copies, etc.)
	 
	 	b.	 	Interface with Office of Historic
Preservation regarding historical determination of sites
	 
	 	c.	 	Address zoning and environmental concerns
	 
	 	d.	 	Provide required Legal Notices for
Newspaper publication
	 
	 	e.	 	Coordination with regulatory agencies and
other Consultants
	 
	 	f.	 	Follow-up and monitoring of regulatory
agencies
	 
	 	g.	 	Provide regulators with clarification of
critical issues when requested
	 
	 	h.	 	Provide Organizers with regular updates and
status reports regarding the application progress.





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TIMING





TIME IS OF THE ESSENCE. THEREFORE, DUE DATES RELATING TO THE PROJECT TIME LINE ARE DEPENDENT
UPON THE TIMELY COMPLETION AND SUBMISSION OF ALL MATERIALS REQUESTED BY THE CONSULTANT. As
this is the case, the application could be ready to submit to the regulators within 75 days
from the signing of this agreement, the tendering of the initial payment and the completion of
ALL requested Organizer/management data, information and responsibilities. Any delay in the
receipt of necessary information or the submission of incomplete or inaccurate data by the
Client will cause a delay in the above described application process. It is therefore
imperative that all Organizers meet their obligations and respective deadlines.



FEE SCHEDULE:





The fee, for performing the above detailed consulting service is based upon the placement of a
head office in Phoenix-Scottsdale, Arizona plus a separate banking office in another location
within the state of Arizona to be mutually agreed upon by the Client and Consultant, is
$85,000, This includes processing a maximum of twenty (20) organizers, excluding management.
Additional organizers approved by the Chairman can be included in the application at a cost of
$300.00 each.




	 	§	 	Payment #1 of $25,000. is due and payable upon signing this agreement.
	 
	 	§	 	Payment #2 of $20,000. is due and payable within 10 days of pre-filling agreement.
	 
	 	§	 	Payment #3 of $20,000. is due and payable within 10 days of the date the Consultant
files the Joint Interagency application with the regulatory agencies.
	 
	 	§	 	Payment #4 of $20,000. is due and payable upon the funding of the organizational
loan, or upon sell funding, whichever occurs first.






Let it be clearly understood that the consulting service rendered, is not a guarantee that the
regulators will approve the application. Therefore, any payment to the Consultant is not based
upon whether the application is accepted or approved by either the State Department of Banking
for which the application is rued, the OCC, or the FDIC. Notwithstanding the above, Consultant
shall provide an accurate and complete application as required by said regulators in a
professional form as required by said regulators.




Out-of-pocket expenses:




Client will pay for the cost of the postage/delivery, copying and binding of all documents
required by the regulators and any additional copies the Client may wish. The Consultant will
provide, at no cost to the Client, one copy of each



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Director/Organizer’s personalized and confidential data and one complete copy of the
application for the corporate files.




Travel expense:




The Consultant will absorb the full cost of travel and lodging for up to five (5) necessary
on-site visits during the process of completing the required application. The visits will be
of such duration as to maximize the work to be accomplished. The final three on site visits by
the Consultant will be coordinated and approved with the Chairman in order to minimize the need
for any additional visits. The travel expense for all additional visits will be borne wholly
by the Client.




Let it be further understood that if for any reason the Client chooses to or causes the project
to abort, fees will be charged on an hourly basis. Such fees will only be charged on that work
performed BEFORE the date of receipt of official notification (verbal, followed by written
confirmation) in lieu of the fee schedule described above. Expenses incurred to-date of
discontinuance of work also will be billed. The fee charged under such a condition will be
based as follows:




	 	§	 	Analysis and preparation of applications, Regulator meetings/Tele-conferences,
development of the Business Plan and, economic research/analysis, and Management
consultation, @ $150/hour
	 
	 	§	 	Preparation of Director biographical and Financial forms @ $100/hour
	 
	 	§	 	Coordination, auditing and validating materials for the application @ $75/hour;
	 
	 	§	 	Computer input, proofreading, etc., @ $35/hour.
	 
	 	§	 	As motivation for both parties to fulfill their duties and responsibilities and
ensure that the project will proceed expeditiously, the following terms and conditions
are therefore incorporated into this agreement.
	 
	 	§	 	The Organizers will return completed biographical and financial forms to Consultant
within 15 days of receipt of such forms.
	 
	 	§	 	The Organizers will respond to requests for information in a timely manner and will
review, sign and return the final submission copies of all documents within 7 days
after the Consultant’s review and preparation.






Site (location) information and tentative lease(s) will be available by the 70th day from
signing this agreement (the FDIC, in particular, reviews the location leases very closely).




The work will be performed by Bankmark’s Internal Research Department and possibly (in total or
in part) by the following Consultants:




	 	 ̈	 	Robert Steiner, Steiner & Associates
	 
	 	 ̈	 	Bobbe Sigler, Management Consultant
	 
	 	 ̈	 	Bryan Hyzdu, Management Consultant
	 
	 	 ̈	 	Wendell Brock, Management Consultant





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	 	 ̈	 	Doug Critchfield, Critchfield & Associates
	 
	 	 ̈	 	Ben New, Management Consultant






All those listed above are either current or former bankers with experience in executive
banking positions, and have all been part of the application process.




To expedite, facilitate and enhance the application process, Bankmark reserves the right, based
on the project’s needs and complexities, to assign said specialists as previously mentioned,
all of which have in-depth experience in the preparation of de novo bank applications and are
currently working with Bankmark on other projects. Bookmark, from time to time, may add other
specialists as deemed necessary to complete the work in a timely manner. Bankmark warrants
that these individuals will have comparable experience to the associates listed above and will
have the ability to complete the task at hand.




“OPT OUT CLAUSE”




Bankmark’s primary responsibility in the scope of the engagement is to provide project
management, resource identification and resource management in conjunction with the Client and
facilitate capital acquisition phase of the project. We (Bankmark) will provide an outline of
the first objectives to be completed at the onset of each project phase. We will review and
prioritize these tasks and programs with the Client. The Client, in turn, agrees to use good
faith, best effort and judgment in the completion of all tasks set forth. More importantly,
the timeline in which the Client shall complete the objectives stated herein are of critical
importance to the success of the Bankmark process. The Client’s inability to comply with
Bankmark’s process, including but not limited to, inability to provide requested information,
will greatly impede Bankmark’s process, and therefore success rate. Bankmark cannot be held
responsible for delays caused by Clients inability to meet time deadlines, or Clients
unsuccessful completion of the Capital Acquisition Process. In the event of any of late
occurrences, Bankmark will, in detail discuss delays with the Client, and provide a written
solution to which the Client must adhere within 20 days of dated document. Failure to do so
will result in Bankmark instating “Opt Out” Clause, with no further penalties or expenses due
to Bankmark or Client. All monies previously paid for services rendered shall be considered
non refundable. All monies due Bankmark shall immediately be payable upon termination of this
contract under this clause. Client will be held responsible for all fees due up to the date of
Termination of this contract, under the “Opt Out” Clause. The “Opt Out” will be provided in
writing, and will be effective immediately upon Client receiving certified documentation.
Bankmark requests Client signs “Mutual Release”. Any claim. or controversy that arises out of
or relates to this agreement or the breach of it shall be settled in arbitration in accordance
the rules of nearest local office of Judicial Arbitration Meditation Service (JAMS).



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The details of this Exhibit ate hereby acknowledged and agreed to by both parties and are thus
an integral part of the foregoing Economic and Application Agreement.









	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Bob Adkins 	 	 	 	Date:	 	8/8/08	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	For the Client	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Dan Hudson 	 	 	 	Date:	 	 	 	 
	 

	 	 

	 	 	 	 	 	 

	 	 
	For the Consultant	 	 	 	 	 	 	 	 









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Senior Management Recruitment Addendum




Bankmark will begin immediately consulting with T & E Holding Inc., the Organizing Group of the de
novo Bank Project in the communities of Phoenix-Scottsdale, Arizona. The interim agreement allows
Bankmark to begin work on the items listed in the attached Consulting Agreement Section I – Scope
of the Engagement and referenced herein. Specifically, this interim agreement enables Bankmark to
begin the process concerning the identification and recruitment of a qualified Management Team.
Bankmark’s focus will be for the position(s) of:




	 	 	 	1.
	 
	 	 	 	2.
	 
	 	 	 	3.





Bankmark will work with executive committee and personal committee to assure they review a
sufficient number of qualified individuals so as to have 2-3 final candidates to select from for
each position. We will meet with each committee to help committee members interview and evaluate
the qualifications of each individual needed to satisfy the documentation needs of the application
requirements. Bankmark’s recruitment fee is $18,000.00 per individual/position filled, to be paid
as follows (for each position recruited for):




	 	•	 	$9,000 per position due upon acceptance of the interim agreement
	 
	 	•	 	$9,000 per position due upon formal offer made to the candidate by the
Organizing Group.





This agreement will become part of the Consulting Agreement at such time it has been adapted by the
Organizing Group.





	 	 	 
	 

	 	 
	Bob Adkins of the Organizing Group

	 	Date
	T & E Holding Company, Inc.
	 	 
	 
	 	 
	 

	 	 
	Dan Hudson

	 	Date

	Bankmark
	 	 






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Memorandum




	 	 	 	 	 
	To:
	 	Tom Hassey, Bob Adkins & Pam Davis	 	Date: August 6, 2007
	 

	 	T & E Holdings	 	 
	 

	 	San Diego, California Bank Project	 	 
	From: 	 	Dan Hudson, Bankmark	 
	 
	Re:
	 	Contract Addendum to Master Agreement (ECCA00003)





 




Per our discussion last Friday with Bob Adkins and Pam Davis, who represent management with T &E
Holdings, Bankmark has agreed to provide the bank holding company a 7% earned discount at the
completion of the second bank project to be applied towards line item #21 in the pre-opening budget
(Bankmark professional fees). This earned discount will apply towards both projects San Diego, CA
and Phoenix/Tucson AZ. Upon the completion of bank project #3 (greater Dallas, Texas Area) the
earned discount will be extended to all three projects for a total of 10%.



Per the original consulting agreement (ECCA00003) and estimated pre-opening budget (ECCA00002), the
capital acquisition goal is set at $20-24 million and the according Bankmark fee $625,000. Upon
completion of the second project Bankmark Fees will decrease by $43,750.00 from $625,000 to
$581,250.00 for each project completed. At the completion of the third project, fees will be
reduced from $625,000 to $562,500 for each project.



There are no other discounts or changes in the fees outlined and prescribed in the budgets or
contracts for the work to be performed. This addendum must be executed no later than [day of the
week], [month, day and year].









	 	 	 
	/s/ Bob Adkins 	 	8/8/08
	 

	 	 
	T & E Holdings

	 	Date
	 
	 	 
	/s/ Dan Hudson 	 	 
	 

	 	 
	Dan Hudson, Bankmark

	 	Date









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The Graphics Development Program Addendum




     This
Addendum to the Master Consulting Agreement (TSAZ-00003) is entered into on this ___ day
of                     , 2007, by and between Dan Hudson acting under the name of Bankmark & Financial
Marketing Services (“Bankmark”), with offices at 5015 Addison Circle Drive, P.O. Box 1154, Addison,
TX 75001 and United Business Holdings representing the Phoenix-Scottsdale Arizona Bank Project with
organizational offices at 702 Ash St. Lobby Level, San Diego, California 92101.


The parties hereby agree as follows:



1) The Graphic Development Program (GRDP) previously agreed upon in the Master Consulting Agreement
(TSAZ00003) begins at the signing of this addendum and will commence as outlined in the
supplemental discussion guide (TSAZ00006) attached to this addendum. The fees schedule, paid by
the Bank to Bankmark, is as follows:





	 	•	 	$9,000 due at signing
	 
	 	•	 	$9,000 due at initial presentation of logos
	 
	 	•	 	$9,000 due at completion of print mechanicals
	 
	 	•	 	$8,000 due at FINAL Completion




Upon final payment of all invoices that support the Bank’s Master Consulting Agreement, copyright
of the Bank’s identity and all its supporting materials outlined herein transfer to full ownership
of the organizing group and the Bank. Rights of reproduction transfer to the Bank upon receipt of
final payment of all invoices. Bankmark retains the right to present these materials in its
printed and electronic portfolios.



2) External & Internal Printing estimated in the Master Budget (TSAZ00003, Line Item 27, Line Item
26) will commence upon completion of the GRDP as outlined in the supplemental discussion guide
(TSAZ00006) attached to this addendum. The estimated fees for these items shall be invoiced and
paid by the Bank as outlined in the aforementioned supplemental discussion guide.



3) Various Shipping Costs outlined in the supplemental discussion guide have clearly determined the
shipping costs that are the responsibility of the Bank and the shipping costs that are the
responsibility of Bankmark. Each party agrees to reimburse, in a timely manner, the other party
should the need arise, for any shipping costs paid for by one party that belonged to the other.



4) The Marketing/Promotional Items briefly discussed herein will be outlined in greater detail at a
later date.



5) The Bank’s project budget, attached to this addendum, has been updated and/or revised to
accommodate the Bank’s current project timeline in relation to the expected regulatory approval and
subsequent capital campaign.




			
	 	 	 
	The Graphics Development Program Addendum
	 	Page 1






 









 




The parties have executed this Addendum to be effective as of October 26, 2007.









	 	 	 
	Bankmark

	 	de novo Bank Project
	 
	 	 
	/s/ Dan Hudson 
	 	/s/ Tom Hassey 
	 

	 	 
	Dan Hudson, Owner

	 	Bank Representative









			
	 	 	 
	The Graphics Development Program Addendum
	 	Page 2






 









 




Comments:




			
	 	 	 
	The Graphics Development Program Addendum
	 	Page 3







 












 






CONSULTING AGREEMENT



This Consulting Agreement (“Agreement”) is entered into on this
              
       day of         
            , 2007, by and
between Dan Hudson, acting under the name of Bankmark & Financial Marketing Services (“Bankmark”),
with offices at 2050 Quorum Drive, Suite 700, Dallas, TX 75254 and Ed Brand, representing T & E
Holding Inc. of San Diego County, California with organizational offices at 2821 Pasa Tiempo Glen
Escondido, CA 92025. Other references made to the term “Bank” represent the de novo bank and its
organizers (the “Organizers”).



The parties hereby agree as follows:



1. SCOPE OF THE ENGAGEMENT



Bankmark’s primary responsibilities within the scope and term of the engagement are to provide
project management, resource identification, and resource management in conjunction with the
client, and to facilitate the capital acquisition phase of the project. Bankmark’s role during the
organizational phase is usually, or can be:





	 	•	 	Presentation to core group members describing what is involved in establishing a
bank and working through such issues with new prospective organizers/directors. It is
Bankmark’s previous success rate, performance, and clear understanding of the process
that is articulated during these meetings. The engagement of a consultant that has
successfully assisted numerous clients through the bank chartering process provides the
credibility that most potential organizers are seeking before they become engaged in a
project. Bankmark provides a new group the ability to say, “We have with us as
partners a firm that has been there, done that... recently and repeatedly.”
	 
	 	•	 	A diverse group of industry experts in all areas required to open a bank:
corresponding bank relationships, project financing, equipment, technology, legal,
accounting, operations, and facilities that are capable of providing a turnkey bank
with custom features or select needs based on specific client request. It is important
to realize that opening a bank is a far more complex process that requires a different
skill set than managing an existing bank on a day-to-day basis.
	 
	 	•	 	Over the years, and especially more recently, organizers, directors, and management
continuously infer we “help them see around the corner.” In other words, at any point
during the process, we are able to advise our clients as to what’s ahead and the impact
of options being considered or plans in the queue. This process allows clients to more
thoroughly evaluate each element under consideration. Thus, each alternative selected
should produce the result desired by the Bank’s organizing group. If necessary, the
group is encouraged to visit banks that have recently opened to better understand the
impact and ramifications of their own decisions.
	 
	 	•	 	Bankmark provides project management and tools, which allow the group to obtain
information concerning its area of expertise or assignment in the project management
process. Our client bank project management programs use our most recently




1









 






	 	 	 	completed projects’ timeline information as baseline data. This process assures all
elements to opening in a timely manner and within budget.
	 
	 	•	 	Bankmark will provide logistics and support at each Bank location by trained
Bankmark staff for the Bank’s management and administration of its contacts. An
important effect of the Bankmark process is that the Bank’s professionalism is
enhanced. This may have a positive impact on the Bank’s prospects for regulatory
approval and its capital acquisition program.
	 
	 	•	 	Determination of charter and review of new filing procedures by the Office of the
Comptroller of the Currency (OCC) & FDIC in conjunction with the organizing group.
	 
	 	•	 	Discussion of facilities/locations.
	 
	 	•	 	Legal representation review and discussion of which firms have processed the last
several successful applications.
	 
	 	•	 	Pre-opening budget discussion and review.
	 
	 	•	 	Identification and recruitment of a qualified management team for review with
personnel committee and Board of Directors.
	 
	 	•	 	Preparing & building the management team for presentation to the regulatory agencies
and submission of the application process:






	 	 	 	ü What role played during the organization phase
	 
	 	 	 	ü What role played when the Bank opens
	 
	 	 	 	ü When the management team starts...ideally




Let it be understood that Bankmark does not participate directly or indirectly in any sales
transaction between the Bank and prospective shareholders, nor will it solicit subscription
agreements or collect monies for prospective shareholders in connection with such activity.
Bankmark is not an agent for the de novo bank, and does not make representations as an agent or
otherwise for the Bank.




(This space intentionally left blank.)




2









 




2. CONSULTING FEES



Bankmark will design a marketing campaign to strategically support the Bank. Bankmark’s
professional fee for services is as follows:





	•	 	The consulting fee for facilitating a marketing campaign to support the Bank and for
providing logistics and administration for the Bank’s public offering is $625,000. This is
the total fee and there are no contingencies, commissions or other variable payments regarding
its payment. All fees are due and payable in advance of the month the work is to be
performed. All invoices for such fees and expenses are due no later than the third business
day from receipt of invoice.






	•	 	Bankmark may, from time to time based on project financing, defer a portion of a specific
payment(s). At Bankmark’s discretion, the Bank will be notified as to when the deferred
amount is due. Should Bankmark adjust the budget and defer payments, this is not a
forgiveness of said debt; it is a payment adjustment to assist in the cash flow management of
the project initiated to support the organizing group. If a deferred payment plan is the
agreed upon course of action, a new payment schedule will be created and signed by both
parties (Bankmark & San Diego Group of California). However, should the contract terminate
for any reason and the payment schedule has been adjusted from the original agreed schedule,
the remaining balance owed, if any, will be based on the original payment schedule in this
agreement. The final payment of all past due amounts will be confirmed 1 month prior to
termination of contract and will be outlined in the mutual release agreement to be signed by
both parties.






	•	 	The fees shall be paid in the following incremental amounts:





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Paid
	Payment #   1
	 	$	10,000	 	 	Month   1	 	 	3/7/07	 
	Payment #   2
	 	$	10,000	 	 	Month   2	 	 	4/11/07	 
	Payment #   3
	 	$	15,000	 	 	Month   3	 	 	5/14/07	 
	Payment #   4
	 	$	15,000	 	 	Month   4	 	 	6/10/07	 
	Payment #   5
	 	$	30,000	 	 	Month   5	 	 	7/10/07	 
	Payment #   6
	 	$	30,000	 	 	Month   6	 	 	8/15/07	 
	Payment #   7
	 	$	30,000	 	 	Month   7	 	 	9/14/07	 
	Payment #   8
	 	$	40,000	 	 	Month   8	 	 	10/12/07	 
	Payment #   9
	 	$	40,000	 	 	Month   9	 	 	11/15/07	 
	Payment # 10
	 	$	40,000	 	 	Month 10	 	 	12/14/07	 
	Payment # 11
	 	$	40,000	 	 	Month 11	 	 	1/15/08	 
	Payment # 12
	 	$	40,000	 	 	Month 12	 	 	2/15/08	 
	Payment # 13
	 	$	40,000	 	 	Month 13	 	 	3/15/08	 
	Payment # 14
	 	$	40,000	 	 	Month 14	 	 	4/14/08	 
	Payment # 15
	 	$	40,000	 	 	Month 15	 	 	5/14/08	 
	Payment # 16
	 	$	40,000	 	 	Month 16	 	 	6/17/08	 
	Payment # 17
	 	$	45,000	 	 	Month 17	 	 	7/21/08	 
	Payment # 18
	 	$	45,000	 	 	Month 18	 	 	 	 
	Payment # 19
	 	$	35,000	 	 	Final payment1	 	 	 	 








 




			
	1	 	The final payment of $35,000 is due at the release of
funds from the impound account, or 120 days from the effective date of the
prospectus/offering, whichever comes first. It should be understood that
receipt of the final payment of $35,000 is not contingent upon any conditions
or performance.




3









 









The final payment shall be considered a post-opening expense for accounting purposes. Although it
appears in, it is not included in the calculated total of the estimated pre-opening expense budget
previously presented to the Bank




3. EXPENSES TO BE PAID BY THE BANK







These fees only represent an estimate. As each required service is negotiated with the selected
firm or individual, an agreement or purchase order will be submitted to and approved by the Bank’s
management in advance of any payment or commitment to pay. These agreements will be itemized and
totaled in a report to management on a monthly basis to account for monies committed or owed
against the estimated budget. In each and every case where a budgeted expense may be exceeded due
to necessary changes in the regulatory process, additional events, or any other requirements
required to support the proposed transaction, management will pre-approve the newly revised budget
before it is incurred.






Projected Costs:




Bankmark’s fees are disbursed monthly over the life of the project. Other costs are paid by the
Bank but managed by Bankmark. As the Project Supervisor (PS) and/or Project Manager (PM) prepare
to implement the various stages and expense items of this Agreement, they will present to the
client a more detailed anticipated monthly expense of the various budget category line items of the
expenses. These monthly presentations of anticipated expense will, in turn, be reviewed, with
senior management or the Project’s designated representative every thirty (30) days. Items or
services to be purchased on behalf of the Bank will be outlined in a contract or estimate form
provided by the specific supplier and approved by Bank personnel prior to purchase of the item or
service. Based on the assumption that the Bank will have to host approximately 65 investment
meetings, with an average attendance of 25 attendees to meet 1,625 (minimum) qualified investors,
the following costs are projected:



			
	 	 	 
	Project Support**
	 	$1,000 per month






Other part time staff, or FTE (Full Time Equivalent) time, has been allocated pursuant to the
project budget. Some staff members do not work on site at the organizational office, but at
Bankmark’s offices in California, Colorado, and Texas. This provides consistency from project to
project, access through universities for data entry personnel or other essential personnel that
Bankmark does not have to hire, train, and release as a project ends. Instead it provides
continuity to all Bankmark’s clients by spreading out the part time hours needed to support all of
Bankmark’s projects.



For many banking professionals, not being able to “see” an individual causes concern when, in fact,
it is the work to be produced in total and in relationship to the project’s needs at that specific
juncture. For example, one day the data entry personnel are completely inundated with roster entry
and proofing, requiring 3-4 staff members. The next day, the entire off site office group is
consumed with one project. What this system provides overall, (and within a more managed budgetary
process,) is the human resource component consistently on-call without inflating the on-site
project staff.



4









 





In addition to Technical Staff, Bankmark maintains Database and Project Support Staff made up of
both part-time (PTE) and full-time (FTE) personnel. These staff members will not work on-site at
the Bank’s Project office, but at Bankmark’s offices in California, Colorado, Texas, and New York.
These individuals are employees of Bankmark. They maintain and manage the Bank’s Database and
provide consistent and necessary Database and Project Support Services to the Bank at the request
and under the direction of the Bank’s PM.



Computer Network System & Printers Rental Service




It is essential that the Bank’s temporary project site meet the necessary minimum requirements
needed to support the Capital Campaign and the Events Phase of the organizational process. In
order to maintain consistency from project to project and for the convenience of our clients,
Bankmark will provide a range of Technical Support to the Bank for the duration of this agreement:




	1.	 	Laptops/Desktops – For the Bank’s Project Manager (PM) and Events Staff (Project Site Support
Staff). They are each pre-loaded and set-up with:






	 	a.	 	All necessary software, hardware, and networking components and licensing
	 
	 	b.	 	The Bank’s Project Database Interface
	 
	 	c.	 	Email Account
	 
	 	d.	 	Remote Access to Bankmark’s VPN






	2.	 	Web Hosting of all temporary sites for the term of this Agreement.
	 
	3.	 	Database Hosting, Support, and Maintenance for the term of this Agreement,
	 
	4.	 	Up to three Project site visits from our Technical Support Staff for the following:






	 	a.	 	Project Site Set-up
	 
	 	b.	 	Database Training
	 
	 	c.	 	Periodic Check-up and Maintenance throughout various phases






	5.	 	Miscellaneous hardware and Software for Project Site Set-up





Other Project Site & Equipment Requirements

(NOT included in the previous section)




The Bank agrees to provide the following for the duration of the Bank Project:




	1.	 	Facility Requirements — 1,500 – 2,000 square feet exclusive working location to support the
Bank’s Senior Management Team and the Project Staff (6-8 people).. The facility shall be
secured and well-lighted for access at any time.






	2.	 	Other Technology, Furniture, & Equipment Requirements:






	 	a.	 	Several desks and the necessary number of working tables and chairs for
processing the events materials
	 
	 	b.	 	Minimum of six (6) phone lines for the Project staff, which are not too heavily
used by other Bank operational needs




5









 






	 	c.	 	One dedicated high-speed data line (DSL/Cable modem)
	 
	 	d.	 	One dedicated fax line
	 
	 	e.	 	One designated fax machine
	 
	 	f.	 	Work Station printer/copier (specifics to be provided) – needed for reports
required to keep Organizers and Bank Management updated with current potential
shareholders names and event schedules
	 
	 	g.	 	Pitney Bowes (or equivalent) postage machine •






	3.	 	Fed-Ex, UPS, DI-IL or equivalent shipping account – for Project site needs
	 
	4.	 	Office Supplies — pens, pads of paper, computer paper, etc. which will be ordered by the
Project Manager (PM) through the Bank’s supplier. When supplies are needed, the PM will put
together a supply request form to be approved by the Bank. Upon approval by the Bank, the PM
will procure the materials and maintain an inventory for the project,





The Database




Ownership





	 	•	 	Bankmark owns, develops, and manages the database system and its user interface,






	 	•	 	The Bank owns all contact and investment information provided by the Bank and residing
within the database,






	 	•	 	Prior to final payment of Bankmark Fees and upon termination of this Agreement, Bankmark
will relinquish all contact and investment information to the Bank in static form (i.e. MS
Excel format or equivalent).





(OR)





	 	•	 	Upon receipt of final payment of Bankmark Fees for the contract, Bankmark will provide
the Bank with a replica of the database system and its user interface for their continued
use or conversion.





Database Development, Training & Project Support




As the Bank gets closer to filing their Bank Charter Application, a Bankmark representative will
present the Database Development & Training Process (DDTP) to your entire group. At that time, we
will establish goals and deadlines for each director/organizer to submit contact lists and field
any questions and/or concerns regarding this process and confidentiality of the information given.




Upon beginning the Database Development & Training Process (DDTP) Bankmark provides the Bank
with the following:




	 	•	 	All necessary data entry and proofing services of all contact and investment
information provided by the Bank to Bankmark for the DDTP and the Bank’s Capital
Campaign
	 
	 	•	 	Quantitative and Quality Assurance reporting to monitor database integrity,
submitted weekly to the PM for his/her PM Report for the Bank’s Management




6









 






	 	•	 	Accountability Reports for each director/organizer to monitor their individual
progress and contributions to the Capital Campaign
	 
	 	•	 	Target Market Queries to support the development and execution, as well as the
effectiveness of the various investment meetings during the Bank’s Capital Campaign





			
	 	 	 
	Graphics Program Development**
	 	$35,000






The Graphics Development Program (GRDP) includes the following:




	 	•	 	Branding Workshop, Identity Development & Bank Logo Development
	 
	 	•	 	Intranet Portal, Website Design & Maintenance
	 
	 	•	 	Stationary, event items, display boards, brochures, etc,
	 
	 	•	 	All appropriate materials to support the offering, as well as all other legal
documents that support the offering





Bankmark’s Graphics Development Program (GRDP) is a key element in a successful de novo banking
experience. Although it does not relate specifically to the application process, it will be tied
directly to the timeline of your Bank Application. GRDP involves the “Design to Production” phase
of the Bank’s graphic material necessary for the various pre-opening stages. Within the confines
of this Agreement, “design to production” refers to the development of the creative materials
through mechanical pre-production requirements to produce/print each individual item. It does riot
include the actual expense of the massive printing, both, internal and external, that will occur
once the GRDP is complete. Printing Costs, both external and internal, are discussed elsewhere in
this Agreement and are listed separately on the Bank’s Pre-opening budget. The GRDP Addendum and
Discussion Guide will be presented to the Bank at a later date and will provide a more detailed
description of all items and services included in this Agreement relating to the GRDP. Once
initiated, the entire process should last about 120 days.



The process begins with the “Developing the Brand Identity” Workshop. Immediately following the
workshop, Bankmark will provide the Bank with a temporary website where the Bank’s organizing group
can log on and submit Bank name ideas and interact with each other and Bankmark’s Creative Team.
Bankmark will be responsible for setting up and maintaining this interactive site as part of the
GREW. Approximately 6-8 weeks after the workshop, Bankmark will send one or more designated
representatives from our Creative Team who will travel to meet with the Bank’s organizing group as
a whole. During this time, they will make formal presentations of initial potential logo designs
based on comments, suggestions, and recommendations at the workshop, as well as any other possible
ideas we feel the group might be receptive to based on Bankmark’s successful tract record in the
arena of marketing de novo bank’s during the Organizational & Capital Campaign Phases. Let it be
understood that Bankmark’s GRDP process is designed specifically for de novo banks during their
pre-opening phases. Bankmark’s expertise in this area also includes extensive knowledge of any and
all State and National regulatory issues and requirements relating to marketing materials for a de
novo bank prior to “In Organization” (“IO”) permission as well as during the Capital Campaign
itself. Bankmark currently does not specialize in marketing of the Bank after it opens its doors
to the public. Upon completion of the Terms of this Agreement, Bankmark will make arrangements to



7









 







transfer all completed GRDP items to the Bank’s senior management as outlined in this Agreement
(list page#, Section, etc...).



The Bank recognizes that there may be other “design firms” within the Bank’s community that may
approach the Bank’s organizing group with offers of graphic development and marketing services.
However, these individual firms do not have the expertise necessary for developing graphic material
for a de novo bank project. This Agreement includes Bankmark’s GRDP and is a non-negotiable item.
At the “Brand Identity” Workshop, we will bring samples of some of our previous projects for you to
review.



Bankmark does not provide coaching for local design firms to understand the graphics process as it
relates specifically to de novo bank charters. As a result, we have developed an “in-house” system
for our bank clients. We do, however, strongly recommend utilizing local firms for the marketing
of the Bank after the doors open. It is an excellent way to build strong community ties very
quickly.



Project Site Support Staff*




	 	 	 	 
	Month 12
	 	$	12,000
	Month 13
	 	$	12,000
	Month 14
	 	$	12,000
	Month 15
	 	$	12,000
	Month 16
	 	$	12,000
	Month 17
	 	$	12,000
	Month 18
	 	$	12,000
	 
	TOTAL
	 	$	84,000






The staffing budget only represents a monthly estimate. As we begin the hiring process closer to
the Bank’s campaign, we will present a more specific (weekly) cost per person spreadsheet for
approval.



Food, Beverage, and Facilities (based on approximately 65 events)




	 	 	 	 
	Month 12
	 	$	8,500
	Month 13
	 	$	8,500
	Month 14
	 	$	8,500
	Month 15
	 	$	8,500
	Month 16
	 	$	8,500
	Month 17
	 	$	8,000
	Month 18
	 	$	8,000
	 
	TOTAL
	 	$	58,500






These amounts only represent estimates. As each month is planned in advance, the estimates will be
recalculated on a per-event cost. The event costs are also tracked weekly as each event occurs and
costs are posted so the PM and the client know exactly where the project stands in relationship to
the budget at all times. This is a cost category tracked jointly by the client and Bankmark.



8









 





			
	 	 	 
	External Printing
	 	$25,000







	 	•	 	Invitations
	 
	 	•	 	Offering circular & all the packaging
	 
	 	•	 	Letterhead, business cards, and envelopes





The quantities, paper specification, etc. will be bid out/estimated upon completion of the design
phase. If possible, Bankmark will secure a local printer, provided the quality standards can be
met in relationship to the budget. All print estimates and purchase orders will be signed and
approved by the client.



			
	 	 	 
	Internal Printing**
	 	$16,000






Internal printing is a service provided by Bankmark whereby full digital color printing is needed
only during the stock sale process, such as printing of the prospectus. Because Bankmark prints
these files digitally in-house, the client is afforded a cost per piece of at least 50% savings in
comparison to using a “Kinko’s.” This in-house process allows Bankmark the ability to manage on
behalf of the client, ordering only what is needed on a weekly basis. Therefore, our quantity
counts are low.



			
	 	 	 
	Marketing Promotions**
	 	$21,000







	 	•	 	Presentation boards for investment meetings
	 
	 	•	 	The chairman’s’ circle/founders coffee promotion
	 
	 	•	 	Logo golf style shirts
	 
	 	•	 	Other name recognition items





The specifics (i.e., count, item, color specifications, set-up fees) will be outlined in a separate
addendum for approval by Bank/project management prior to beginning the events process. This will
include all design, dye-cast, set-up, production, and shipping requirements.



			
	 	 	 
	Speaker Honorariums**
	 	$22,500






Speaker honorariums are paid to any qualified industry expert identified by Bankmark. Most likely,
these individuals have previous experience with the Bankmark program, content and format especially
as it relates to regulatory dos and don’ts. They could be Robert Steiner, Bryan Hyzdu, Dan Hudson,
or any other speaker Bankmark deems acceptable. Each event fee is $450 per event (approximately 65
events). Speaker Fees are for the purpose of having industry experts present on behalf of the
industry and the bank. Speakers are utilized at Bankmark’s discretion when we feel the campaign
requires a push from the outside expert. Once the client becomes familiar with the presentation
content and know how to field questions, Bankmark will turn the speaking over to the client on an
as needed basis. Therefore, we have reduced the standard speaker budget to accommodate only the
first 20 events. At the end of each 15-day period during the events phase of the project, Bankmark
and the Bank will review and reconcile the speaker honorariums to be paid for that period.



9









 





			
	 	 	 
	Public and Promotional Events
	 	$8,000






Public and promotional events are events “outside of the box,” or a standard event whereby the
event has a theme that is usually time sensitive and a special guest speaker has been scheduled.
The event requires a broader scope and scale or marketing to draw a larger qualified audience. Any
event in this category budget is planned and approved by the Bank organizers.



These projected costs are based on the following assumption:



The most important factor in holding the events cost to a minimum is to maintain a high average
attendance: 1) if the Bank gets them to an event and 2) follow up to gauge their interest within
2448 hours. If the Bank’s goal is a minimum of 1,625 qualified attendees and we maintain an
average attendance of 25 per event, the Bank can reach its capitalization goal upon completion of
the 65 event. The caveat is the follow-up by directors and the Bank and is imperative to the
success of the Capital. Acquisition Program based on these assumptions.




 


**Fees paid directly to Bankmark. An invoice, along with any necessary supporting documentation,
will be presented to the Bank as each expense is incurred. These invoices are due net ten (10)
days upon presentation.



*All items outlined in this section are financial responsibility or the property of the Bank.
These amounts represent a current market estimates. An updated estimate will be provided at time
of expense.



4. TERM




The contract shall expire 120 calendar days from the effective date as published on the offering
circular at 5:00 p.m. unless otherwise extended by mutual agreement, in writing. Any budgetary
requirements associated with the continuation of said agreement will be outlined by Bankmark and
pre-approved by the Bank or the Bank’s representative before any work is continued. All extensions
are in 30-day increments approved by both parties. Each 30-day extension is for the fee of
$35,000. All fees for extensions are due at the beginning of the 30-day extension.



5. STAFFING REQUIREMENTS BY FMS/BANKMARK




Overall project responsibility on behalf of Bankmark will be carried out by Dan Hudson (“DH”),
Business Group (“BG”), Project Supervisor (“PS”), and Project Manager(s) (“PM”). During the period
of time prior to beginning the investment meetings, a senior associate for Bankmark (DH, BG, PS, or
PM) will meet with the Organizers or Management Personnel a minimum of once every two weeks for a
project briefing and update session. A client conference report will be provided to outline the
project timeline, responsibilities and resource requirements for the upcoming two weeks, and
anticipated monthly scheduling or participation required of Bank personnel or the organizing group.
It is estimated that a senior associate (DH, BG, PS, or PM) will be on location a minimum of 3
days per week prior to the investment meetings beginning. The composition of Bankmark’s management
team will be further defined upon project commencement.



10









 





6. OTHER STAFFING REQUIREMENTS




All project employees will be made available by the Bank and will report directly to Bankmark’s PM.
The employer of this staff will be a third-party national employment agency firm, which will be
approved by the Bank and provide the Bank with a price break for budgetary purposes. It will also
ensure that all local and state employment laws and requirements will be met. Their work
scheduling, daily job responsibilities, and if necessary, dismissal from the project, are the
responsibility of Bankmark’s PM. Prior to any dismissal of a project employee, Bankmark will
review the circumstances and conditions with the Bank concerning the employee and their
recommendations, if any, for dismissal. In turn, Bankmark also recognizes the importance of
congeniality between project staff and the Bank. Therefore, should conflict/tension between a
specific project individual and the Bank arise, Bankmark encourages the Bank to immediately bring
the situation to the attention of the PS or PM so that any necessary adjustments,
employee-transfers, or even dismissal/termination can be dealt with so that the flow/momentum of
the project is not hindered. The determination of an hourly wage will be gauged and set by the PM
based on the experience and skill level necessary to perform their job responsibilities pursuant to
the requirements of this Agreement. For example, regardless of policies established within the
institution, Bankmark or the organization/group will not employ $8 per-hour, fast-food, entry-level
personnel for positions which require data entry and sorting skills and/or meeting the public,
i.e., a skill level of $14 — $16 an hour (or prevailing wage). However, all expenditures of this
nature will be within the budget described above unless otherwise agreed to by each party, in
writing.



Bankmark understands that part-time/temporary staff positions with no immediately offered benefits
do not always attract “top” people as prospective project employees. Therefore, Bankmark will
always attempt to first “pull in” qualified personnel from other projects (whether in progress or
recently completed) to staff a newly beginning project so that the level of experience and training
are exemplary and consistent. A combination of experienced Bankmark personnel and new hires from
the project’s immediate area equate to a well-balanced on-site team, essential to the success of
the project.



It is important to note that typical “Bank” employees that may work for the institution
post-charter normally do not have the skill set necessary for the type of employees Bankmark must
solicit and engage to successfully perform the duties as specified within the boundaries of this
contract. From time to time, Bankmark may hire college or high school students, who could
potentially be siblings of directors or others close to the project. Typically, they are hired to
perform what are considered “after-hours” or “summer-time” duties (see “Part-Time RSVP Callers”
below). Because of the skill set necessary for the success of this project, Bankmark and client
agree that the policy not to hire directors’ relatives, friends, etc., is appropriate. Hiring
should be based on the skill set necessary to complete the job.



The staff’s payroll will be managed by the PM, a Bankmark person familiar with the firm that pays
the employees. Invoices are processed through Bankmark’s Payroll Manager, approved by the PM and
presented to the client. The client must pay for these outside services net 15 days of
presentation.



11









 





Part-time RSVP Callers: Telephone calls to invite critical leads, close friends and personal
business relations are best made by the Organizer. However, based on the fact that there are other
time commitments by the Organizers, it may be necessary from time to time to employ RSVP callers.
These are hourly employees used only during the events phase and not continuously. If it is
necessary to employ these individuals, a budget will have to be established. This should only be a
back-up contingency.



7. FACILITY REQUIREMENTS




The Bank must provide a working location to support a full time staff of 6-8: one senior associate,
one PM, and part-time people. It should comfortably sustain four desks and the necessary number of
working tables and chairs for processing the events material. (1,500-2,000 square feet exclusive).
The facility shall be secured and well lighted for access at any time. Unless otherwise noted by
memo or addendum, the computer equipment that is supplied is the property of Bankmark. Bankmark and
its personnel will not be restricted in any manner from access to its equipment or otherwise.



8. MISCELLANEOUS EQUIPMENT & SUPPLIES




The PM and support staff must have access to a minimum of six (6) phone lines which are not too
heavily used by other Bank operational needs, plus (at least) one dedicated high speed data line
(DSL/Cable modem) and one dedicated fax line. The staff must also be provided with a designated
fax machine and copier, which are needed for reports required to keep Organizers and Bank
management updated with current potential shareholder names and event schedules. There is also a
significant amount of copying required in the database management and the reporting function. The
project also requires a varying amount of office supplies: pens, pads of paper, computer paper,
etc., which will be ordered by the PM through the Bank’s supplier. There are monthly phone charges
for sending data via modem between Bankmark’s data center and the Bank’s on-site computer systems.
These line charges will be billed monthly with copies of the charges from the phone bill. There
will be monthly charges for Fed Ex/UPS regarding overnight shipping of data entry work, lists or
supplies. These charges will also be billed monthly with copies provided from the respective
supplier.



8.1




The procurement of supplies to maintain the project’s readiness will be maintained by the PM. The
Bank will establish a business account with Office Depot, Office Max, Staples or an equivalent.
When supplies are needed, the PM will put together a supply request form to be approved by the
Bank. Upon approval by the Bank, the PM will procure the materials and maintain an inventory for
the project.



9. CONFIDENTIALITY OF INFORMATION




Without the prior consent of the Bank, Bankmark shall keep confidential and shall not disclose to
any third party any of the database or project files or any financial or other information relating
to the Bank, which is not already within the public domain. From time to time during the “events”
phase of the project, Financial Marketing Services (FMS)/Bankmark may invite guests



12









 







to observe an event. These guests may be other consultants or bank directors and officers from
another bank. The Bank will not unreasonably restrict Bankmark in allowing its guests to attend
and observe the process. If the prospective guest(s) are from the San Diego, La Jolla and Chula
Vista, California areas of the United States, Bankmark will inform the client. The client and
Bankmark will then select a meeting in which these local guests may attend.



10. RESPONSIBILITY AND ACCOUNTABILITY



To assure fulfillment of the requirements within this Agreement, the Bank and/or Organizers of the
Bank will designate one individual to work directly with Bankmark in the management and
implementation of this Agreement. The contact person(s) is Ed Brand.



11. ACCESS TO MATERIALS NECESSARY TO FILL THE TERMS OF AGREEMENT



The Bank will supply Bankmark with necessary copies of documents for handout during the investment
meeting presentation and development of the director training materials, i.e., the FDIC
application, the state application, business plans, strategic plans, etc.



OTHER COVENANTS PROVIDED BY CLIENT 12 — 22




Bankmark hereby warrants and represents that Bankmark shall:



12.




On a best efforts basis, with client adherence to the terms and recommendations, work diligently to
implement all items discussed herein.



12.1




Not assume or create any obligation for, or on behalf of, or in the name of, or in any way bind,
the Bank except as expressly provided by this Agreement.



12.2




Engage in no conduct in the performance of this Agreement that reflects unfavorably on the Bank.



12.3




Agree to defend, indemnify and hold harmless the Bank and each of its Organizers, and their
successors and assigns, from and against any and all liability, damages, fees, including reasonable
attorneys’ fees, and expenses whatsoever, resulting, directly or indirectly, from any claim or
demand of any kind or nature, resulting from the wrongful actions, negligence, errors, omissions or
misstatements of Bankmark, its officers, directors, employees, agents or contractors in connection
with its performance of its obligations under this Agreement; provided, however, that Bankmark
shall not be liable under this section for the wrongful actions, negligence, errors,



13









 







omissions or misstatements of the Bank, its Organizers, employees, agents or contractors. This
indemnification shall survive the expiration or earlier termination of this Agreement.



12.4




Defend, indemnify, and hold harmless the Bank from any and all liability, claims, demands, suits,
costs, charges, and expenses, including, without limitation, attorney’s fees incident to any claim,
loss, damage, or injury to the person or property of Bankmark and its agents, employees and/or
contractors, or to the person or property of anyone injured through the acts or omissions of
Bankmark, or of agents, employees, or other persons acting on its behalf; except for other firms or
employees contracted directly with the Bank or Organizers.



12.5




Bankmark warrants and represents that it has the necessary personnel, experience, expertise and
ability to successfully organize, implement and promote the Bank in accordance with the budget.



13. OWNERSHIP OF MATERIALS




Rights of ownership and reproduction of materials supplied by Bankmark remain solely with Bankmark.
This includes proprietary methods, training materials, handouts and evaluation tools used during
the implementation of this Agreement. Any materials developed specifically for the Bank, (i.e.,
logos, corporate identity package, signage, etc.) belong to the Bank when all monies owed as a
result of this work have been paid by the Bank as prescribed within this Agreement. Any other work
which may be developed for the Bank, such as promotional materials, etc., ownership licensing
rights or rights of reproduction, will be outlined and agreed to by each party before said work
begins or is produced. Any creative materials which are developed by Bankmark, any subsidiary
group, (Financial Marketing Services, ebankmarketing.com, etc.) or any of the firms’ affiliate
websites, may depict any and all of these materials produced and a narrative of the project’s
objectives and accomplishments as part of a “print” or “on-line digital” portfolio arid may
include, (but are not limited to), marketing materials, graphics, and websites.



13.1 BANKMARK COPYRIGHTS & PATENTS




During the course of the consulting engagement, Bankmark will, as part of its responsibility, make
available or provide materials to the Organizers, directors and management team. These materials
are only for the specific purpose of managing, tracking, educating and training. They are not to
be copied or distributed outside the immediate group of Organizers, directors, management and
staff. These materials are for internal use only. Should they be mistakenly used during the
capital acquisition phase of the engagement, the project members of the group could be put at risk.
These educational materials are for the sole purpose of training and may not be used for sales or
solicitation of prospective shareholders. These materials and the process they represent are
proprietary to Bankmark and are protected by copyrights.



The database application program is owned by Bankmark. In the case of a de novo bank whose current
staff possesses the skills and talents to copy, modify, change or duplicate the application



14









 







program, the Bank directors and management must assure Bankmark that no efforts by said staff will
occur.



At no time while Bankmark is actively engaged in the project, or upon its completion, will the
software application program be modified, duplicated, copied or changed without our prior written
approval.



The lists, rosters, critical leads, or any materials supplied to Bankmark for the development of
the database is the property of the group and/or the individual who provided the materials. Upon
completion by the staff of use of this material, it will be returned to the individual whom it
belongs. The completed database will become the property of the Bank upon completion of the
project and fulfillment of the terms specified in this Agreement.



14. NONCOMPETE




Bankmark is currently working and meeting with other organizing groups in other areas, and it is
not our practice to provide non compete covenants during organization, as groups can end their
organizing efforts at anytime by electing not to finish the project. Bankmark does allow that we
will not seek out new bank business in the following areas: Limited to the San Diego, La Jolla and
Chula Vista, CA ONLY for the duration of this de novo bank project. However, upon opening, should
the Bank use Bankmark to provide marketing programs and services, a limited non compete agreement
can be developed pertaining to the Bank’s immediate marketing area.



15. ASSIGNMENT




Except as provided herein, this Agreement or any rights or obligations hereunder, may not be
assigned by either party without the prior written consent of the other party.



16. SURVIVAL




Paragraphs 9, 12, 13 and 14 shall survive the expiration or termination of this Agreement.



17. AMENDMENTS




This Agreement may be modified in writing only, and cannot be changed orally.



18. COMPLETE AGREEMENT




This contract is the entire and only Agreement between the parties. The contract replaces and
amends any previous agreements between the parties. This contract can only be changed by agreement
in writing and signed by both parties.



19. PARTIES LIABLE




This contract is binding upon all parties who sign it and all who succeed to their rights and
responsibilities.



15









 





20. NOTICES




All notices under this contract must be in writing. The notices must be delivered personally or
mailed by certified mail, return receipt requested or Fed-Ex/UPS Next Day (or other expedited
delivery method requiring signature) to the other party at the address written in this contract, or
to that party’s attorney.



21. CHOICE OF LAW




The terms of this contract shall be interpreted under the laws of the state in which the
Application is chartered, regardless of whether the regulatory agency is state or federal.



22. SEVERABILITY




If one or more of the provisions of this contract are deemed invalid or illegal, the remainder of
the contract shall survive.



23. TERMINATION




“OPT OUT CLAUSE”





	 	•	 	Bankmark’s primary responsibilities in the scope of the engagement are to provide
project management, resource identification and resource management in conjunction with the
client, and to facilitate the capital acquisition phase of the project. We (Bankmark) will
provide an outline of the first objectives to be completed at the onset of each project
phase. We will review and prioritize these tasks and programs with the Client. The
Client, in turn, agrees to use good faith, best effort and judgment in the completion of
all tasks set forth. More importantly, the timeline in which the Client shall complete the
objectives stated herein are of critical importance to the success of the Bankmark process.
The Client’s inability to comply with Bankmark’s process, including but not limited to,
inability to provide requested information, will greatly impede Bankmark’s process, and
therefore success rate. Bankmark cannot be held responsible for delays caused by Clients
inability to meet time deadlines, or Clients unsuccessful completion of the Capital
Acquisition Process. In the event of any of late occurrences, Bankmark will, in detail,
discuss delays with the Client and provide a written solution to which the Client must
adhere within 20 days of dated document. Failure to do so will result in Bankmark
instating “Opt Out” Clause, with no further penalties or expenses due to Bankmark or
Client. All monies previously paid for services rendered shall be considered non
refundable. All monies due to Bankmark shall immediately be payable upon termination of
this contract under this clause. Client will be held responsible for all fees due up to
the date of Termination of this contract, under the “Opt Out” Clause. The “Opt Out” will
be provided in writing, and will be effective immediately upon Client receiving certified
documentation. Bankmark requests Client signs “Mutual Release.” Any claim or controversy
that arises out of or relates to this agreement or the breach of it shall be settled in
arbitration in accordance to the rules of the nearest local office of Judicial Arbitration
Meditation Service (JAMS).




16









 











No termination will be considered upon receipt of permission to organize from the governing aka
licensing authorities. All termination requests must be an issued written notice allowing each
party 20 business days to respond and meet concerning issue. After meetings have concluded and
dispute can not be resolved with either the resumption of this contract or a mutual release, then
termination moves forward and into mediation as prescribed in the agreement.




	 	•	 	1) Dismissal with cause: Should the need arise that the group of organizers decide to
abandon the project prior to filing the application or within the first five months of the
project, two application payments and five months of the master consulting agreement would
be due in full for Bankmark to excuse the client of any further obligations going forward.
Upon filing the application and up until granting of permission to organize by the
governing regulatory agency(ies), the payment of the application fee is due in full and 50%
of the consulting payments (beginning months 6-9) are due and payable for Bankmark to grant
the client release from the master agreement. Upon receipt of permission to organize by
the primary regulatory agency, there is no release from any or all of the contractual
agreements. “Cause”: Constitutes gross neglect by Bankmark by not providing adequate
guidance to the group within the parameters of each working agreement.
	 
	 	•	 	2) Dismissal without cause: If there are issues or concerns that would cause the
client group to want to dismiss Bankmark without cause or neglect unbeknown to Bankmark,
the client must communicate to Bankmark in writing what the issues are and allow Bankmark
to address the concerns as to what action will be taken within 5 business days of receipt
of the notification by the client. Bankmark will respond first in writing, and a meeting
will be held with the organizers or the executive committee representing the group to
discuss the recommendations to resolve the concerns. If the concerns cannot be resolved,
the client is responsible for payment in full of all billings to date as outlined in the
original agreed schedule. If the current payment schedule has been adjusted from the
original agreed schedule thereby offering the project debt deferment, the remaining balance
owed, if any, will be based on the original payment schedule in this agreement. The final
payment of all past due amounts will be confirmed 1 month prior to termination of contract
and will be outlined in the mutual release agreement to be signed by both parties.
	 
	 	•	 	Bankmark works for and at the sole discretion of the Board of Directors. If, at any
time, Bankmark believes the group needs to receive information or be informed of any detail
affecting the project, Bankmark will not be denied access to the group in any manner.
Should Bankmark wish to address the Board of Directors on a critical issue or concern and
notifies management in writing or by email that meeting shall occur within five business
days. It is again noted that Bankmark works for and at the discretion of the organizers
and board of directors. To release Bankmark without a mutual agreement it will require a
super majority of the organizers or 76% vote of the members.




17









 











24. ADDITIONAL TERMS OF THE CONSULTING AGREEMENT





	 	•	 	Bankmark shall be available to meet with any regulatory agencies or the Bank’s attorney
as needed to effectively implement the requirements of this Agreement.
	 
	 	•	 	Upon completion of the public offering, Bankmark will provide a written action report on
issues concerning the de novo bank in the areas’ of product development, delivery systems,
and topical marketing needs based on current trends experienced during the campaign. This
written report will be followed by an oral presentation by Hudson & Steiner to the Board of
Directors. This is not to be confused with a marketing plan, but rather a report on issues
and recommendations.
	 
	 	•	 	The parties agree that the Bank or Bankmark may require that any controversy or claim
arising out of or relating to this Agreement, or the breach thereof, will be settled by
arbitration in accordance with the Rules of the American Arbitration Association in effect
at the time that the controversy or claim arises, and judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction thereof. The forum for any
such arbitration proceeding shall be at the local office of the Judicial Arbitration
Mediation Service nearest to the headquarters of the Bank. JAMS are a national business
arbitration firm, and usually have offices within any state. However, in the event there
is not a JAMS office located within a reasonable distance from the Bank, all arbitration
will take place in accordance with the American Arbitration Association.
	 
	 	•	 	Should any legal action or arbitration proceeding be brought in connection with any
provisions of this Agreement, or to collect damages for either the breach of any term of
this Agreement or false representation or warranty given in connection with this Agreement,
the prevailing party shall be entitled to recover all reasonable attorney fees, and costs
and expenses actually incurred in such action or proceeding.
	 
	 	•	 	Significant suppliers of goods or services shall be approved jointly by Bankmark and the
Bank to assure the greatest possible success. If the Bank requires the specific use of a
supplier, the Bank will assume all responsibilities for delivery of those specific goods
and services, and any delays or problems caused by use of said supplier. Bankmark’s
purchasing strengths due to its long term relationship with many suppliers provides clients
with the advantage of special pricing, (i.e. reduced fees, or better terms, or delayed
partial payment until release of funds from the impound account). While all contracts
negotiated with any provider of goods or services and approved by the client, any firms or
individuals that are providers of these services on an ongoing basis for Bankmark are
managed by Bankmark with oversight by the Organizers during the term of the engagement. It
is this leverage and tie to responsibility that allow Bankmark to procure and expedite
service to its clients. Bankmark shall not accept any gratuity, rebate, fee, non-cash
trade, commission or any other direct or indirect accommodation as it pertains to providers
of goods or services used to implement the work as prescribed herein. Bankmark maintains
an ongoing marketing relationship which may include fee for referrals, shared marketing and
promotional costs for workshops and seminars with, but not limited to, the following firms:
1) Poster, Pepper & Shefelman PLLC, 2) Jenkens & Gilchrist, 3) TIB, 4) Steiner &
Associates, 5) WIB, 6) Goodwin & Procter, 7) Powell,




18









 






	 	 	 	Goldstein, Frazer & Murphy, 8) Intercept, Inc., 9) Phoenix Software, 10) RLR Management,
Inc. Should the Bank elect to engage the services of any of these professional
organizations, it is the responsibility of the Bank to conduct its own thorough evaluation
of the services to be provided.
	 
	 	•	 	Speaker honorariums and travel expenses can become very costly. It is Bankmark’s intent
to provide the best resources to accomplish this task. To have a celebrity speaker for
each function of the estimated 65+ functions would be cost prohibitive. When applicable,
Bankmark will use bank directors from other institutions, industry observers, and in many
cases, Robert Steiner. Mr. Steiner’s relationship as a speaker is separate from that of
services provided directly by Bankmark. As a speaker, Mr. Steiner is paid by the Bank from
the estimated budget for speaker honorariums or any other individual designated by Bankmark
as appropriate. Because speakers must set aside the time to meet the requirements of the
scheduled meetings, if for any reason the meetings are canceled, they are paid accordingly.
If canceled within 48 hours notice, 50% of the speaker honorarium is due. If canceled
within 24 hours notice prior to the meeting, the entire fee is due.
	 
	 	•	 	Let it be understood that Bankmark does not participate directly or indirectly in any
sales transaction between the Bank and prospective shareholders, nor will it solicit
subscription agreements or collect monies for prospective shareholders in connection with
such activity. Bankmark is not an agent for the de novo bank, and does not make
representations as an agent or otherwise for the Bank. The Bank agrees to indemnify and
hold harmless Bankmark from and against any and all damages, loss, cost expense,
obligation, claim or liability, including but not limited to, attorney fees and expenses
arising as a result of the Bank making said offering.
	 
	 	•	 	The scope, nature and details of the consulting services provided by Bankmark, as well
as the identity and background of the parties Bankmark introduces to the Bank, will not be
divulged to anyone other than those directly representing the parties to the transaction
and unless otherwise required by applicable law.
	 
	 	•	 	During the term of this Agreement, should Dan Hudson/Bankmark become incapacitated and
unable to direct this project in any manner, Stacey Conti will complete the project as
prescribed herein and the Bank will pay to Stacey Conti any forthcoming payments.
Notification to enact this specific condition of the Agreement will be in writing by Mr.
Hudson or his estate representative for Bankmark. If the Bank does not elect to have
Stacey Conti complete the project, all monies owed Bankmark are still due and payable as
prescribed herein.




19









 










The parties have executed this Agreement to be effective as of
            
        
         , 2007.









	 	 	 
	Bankmark

	 	de novo Bank Project (San Diego, CA)
	 
	/s/ Dan Hudson 	 	/s/ Ed Brand
	 

	 	 
	Dan Hudson, Owner

	 	Ed Brand, representing
	 

	 	T & E Holding, Inc., San Diego, California









(This space intentionally left blank.)




20









 





ADDENDUM




This Addendum is attached to and made part of that certain Consulting Agreement by and between
Bankmark and T & E Holding, Inc. of San Diego, California (“Bank”) dated 
             
              
      , 2007.



OUTLINE PROJECT CAPITALIZATION PROCESS




Bankmark will provide project management services for the capitalization of the Bank to include,
but not limited to:




	A.	 	Strategic Capitalization Plan,
	 
	B.	 	Public Relations,
	 
	C.	 	Events Management and Speaker Coordination,
	 
	D.	 	Director/Senior Management Training on Flow to Present the Independent Bank as an Investment
Opportunity,
	 
	E.	 	Shareholder Database Management and Computer Equipment,
	 
	F.	 	Consultation regarding the development of marketing communication materials,
	 
	G.	 	Written opinions, observations, and oral presentations on strategic issues concerning the
Bank will be presented during the engagement period. A marketing opinion paper will be
presented to Directors and Senior Management at the conclusion of the campaign.





A. STRATEGIC CAPITALIZATION PLAN




The success of any capitalization effort is the strategic plan which, when developed, is built on
the realistic abilities of each Director’s strengths, weaknesses, opportunities and threats. This
plan is developed only after a series of personal interviews with each Director.



The elements of each Director interview is quantified, weighted and formulated in a matrix format.
This allows Bankmark to develop a capitalization plan based upon the expected, collective
contributions of the Director Group and Senior Bank Management. It allows for the optimization of
each individual’s effectiveness based on their available time, sphere of influence, sales abilities
and other critical factors.



The capitalization plan is designed to meet the Bank’s required capital needs in increments, based
on how focused Management and the Director Group is arid how quickly they wish to proceed. The
group will have an opportunity to contribute its input before the plan is finalized. During the
development of the capitalization plan, Bankmark will meet with the Bank’s Management every thirty
(30) days (or as needed) to review Bankmark’s progress, share any concerns, or discuss possible
requests for assistance the Bank and Organizers of the de novo bank may have. Within a reasonable
time from the start date of the Consulting Agreement,



1









 







Bankmark will submit to the Organizers a written report of its assessment of the organizing group
and where it sees the de novo bank within its marketplace at least thirty (30) days prior to the
capital acquisition program. This report will also include a detailed strategic capitalization
plan with a proposed events calendar. It should be noted that change might occur in the plan based
on input from the Bank’s Management, the approval of the offering and its anticipated effective
date. Upon the final review by the Bank’s Management and the incorporation of any changes,
Bankmark will present the capitalization plan during the Director and Senior Management Training
Session.



Monthly project review and assessment by Bankmark and a representative of the Board of Directors is
important to assure the ongoing success of the capitalization program. This forum will allow
Bankmark to review with the Bank’s representative’s issues or concerns regarding the performance of
key individuals and the program’s effectiveness and efficiency according to the project timeline.
This review process is most critical during the events phase of the program. This forum allows the
Organizers the opportunity to critique Bankmark’s performance and make recommendations for change
or request additional assistance. During this review session, the Directors and Bankmark can
openly review in confidence the efficiency reports provided by Bankmark (see Section C, Monitoring
the Events Performance). This review process assures the Bank the opportunity for direct input and
bands-on participation in the effective completion of the capitalization program. Conversely, at
these meetings, Bankmark can also present requests for any additional resource allocation the
project may require.



B. AVAILABLE PUBLIC RELATIONS OPPORTUNITIES





	 	•	 	Newspapers,
	 
	 	•	 	Local financial TV news,
	 
	 	•	 	Professional and public service organizations to which Directors belong,
	 
	 	•	 	Scheduled events,
	 
	 	•	 	Materials published by the Bank,
	 
	 	•	 	Any other communication vehicle which is in regulatory compliance during the
capitalization phase.





Public relations are critical to the success of any capital acquisition campaign. Using the local
media to increase public awareness of the Bank’s future plans, it’s Management, the business and
economic outlook, and other information will position the Bank and enhance its community image.
Bankmark’s public relations activities will not be unreasonably restricted by Bank Management or
the Board of Directors during the application and securities periods.



No single media vehicle is completely effective in telling the Bank’s story. An integrated and
balanced approach must be used. A considerable increase in the level of public awareness needs to
occur within both the public and professional spheres of influence of the Bank. This must all be
in place before the events process begins.



Bankmark designs, manages, and facilitates (as outlined on Page 3, Section 2) this integration
process subject to the approval of the Bank’s Management (the direct costs of any artwork or
printing are separate items). A review of the public relations materials enclosed in Bankmark’s



2









 







initial capabilities presentation will illustrate to the Bank’s Management how scheduled events,
coupled with the public relations function, enhance public awareness of the investment opportunity.
Any public relations material developed by Bankmark on behalf of the Bank is not released until
the Bank’s Management (as outlined on Page 3, Section 2) has reviewed and approved it. A member of
Senior Management is present at all meetings, which Bankmark may schedule between the Bank and area
newspapers, publications and other media. The Bank and Bankmark agree to work jointly on all
public relations efforts.



C-1. EVENTS MANAGEMENT AND SPEAKER COORDINATION




Bankmark’s proven formula for success enables the Director Group to present the investment
opportunity to qualified individuals through a series of hosted events. Each event features a
financial expert who addresses the investment opportunity in several ways. In the case of the
Bank, there must be a concerted effort to reach the required capital level in the shortest period
of time possible. Bankmark is responsible for scheduling and managing the financial industry
experts and providing the PM.



Events Process Management. Bankmark’s proven strategy for capital acquisition includes the manner
by which each prospective investor is invited to, and processed during, the events phase of the
campaign. Invitation processing, facilities management, greeting guests, presenting the investment
opportunity, and coordination of guest speakers are managed solely by Bankmark. This process is
explained thoroughly during the Director and staff training modules. All local customs and/or
community traditions are respected and incorporated into the process. However, Bankmark, upon
concurrence of the Bank’s Management (as outlined on Page 3, Section 2), determines the final
components and sequence of events during the stock sale campaign. This includes the use of outside
industry observers/speakers. This component of the Bankmark process cannot be changed without full
agreement, in writing, by Bankmark. (The organizers and directors are restricted as to what they
can and cannot say during the offering period).



To provide assurance that the project proceeds in a timely manner and the client has a record of
important elements affecting the project, a weekly status report log is maintained by Bankmark.
Copies of the log are presented weekly by the PM to the Bank’s Management. This report gives a
detailed breakdown of all part-time employees, their hours and costs, any increases or changes made
in the database and personnel scheduling during the events phase. This enables the Client Resource
Manager to approve the previous week’s staff allocations, schedule their personnel for the coming
week and make any necessary adjustments.



Monitoring the Events Performance. Upon completion of each week’s events, a thank-you letter is
sent to each attendee. Accompanying the letter is an attendee questionnaire. This allows Bankmark
to measure all aspects of the events process, especially the follow-up phone calls. Each week
during the events process, Bankmark provides Management with an event-by-event synopsis table.
This table tracks elements such as the ratios of RSVP’s to Shows and Mailed to Shows, etc. These
timely monitoring tools keep Management and Bankmark apprised of all aspects of the events process.



3









 





C-2. PUBLIC AND PROMOTIONAL EVENTS




In addition to the standard investment opportunity meetings, breakfast, lunch and evening
refreshments, and hors d’oeuvres, the project may require the development of public and promotional
events. These public and promotional events are usually hosted by the Bank to attract specific
target market segments, for example:




	A.	 	Physicians — How to make money in a managed care environment
	 
	B.	 	Small Business Professionals — Getting your Banker to say “Yes”
	 
	C.	 	Events targeted to women, minorities, special interest groups, or any market segment
necessary to attract investors
	 
	D.	 	Wealth Building and/or Financial Planning
	 
	E.	 	The State of the Economy and Your Business





It is not possible to determine now at the inception of this working Agreement what type of public
and promotional event(s) may be necessary or how many public and promotional events will be needed.
If these types of events are determined to be necessary during the development of the Capital
Acquisition Program strategy or later, during its implementation, Bankmark will meet with the
Bank’s Management to discuss the recommendations and develop a budget accordingly. The public and
promotional events have been essential during past Bankmark projects to raise significant awareness
regarding:




	 	a)	 	offering circular
	 
	 	b)	 	helping close the offering circular by creating a sense of urgency
	 
	 	c)	 	creating greater visibility with businesses and professionals





C-3. GUEST SPEER/INDUSTRY EXPERT




This working Agreement provides for the requirement of industry experts to be present during the
Bank’s hosted or sponsored investment opportunity meetings. In planning for the estimated 65
meetings, Bankmark (Hudson, Steiner, and Hyzdu) may function as the industry experts. The speaker
honorarium fee is $450 per investment meeting with a minimum of two meetings on a scheduled event
day. To provide the Bank with the best possible coverage for presentation, Bankmark will, in
addition to the scheduled investment opportunity meetings, allow the Bank to schedule and
facilitate Speaker Days. Within the two (2) event-minimum days, the Bank may also schedule a round
table discussion with six to nine guests or one-on-one meetings with Founders or significant
investors. Within a Speaker Day, a schedule could be two standard investment meetings,
lunch-evening, to include a breakfast round table with two one-on-one meetings, or a total of five
(5) meetings during the day.



D. DIRECTOR, MANAGEMENT AND STAFF TRAINING




Bankmark conducts a series of Director interactive workshops for Organizers and Senior Management,
and two Management Workshops (see Exhibit #l). The objective of this workshop is to assure that
each participant involved in the Capital Acquisition Campaign has current information on the
industry in general and the performance of independent banks in particular. This data is
consistent with the information presented at the investment meetings. Workshops are conducted at a
mutually acceptable time prior to the offering effective date. These



4









 





workshops take place during work hours, evenings and at least one weekend. It is imperative that
those involved in the selling process be required to attend all training and sales meetings. If,
after the completion of these workshops, one or two individuals require additional training,
Bankmark provides for that. Notice for the workshop series is given three weeks in advance of the
date scheduled. Any make-up session is conducted by Bob Steiner for a fee of $2,000 and paid at
the release of funds from the impound account.



Sales meetings are very important in order to evaluate each team member’s progress, to discuss
common issues or concerns, and to allow Bankmark to monitor the group’s weekly follow-up. These
meetings are mandatory and the Bank supports this schedule and allows sales team members to attend
(see attached Exhibit #1).



E. DATABASE MANAGEMENT AND COMPUTER EQUIPMENT




Each Director provides the names of key contacts for potential shareholders. A rule of thumb is
that for every million dollars of capital needed, the Bank needs 1500 qualified names, which later
become the Bank’s base for business development activity. Bankmark works with each Organizer and
member of Bank Management to develop a database sufficient to meet the capital requirements. The
Bank must provide sufficient physical space to accommodate the tactical support staff, computers
and phones, as well as necessary parking in a safe area for all staff.



Database Ownership: Bankmark develops and manages the database with text files in Microsoft Access
2000. Upon completion of the capitalization project, the Bank may purchase MS Access (from any
supplier) and Bankmark will transfer the data files to the Bank’s computer upon final receipt of
all monies owed on the contract, addendum, or extensions. If Bankmark changes the database
applications software during the capital campaign, the Bank may be required to buy, from a computer
supplier of their choice, a single-user version of the new software. Upon receipt of final payment
for the contract, Bankmark will install its customized applications on the Bank’s system only in
the event that the Bank has provided the required software to complete the conversion. During the
duration of the project, Bankmark will instruct one individual from the Bank on how to access and
retrieve data from the Bank’s files. This individual will be provided the security access code for
the Bank’s files. No other Bank individual will have direct access to the files during the stock
sale campaign. This will insure that there will be little chance of contaminating or damaging the
files. The Bank will be provided a “How-To Guide” in the capabilities of their new database at the
end of the project.



The parties have executed this Addendum to be effective as of
                    
             
, 2007 (the “Start
Date”).










	 	 	 
	Bankmark

	 	de novo Bank Project (San Diego, CA)
	 
	/s/ Dan Hudson 	 	/s/ Ed Brand
	 

	 	 
	Dan Hudson, Owner

	 	Ed Brand, representing
	 

	 	T & E Holding, Inc., San Diego, California









5









 





ECONOMIC AND APPLICATION AGREEMENT:




This agreement made and entered into this
                    
 day of             
                            
, 2007, by and between Ed Brand,
representing T & E Holdings, Inc. of San Diego, California (hereinafter referred to as “Client”),
whose mailing address is 2821 Pasa Tiempo Glen Escondido, CA 92025 and Dan Hudson, dba Bankmark,
(hereinafter referred to as “Consultant”), whose principle office is located at 5050 Quorum Drive,
Suite 700, Dallas, 7X 75254.



      IN CONSIDERATION of the mutual agreement herein contained, it is mutually understood and
agreed by and between the parties as follows:



1. NATURE OF SERVICES




A. The Consultant is hereby authorized to proceed with the engagement as detailed in EXHIBIT A,
which is considered an integral part of this Consulting Agreement, a copy of which is attached.



The exact scheduling and extent of any additional actions relating to the project will be
determined by mutual agreement between Client and Consultant, in writing.



In addition, the Consultant may from time to time be requested to participate in other related
activities. In such cases, the Consultant and Client will mutually agree as to whether they are
included or stand outside this agreement.



B. All normal business expenses incurred by Consultant, including, but not limited to, telephone,
travel and the like, are considered incidental expenses and are included with the contract limit
amount of $85,000. All other business expenses must be pre-approved by the Client in order to
qualify for reimbursement.



C. Consultant agrees to use his best efforts in conducting all of the activities referred to in
this Agreement.



D. The Client agrees to supply the Consultant with all necessary data and required computations
in the specific formats a be requested by the Consultant at various points during the term
of this agreement.



E. Nothing contained herein shall be construed to create the relationship of Employer and Employee
or Agent and Principal between the Client and Consultant. Consultant shall conduct his business as
an Independent Contractor and shall have no authority to create, alter or amend any agreements or
representations on behalf of the Client, or to incur any liabilities for the Client. Consultant
acknowledges that he is not an employee of the Client, and said Client is not obligated nor charged
with the responsibility of withholding income taxes from any commissions



1









 







due the Consultant, nor is the Client obligated to pay Social Security, Taxes, nor FICA taxes upon
or for the Consultant.



F. Consultant agrees to adhere to fair business principles and comply with all Federal, State and
local laws and regulations, either existing or pending. Consultant further agrees to file
applications for licensing, bonding, or other permits, and to pay all fees pertaining thereto as
may be required by any regulatory body.



II. SOLICITATION AND TERMINATION




A. Consultant agrees that he will not issue, distribute, or circulate any advertising or
promotional material, circulars or pamphlets relating to the Client unless and until it has been
authorized and approved in writing by the Client. The Consultant shall withdraw any said material
and discontinue its use immediately upon the Client’s written request to do so.



B. This Agreement may be terminated by either party upon written notice. Upon the giving of said
notice, the Client shall cause to be paid to Consultant any monies due to Consultant, as herein
provided, and Consultant, in turn, shall reimburse the Client for any monies, if any, be it
advanced and not earned. The Consultant agrees that all files, records, documents, and other
similar items, whether maintained in hard copy or electronic form, relating to the Client’s
business and the Consultant’s work for the Client, and paid for by the Client are exclusively the
property of the Client. All such material shall be delivered to the Client upon termination of
this agreement. Proprietary software and other materials that were created and owned by the
Consultant prior to the start of the project will remain the property of the Consultant.



III. COMPENSATION




In consideration of the services performed hereunder by Consultant, Client will pay Consultant an
amount based upon the work outlined in EXHIBIT A (attached) not to exceed that amount listed in
EXHIBIT A. The terms and conditions listed in EXHIBIT A are considered an integral part of this
Consulting Agreement.



The above referenced fees shall constitute the only source of compensation to Consultant by Client.



IV. CONTRACT ENFORCEMENT




A. This agreement constitutes the entire agreement about understandings between the parties and
supersedes any and all other agreements between the parties.



B. No remedy granted to the parties by virtue of the Agreement shall be exclusive of any other
legal or equitable remedy available to the parties existing by laws of statute.



2









 





V. MISCELLANEOUS




A. The parties agree and intend that all questions concerning this Agreement, including the
validity, capacity of parties, effect, interpretation and performance, shall be governed by the
laws of the State of California.



B. The rights, privileges, duties and obligations of both the Client and Consultant to each other
shall be limited to those specifically set forth herein.



C. This Agreement and the terms, conditions and obligations herein contained, shall be binding
upon the parties hereto, their assigns, transferees, heirs and legal representatives.



D. This Agreement shall not vest in Consultant, his heirs, estate of legal representatives, any
right, title or interest in any assets in the Client itself; its name, good will, or other market
business activities, other than as set forth in this Agreement and only for so long as the
Agreement has not been terminated, and no longer.



E. This Agreement and the attached EXHIBIT A, constitutes the complete Agreement between the
Consultant and the Client. No representation or promise, either oral or written, have been made
except as specifically set forth herein. Should any part of this Agreement be declared invalid,
such invalidity shall not affect the remainder of this Agreement. It is the intention of the
parties that they would have executed the remaining portion of this Agreement without herein
including any portion, which may hereafter be declared invalid.



F. The forbearance or neglect by either party to insist upon the performance of this Agreement, or
any part hereof, shall not constitute a waiver of any rights or privileges.



     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first
written above.



     THE FOREGOING IS HEREBY AGREED TO:









	 	 	 	 	 	 	 
	BY:

	 	ED BRAND
	 	BY:
	 	BANKMARK
	 	 	 	 	 	 	 
	 	 	/s/ Ed Brand	 	 	 	/s/ Dan Hudson
	 
	 	 	 	 	 	 
	DATE:

	 	 	 	DATE:	 	 
	 

	 
	 
	 	 	 
	 










3









 





EXHIBIT A




OVERVIEW OF ENGAGEMENT:



     The basic components of the assignment include the following main elements:




	 	v	 	General Consulting (Strategy development)
	 
	 	v	 	Prepare materials for, and attend, pre-filing meeting(s) with Regulators
	 
	 	v	 	Meet with proposed Directors to assist in completing their interagency financial and
biographical application forms
	 
	 	v	 	Interview individual Organizers to discuss their duties, responsibilities, etc.
	 
	 	v	 	Develop the Business Plan (in concert with Management & Executive Committee)
including the pro-forma projections
	 
	 	v	 	Prepare the complete new Joint Agency application (revised March 2002) for a
Commercial Banking Charter, with the appropriate State Department of Banking, Office of
the Comptroller of the Currency (OCC) and FDIC
	 
	 	v	 	Assistance in the preparation of other required materials including, but not limited
to:






	 	§	 	CRA Statement
	 
	 	§	 	State historical/environmental determination of sites selected for bank
facilities
	 
	 	§	 	Salient published legal notices
	 
	 	§	 	Monitor regulator processing of applications
	 
	 	§	 	Comply with all requests by Regulators for clarification and/or
additional data





TERMS OF ENGAGEMENT:





	 	1)	 	Provide Management/Directors with a course of action required to complete the
regulatory applications.
	 
	 	2)	 	Provide Management & Executive Committee with a specific outline of information
required for the appropriate State Department of Banking, OCC and FDIC.
	 
	 	3)	 	Prepare Director/Organizer Interagency Financial and Biographical Forms and
other required materials






	 	a.	 	Distribute and collect all required regulatory “forms” with
appropriate supplemental instructions
	 
	 	b.	 	Conduct a meeting with Directors/Organizers to review the
required information needed to complete all forms
	 
	 	c.	 	Answer individual Director/Organizer CONFIDENTIAL questions and
consult with their legal counsel, if necessary, on selected matters
	 
	 	d.	 	Review and edit completed Director/Organizer forms for accuracy
and completeness
	 
	 	e.	 	Follow up with Directors/Organizers for form content
clarification and additional information
	 
	 	f.	 	Prepare finalized biographical and financial forms for
Director/Organizer final review




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	 	g.	 	Ensure that all fingerprint cards are correctly prepared for
both agencies
	 
	 	h.	 	Prepare and review all regulatory release forms
	 
	 	i.	 	Examine Director qualifications and related experience
	 
	 	j.	 	Prepare Director job description and responsibilities
	 
	 	k.	 	Conduct individual Director/Organizer interviews to review and
clarify:






	 	i.	 	Prior financial institution experience
	 
	 	ii.	 	Other financial field related-experience
	 
	 	iii.	 	Other organization Board experience
	 
	 	iv.	 	Community/Professional involvement
	 
	 	v.	 	Individual contribution as a potential board member
	 
	 	vi.	 	Other relevant experience/contacts, etc.






	 	4)	 	Prepare Management Section






	 	a.	 	Assist Management (“team” if applicable) in presenting
his/their separate and combined qualifications






	 	i.	 	Review résumé’s for review, update, and
revision
	 
	 	ii.	 	Banking Experience (specifics re: lending,
operational, and/or administration background, etc.)
	 
	 	iii.	 	Direct and Indirect Board Experience

	 
	 	iv.	 	Independent Bank and Marketing Experience
	 
	 	v.	 	Prepare Job Description and Vitae for Senior
Management candidates






	 	5)	 	Prepare Facilities Information relating to:






	 	a.	 	Physical Location
	 
	 	b.	 	Site and floor plans
	 
	 	c.	 	Tentative purchase/lease agreements)
	 
	 	d.	 	Tenant improvements
	 
	 	e.	 	Purchase/lease of Furniture, Fixtures and Equipment
	 
	 	f.	 	Related parties involvement with the premises and/or FF&E
	 
	 	g.	 	State-National Historical determination
	 
	 	h.	 	Zoning and environmental effect






	 	6)	 	Develop, with Management & Executive Committee, the Business Plan including:






	 	a.	 	Reflection of Director/Management Philosophy and marketing
strategy
	 
	 	b.	 	Management expertise and utilization
	 
	 	c.	 	Director expertise and utilization
	 
	 	d.	 	Market analysis






	 	i.	 	An overview of the market and opportunities
	 
	 	ii.	 	Current demographics
	 
	 	iii.	 	Specific Goals and Objectives
	 
	 	iv.	 	Market growth and composition of “target” sectors






	 	e.	 	Proforma Financials (3 years, by quarters) in concert with
Management i. All supporting schedules
	 
	 	f.	 	Peer Group Comparisons
	 
	 	g.	 	Assumptions and Footnotes






	 	7)	 	Prepare Capital Adequacy Analysis
	 
	 	8)	 	Prepare the Required Proposed Market and Economic Information




2









 












	 	a.	 	Develop supportive market information relative to the Strategic
Market Plan
	 
	 	b.	 	Information in support of regulatory “Convenience and Needs”
requirements
	 
	 	c.	 	Current area development and projected economic growth data
	 
	 	d.	 	Statistics and other information regarding lending needs of the
new bank’s market(s)






	 	9)	 	Prepare Competitor data and analysis:






	 	a.	 	Prepare competitor/peer group data and trends






	 	10)	 	Prepare Miscellaneous Information Regarding:






	 	a.	 	Correspondent banking relationships
	 
	 	b.	 	Guidance in preparing, and review of, regulatory mandated
policies manuals
	 
	 	c.	 	Director Board and Committee duties and assignments
	 
	 	d.	 	Risk Management Coverage (insurance)
	 
	 	e.	 	Data Processing plans: vendor, in-house, etc,
	 
	 	f.	 	Other relevant information






	 	11)	 	Summary and Conclusions Regarding the Application’s Merit, Strengths, and
Market Position
	 
	 	12)	 	Miscellaneous and Related Consultant Responsibilities






	 	a.	 	“Packaging” of the applications (printing, proper format,
required number of copies, etc.)
	 
	 	b.	 	Interface with Office of Historic Preservation regarding
historical determination of sites
	 
	 	c.	 	Address zoning and environmental concerns
	 
	 	d.	 	Provide required Legal Notices for Newspaper publication
	 
	 	e.	 	Coordination with regulatory agencies and other Consultants
	 
	 	f.	 	Follow-up and monitoring of regulatory agencies
	 
	 	g.	 	Provide regulators with clarification of critical issues when
requested
	 
	 	h.	 	Provide Organizers with regular updates and status reports
regarding the application progress.





TIMING





TIME IS OF THE ESSENCE. THEREFORE, DUE DATES RELATING TO THE PROJECT TIME LINE ARE
DEPENDENT UPON THE TIMELY COMPLETION AND SUBMISSION OF ALL MATERIALS REQUESTED BY THE
CONSULTANT. As this is the case, the application could be ready to submit to the regulators
within 75 days from the signing of this agreement, the tendering of the initial payment and
the completion of ALL requested Organizer/management data, information and responsibilities.
Any delay in the receipt of necessary information or the submission of incomplete or
inaccurate data by the Client will cause a delay in the above described application process.
It is therefore imperative that all Organizers meet their obligations and respective
deadlines.




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FEE SCHEDULE:





The fee, for performing the above detailed consulting service is based upon the placement of
a head office in San Diego, California plus a separate banking office in another location
within the state of California to be mutually agreed upon by the Client and Consultant, is
$85,000. This includes processing a maximum of twenty (20) organizers, excluding
management. Additional organizers approved by the Chairman can be included in the
application at a cost of $300.00 each.




	 	§	 	Payment #1 of $25,000, is due and payable upon signing this agreement.
	 
	 	§	 	Payment #2 of $20,000, is due and payable within 10 days of pre-filling
agreement.
	 
	 	§	 	Payment #3 of $20,000, is due and payable within 10 days of the date the
Consultant files the Joint Interagency application with the regulatory
agencies.
	 
	 	§	 	Payment #4 of $20,000, is due and payable upon the funding of the
organizational loan, or upon self funding, whichever occurs first.






Let it be clearly understood that the consulting service rendered, is not a guarantee that
the regulators will approve the application. Therefore, any payment to the Consultant is
not based upon whether the application is accepted or approved by either the State
Department of Banking for which the application is filed, the OCC, or the FDIC.
Notwithstanding the above, Consultant shall provide an accurate and complete application as
required by said regulators in a professional form as required by said regulators.



Out-of-pocket expenses:



Client will pay for the cost of the postage/delivery, copying and binding of all documents required
by the regulators and any additional copies the Client may wish. The Consultant will provide, at
no cost to the Client, one copy of each Director/Organizer’s personalized and confidential data and
one complete copy of the application for the corporate files.



Travel expense:



The Consultant will absorb the full cost of travel and lodging for up to five (5) necessary on-site
visits during the process of completing the required application. The visits will be of such
duration as to maximize the work to be accomplished. The final three on site visits by the
Consultant will be coordinated and approved with the Chairman in order to minimize the need for any
additional visits. The travel expense for all additional visits will be borne wholly by the
Client.



Let it be further understood that if for any reason the Client chooses to or causes the project to
abort, fees will be charged on an hourly basis. Such fees will only be charged on that work
performed BEFORE the date of receipt of official notification (verbal, followed by written
confirmation) in lieu of the fee schedule described above. Expenses incurred to-date of
discontinuance of work also will be billed. The fee charged under such a condition will be based
as follows:



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	 	•	 	Analysis and preparation of applications, Regulator
meetings/Tele-conferences, development of the Business Plan and, economic
research/analysis, and Management consultation, @ $150/hour
	 
	 	•	 	Preparation of Director biographical and Financial forms a $100/hour
	 
	 	•	 	Coordination, auditing and validating materials for the application @
$75/hour;
	 
	 	•	 	Computer input, proof reading, etc. @ $35/hour.
	 
	 	•	 	As motivation for BOTH parties to fulfill their duties and
responsibilities and ensure that the project will proceed expeditiously,
the following terms and conditions are therefore incorporated into this
agreement.
	 
	 	•	 	The Organizers will return completed biographical and financial forms to
Consultant within 15 days of receipt of such forms.
	 
	 	•	 	The Organizers will respond to requests for information in a timely
manner and will review, sign and return the final submission copies of all
documents within 7 days after the Consultant’s review and preparation.





Site (location) information and tentative lease(s) will be available by the 70th day from signing
this agreement (the FDIC, in particular, reviews the location leases very closely.)



The work will be performed by Bankmark’s Internal Research Department and possibly (in total or in
part) by the following Consultants:




	 	v	 	Robert Steiner, Steiner & Associates
	 
	 	v	 	Bobbe Sigler, Management Consultant
	 
	 	v	 	Bryan Hyzdu, Management Consultant
	 
	 	v	 	Wendell Brock, Management Consultant
	 
	 	v	 	Doug Critchfield, Critchfield & Associates
	 
	 	v	 	Ben New, Management Consultant





All those listed above are either current or former bankers with experience in executive banking
positions, and have all been part of the application process.



To expedite, facilitate and enhance the application process, Bankmark reserves the right, based on
the project’s needs and complexities, to assign said specialists as previously mentioned, all of
which have in-depth experience in the preparation of de novo bank applications and are currently
working with Bankmark on other projects. Bankmark, from time to time, may add other specialists as
deemed necessary to complete the work in a timely manner. Bankmark warrants that these individuals
will have comparable experience to the associates listed above and will have the ability to
complete the task at hand.



“OPT OUT CLAUSE”



Bankmark’s primary responsibility in the scope of the engagement are to provide project management,
resource identification and resource management in conjunction with the Client and facilitate
capital acquisition phase of the project. We (Bankmark) will provide an outline of the first
objectives to be completed at the onset of each project phase. We will review and prioritize these
tasks and programs with the Client. The Client, in turn, agrees to use good faith,



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best effort and judgment in the completion of all tasks set forth. More importantly, the timeline
in which the Client shall complete the objectives stated herein are of critical importance to the
success of the Bankmark process. The Client’s inability to comply with Bankmark’s process,
including but not limited to, inability to provide requested information, will greatly impede
Bankmark’s process, and therefore success rate. Bankmark cannot be held responsible for delays
caused by Clients inability to meet time deadlines, or Clients unsuccessful completion of the
Capital Acquisition Process. In the event of any of late occurrences, Bankmark will, in detail
discuss delays with the Client, and provide a written solution to which the Client must adhere
within 20 days of dated document. Failure to do so will result in Bankmark instating “Opt Out”
Clause, with no further penalties or expenses due to Bankmark or Client. All monies previously
paid for services rendered shall be considered non refundable. All monies due Bankmark shall
immediately be payable upon termination of this contract under this clause. Client will be held
responsible for all fees due up to the date of Termination of this contract, under the “Opt Out”
Clause. The “Opt Out” will be provided in writing, and will be effective immediately upon Client
receiving certified documentation. Bankmark requests Client signs “Mutual Release”. Any claim or
controversy that arises out of or relates to this agreement or the breach of it shall be settled in
arbitration in accordance the rules of nearest local office of Judicial Arbitration Meditation
Service (JAMS).



The details of this Exhibit are hereby acknowledged and agreed to by both parties and are thus an
integral part of the foregoing Economic and Application Agreement.









	 	 	 	 	 	 	 	 	 	 	 
	By:

	 /s/ Ed Brand	 	 	 	 	Date:	 
	 

	 	 
	For the Client	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 /s/ Dan Hudson	 	 	 	 	Date:	 
	 

	 	 
	For the Consultant	 	 	 	 	 	 	 	 










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Exhibit #1

The Director’s Pack

A series of interactive workshops

Facilitated by Bankmark




Bankmark is committed to preparing its clients to best formulate and implement the strategies and
actions, which will ensure that the resources of the organizers of de novo banks are expended in
the most efficient and cost effective fashion. To that end, as part of Bankmark’s Capital
Acquisition Program, we have developed a series of workshops which prepare the proposed
Organizer/Director/Management to deal effectively with not only the placement of stock, but the
critical issues and skills required to carry out their duties and responsibilities as
representatives of their shareholders and depositors.



The series is designed to raise the participant’s awareness and to guide, educate and expose them
to the critical skills and competencies necessary to not only successfully place the stock, but to
make sound decisions and lead the Bank to profitability after it opens. Below is a brief
description of each workshop:



 ̈ Director Orientation: (Workshop #267-DO) This series of five workshops is designed to
prepare the Organizers and officers how to most effectively participate in the Capital Acquisition
campaign. During these sessions, we set the tone of the campaign and define the stock placement
methodology. The program is designed to enable the participant to become comfortable with the
tools available to them, to anticipate the prospective shareholders questions, and move comfortably
to close the sale. The content is designed so that the “non-salesperson” will quickly reach a
level of comfort when discussing the Bank’s investment opportunity. The length of each session is
approximately 4-6 hours and scheduled at the convenience of the client.



Session #1-The Basics





	 	•	 	Sponsors, criteria, profile and locations for an investment meeting
	 
	 	•	 	The anatomy of a typical investment meeting
	 
	 	•	 	An overview of the banking industry in the State
	 
	 	•	 	Current trends in community banking
	 
	 	•	 	Selected operating data of solid performing community banks





Session #2-The Nitty-Gritty





	 	•	 	Developing a common language
	 
	 	•	 	Reaching consensus on the approach to industry and local issues
	 
	 	•	 	Commonly asked questions (and the effective responses)
	 
	 	•	 	Overcoming objections to the sale





Session #3-Closing Techniques (2-3 weeks into the campaign)





	 	•	 	Progress review and table exercises designed to share experiences and help each
organizer to better present and interact with prospective shareholders and close the
sale




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Session #4- Make-up Session





	 	•	 	For those who may have missed a previous workshop, or for those who want a
“refresher”





Session #5- The Partner Session





	 	•	 	A special session for the organizer’s “partner” (i.e., husband, wife, or
significant other). The organizer’s “partner” may well be involved in hosting an
investment meeting, developing lists of potential attendees, etc. For those who may
not be directly involved, at the very least they will be somewhat affected by the
Organizer’s time commitment during the stock sale. Therefore, it helps them to have
some understanding of the commitment, process and implications of the capital campaign.
(Attendance is optional and usually centered around a lunch). It is approximately 2
hours in length.





 ̈ Director 101: (Workshop #303) Designed for the proposed director who has not
previously been involved in guiding the destiny of a financial institution. This is an overview
utilizing workbooks, supporting documents and regulatory guidelines, which enable the director to
prepare for the duties and responsibilities they have accepted. The length of the session is
approximately 4-6 hours.




The critical issues covered:




	 	•	 	Understanding the operating environment
	 
	 	•	 	Working with the regulators
	 
	 	•	 	Working with and retaining quality management
	 
	 	•	 	Monitoring operations
	 
	 	•	 	Operational “Red Flags”
	 
	 	•	 	Committee assignments
	 
	 	•	 	Understanding the regulatory “Alphabet”
	 
	 	•	 	Serving the community needs (CIA)
	 
	 	•	 	Continuing director education





 ̈ Care and Feeding pf your Directors: (Workshop #313) Designed for the officers and
senior staff to help them deal effectively with the organizing group both during the organizational
phase as well as after the Bank opens. For those who have been previously involved with a
community bank board, this serves as a review. For those who have not, it is basic training for
better understanding the motivations and mind-set of the type of individuals who are typically the
driving force behind a new bank. This is an exercise in developing the most effective way to deal
with your directors on a day-to-day basis. Length of this session is approximately 3-4 hours.




The core topics:




	 	•	 	Whose bank is this anyway?
	 
	 	•	 	Two different worlds
	 
	 	•	 	Is there really a common vision?
	 
	 	•	 	What do they bring to the table?
	 
	 	•	 	What do I bring to the table?
	 
	 	•	 	Is director education good or evil?




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	 	•	 	The whole should be greater than the sum of the parts





 ̈ The Service Imperative: (Workshop #156-SI) Designed to focus the group’s
attention on the specific reality of delivering quality service. So much is said about the promise
of quality service, yet service does not develop in a vacuum. Through a series of group exercises,
the organizers and officers look beyond mere words and labels to reach consensus regarding the
specific standards and guidelines necessary to actually deliver on the service promise. The length
of this session is approximately 5-6 hours. Major topics:




	 	•	 	What does the customer want?
	 
	 	•	 	What does the customer need?
	 
	 	•	 	What barriers must be overcome?
	 
	 	•	 	What are the solutions that must be implemented?
	 
	 	•	 	Reaching consensus
	 
	 	•	 	Gathering and applying demographic and psychographic data
	 
	 	•	 	Developing the marching orders





 ̈ Developing the Brand Identity: (Workshop #201-M) Designed to work through the
process of naming the Bank and developing the Bank’s identity. We will take the participants
through the fundamentals and principals associated with developing and defining the brand. This
workshop also covers the complexities of financial services marketing, and the importance of
building a culture within the organization. The central issues in this 6-hour workshop are:




	 	•	 	What’s in a name? (a.k.a., the naming process)
	 
	 	•	 	How to define the brand and build brand culture into the bank
	 
	 	•	 	How to best understand and define who we are
	 
	 	•	 	When is local too hokey? It is a national product...financial services
	 
	 	•	 	Conducting a competitive analysis
	 
	 	•	 	Famous brands: how they develop over time (i.e., Nike, Apple, Krispy Kreme,
Harley Davidson, GE)
	 
	 	•	 	The Brand extends beyond the Logo
	 
	 	•	 	Where community banks miss the mark hi branding
	 
	 	•	 	Marketing, Advertising, and Branding...Which one is it anyway?





 ̈ Strategic Focus: (Workshop #145-SF) [Optional] Designed as the precursor to the
development of a comprehensive strategic operating plan. This workshop takes the group through an
overview of the critical components of a strategic plan. The group’s regulatory application is
used as a basis for formulating the level of strategic thinking necessary to move the organization
from the speculative/formative stage to the implementation/realization stage. This is a focus on
the “how,” rather than the “what” of an effective set of marching orders. In addition, through a
series of table exercises and group discussions, the group reaches consensus on the importance of
the critical issues that will successfully drive the Bank. The length of this session is
approximately 6 hours.




Central Issues:




	 	•	 	The group’s core values
	 
	 	•	 	The group’s vision
	 
	 	•	 	The Mission statement
	 
	 	•	 	How to define goals and objectives




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	 	•	 	The Board’s expectations
	 
	 	•	 	Management’s expectations






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Exhibit #2

The Chartering Process

Facilitated by Bankmark




First 4 months:




	 	o	 	Organizer Group/C.E.O. executes Pre-Inc. and Bankmark Agreements, retains Legal
Counsel
	 
	 	o	 	Sub-Committees begin work (Site/Facilities, Personnel/Compensation, Technology,
Mktg.)
	 
	 	o	 	Local/regional econ. Articles, demographic studies, community hrs. of support,
collected)
	 
	 	o	 	Letter(s) of intent are solidified for site(s)
	 
	 	o	 	Primary Regulator choice made
	 
	 	o	 	Organizer group closed out
	 
	 	o	 	“Red Folder” meeting held to begin gathering necessary Fin../Biog Info. from
Organizers
	 
	 	o	 	Application construction begins (Mgmt. & Charter Capital Services/Bankmark)
	 
	 	o	 	Organizers are interviewed/fingerprinted as Biog./Fin. pkg’s are finalized





Months 5-9:





	 	o	 	Compensation Committee structures Employment Agreements for/with Exec. Mgm’t
	 
	 	o	 	Stock Option / Warrant Plans for Insiders (& Public) are developed w/ legal
counsel
	 
	 	o	 	Art’s. of Incorp, By-Laws, etc. executed
	 
	 	o	 	Correspondent Bank (for Organization Loan, Offering proceeds escrow, etc.)
selected
	 
	 	o	 	Chief Financial Officer comes aboard
	 
	 	o	 	Policies (Loan, CRA, Funds Mgm’t., Audit, etc.) developed/approved by
Mgmt/Board
	 
	 	o	 	Vendor Selections: Core & Item Processing; Internet Provider; Online Bkng.;
Fin. auditors;
	 
	 	o	 	P&C/D&O insurance carriers; financial printer, etc.
	 
	 	o	 	Pre-Filing Meeting w/ Regulators
	 
	 	o	 	Final Application exhibits collected (e.g., Hist. Presv. clearance, all
contracts/legal does.)
	 
	 	o	 	Draft Prospectus/Subscription agreement/Other Offering materials prepared
	 
	 	o	 	Application completed & submitted, Legal Notice of Application Filing published





Months 10-13: — Bank is “Proposed”





	 	o	 	Regulatory Review Period (Background checks completed, Field Visits occur,
Exec. Mgm’t responds to addl. info. requests, etc.)
	 
	 	o	 	Finalize Offering & Stock Marketing materials for printing




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Months 14-15: — Bank is “In Organization”





	 	o	 	Permission to Organize (i.e., secure capital) granted
	 
	 	o	 	Offering & Stock Marketing materials printed
	 
	 	o	 	Capitalization process (30-70 stock sale meetings)
	 
	 	o	 	Prep. for opening (arrange for installation of systems, training, supply
acquisition, etc.)





Month 16 — Bank is now “Chartered”





	 	o	 	Charter Granted
	 
	 	o	 	Notice of proposed opening day sent to regulatory authorities
	 
	 	o	 	Pre-Opening (Regulatory) Site Examination
	 
	 	o	 	System(s) Installation, personnel training, etc.
	 
	 	o	 	First Board/Shareholders Meeting(s) held //stock cert’s, warrants, etc. issued





Month 17 — Bank is “OPEN” (Margin of error: 60-90 days)





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Exhibit #3

Bankmark de Novo Services





	•	 	Proving the need for a new bank in the market






	 	o	 	Economic and demographic data and competitive analysis (expanded from the
original market assessment document)
	 
	 	o	 	Site selection and demographics






	•	 	Application preparation






	 	o	 	Review and preparation of required materials for submission to regulatory
agency (i.e. Red Books)
	 
	 	o	 	Development of business plan






	 	§	 	Bankmark supplies the template for financials required for filing that
management must develop specifics on
	 
	 	§	 	Bankmark supplies current banking policies template for management and
committees to personalize for the bank
	 
	 	§	 	Introduction to necessary banking system providers (i.e. technology
firms, etc.)
	 
	 	§	 	Guidance and direction in the formation of committees both temporary and
standing to perform their required roles during the application process
	 
	 	§	 	Bankmark does not write the business plan






	•	 	Project Maintenance






	 	o	 	Ongoing meetings as needed to address issues and concerns (may include
attorneys and/or regulators governing the process)






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The Graphics Development Program Addendum




This
Addendum to the Master Consulting Agreement (ECCA-00003) is entered into on this ___ day
of ___, 2007, by and between Dan Hudson acting under the name of Bankmark & Financial
Marketing Services (“Bankmark”), with offices at 5015 Addison Circle Drive, P.O. Box 1154, Addison,
TX 75001 and T&E Holdings representing the San Diego California Bank Project with organizational
offices at 2821 Pasa Tiempo Glen, Escondido, CA 92025.



The parties hereby agree as follows:



1) The Graphic Development Program (GRDP) previously agreed upon in the Master Consulting
Agreement (ECCA00003) begins at the signing of this addendum and will commence as outlined in the
supplemental discussion guide (ECCA00006) attached to this addendum. The fees schedule, paid by
the Bank to Bankmark, is as follows:




	 	•	 	$9,000 due at signing
	 
	 	•	 	$9,000 due at initial presentation of logos
	 
	 	•	 	$9,000 due at completion of print mechanicals
	 
	 	•	 	$8,000 due at FINAL Completion





Upon final payment of all invoices that support the Bank’s Master Consulting Agreement, copyright
of the Bank’s identity and all its supporting materials outlined herein transfer to full ownership
of the organizing group and the Bank. Rights of reproduction transfer to the Bank upon receipt of
final payment of all invoices. Bankmark retains the right to present these materials in its
printed and electronic portfolios.



2) External & Internal Printing estimated in the Master Budget (ECCA-00003, Line Item 27, Line
Item 26) will commence upon completion of the GRDP as outlined in the supplemental discussion guide
(ECCA-00006) attached to this addendum. The estimated fees for these items shall be invoiced arid
paid by the Bank as outlined in the aforementioned supplemental discussion guide.



3) Various Shipping Costs outlined in the supplemental discussion guide have clearly determined
the shipping costs that are the responsibility of the Bank and the shipping costs that are the
responsibility of Bankmark. Each party agrees to reimburse, in a timely manner, the other party
should the need arise, for any shipping costs paid for by one party that belonged to the other.



4) The Marketing/Promotional Items briefly discussed herein will be outlined in greater detail at
a later date.



5) The Bank’s project budget, attached to this addendum, has been updated and/or revised to
accommodate the Bank’s current project timeline in relation to the expected regulatory approval and
subsequent capital campaign.



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The
parties have executed this Addendum to be effective as of Oct. 26, 2007.



	 	 	 	 	 
	Bookmark

	 	de novo Bank Project	 	 
	 
	 
	/s/ Dan Hudson	 	/s/ Ed Brand	 	 
	 

Dan Hudson, Owner

	 	 

Bank Representative
	 	 









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