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Exhibit 10.1    
    



	Bankmark	 	

	 	 	 	P.O. Box 13502 /*/ San Luis Obispo, CA 93406 /*/ (805) 547-8850






 
 

CONSULTING AGREEMENT


        This
Consulting Agreement ("Agreement") is entered into on this 27th day of February, 2003, by and between Bankmark & Financial Marketing Services ("Bankmark"), and  First Metroplex Capital, Inc.
("Bank"), with organizational offices at                        . Other references made to the term
"Bank" represent the de
novo bank and its Organizers. 


        The
parties hereby agree as follows: 


1.     SCOPE OF THE ENGAGEMENT  


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



	•
	Presentation
with core group members of the opportunity to new perspective organizers/directors. It's Bankmark's success rate, performance, and clear understanding of the
process that is articulated during these meeting. This establishes the credibility that most investors are seeking before they put any funds at risk. Bankmark provides a new group the ability to say,
"We have with us as partners a firm that has been there and done that...and recently".



	•
	A
diverse group of industry experts in all areas required to open a bank: corresponding bank relationships, project financing, equipment, technology, legal, accounting,
operations, facilities that are capable of providing a turn key bank with custom features or select needs based on specific client request. It is important to realize that opening a bank is far more
complex a process and requires a different skill set than managing a bank on a day-to-day basis that is already in operation.



	•
	Over
the years and especially more recently, organizers, directors, and management continuously infer we "help them see around the corner". Meaning that 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. The process allows clients to more thoroughly evaluate an element
under consideration that may not produce the result desired by the bank's organizing group. If necessary, the group is encouraged to visit banks which 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 interact with their area of expertise or assignment in the project management process. Our client
bank PM programs are built in MS Project and use, as baseline data, our most recently completed projects' timeline information. This process assures all elements to opening in a timely manner and
within budget.



	•
	The
keystone to the Bankmark process is the capital acquisition programs built, supported, and implemented at each bank location by trained Bankmark staff.



	•
	Determination
of charter and review of new filing procedures by the OCC & FDIC in conjunction with the organizing group.



	•
	Discussion
of facilities/locations 



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	•
	Legal
representation review and discussion which firms processed the last several applications



	•
	Pre-opening
budget discussion and review



	•
	Identification
and Recruitment of 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



	•
	What
role now during the organization phase



	•
	What
role when the bank opens



	•
	When
does the management team start...ideally 









2.     CONSULTING FEES



        Bankmark
will design a marketing campaign to strategically support a public offering of $10-12 million (or number to be established in the business plan) to be made by
the prospectus/offering and qualified with the State Department of Financial Institutions and/or the Office of the Comptroller of the Currency. Bankmark's professional fee for services is as follows: 



	•
	The
fee for facilitating a marketing capitalization campaign to support the public offering is $385,000. This is the total fee and there are no contingencies 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.



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







	 	 	 	 	Payment #  1	 	$8,000	 	February
	 	 	 	 	Payment #  2	 	$8,000	 	March
	 	 	 	 	Payment #  3	 	$12,000	 	April
	 	 	 	 	Payment #  4	 	$12,000	 	May
	 	 	 	 	Payment #  5	 	$12,000	 	June
	 	 	 	 	Payment #  6	 	$12,000	 	July
	 	 	 	 	Payment #  7	 	$12,000	 	August
	 	 	 	 	Payment #  8	 	$18,000	 	September
	 	 	 	 	Payment #  9	 	$36,000	 	October
	 	 	 	 	Payment # 10	 	$46,000	 	November
	 	 	 	 	Payment # 11	 	$46,000	 	December
	 	 	 	 	Payment # 12	 	$46,000	 	January
	 	 	 	 	Payment # 13	 	$46,000	 	February
	 	 	 	 	Payment # 14	 	$46,000	 	March
	 	 	 	 	Payment # 15	 	$25,000	 	(1) see note page 6
	 	 	 	 	
	 	
	 	

	 	 	 	 	Professional Fee Total	 	$385,000	 	 





        Bankmark
may from time to time, based on project financing, defer a portion of a specific payment. At Bankmark's discretion the bank will be notified as to when the deferred amount is
due. 


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3.     EXPENSES TO BE PAID BY THE BANK



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. Based on the assumption that the
Bank will have to host 105-125 investment meetings with an average attendance of 25 attendees to meet 2,625(minimum) qualified investors, the following costs are projected: 


Computer Network System & Printers Rental Service  



	 	 	 	 	 	 	June	 	$1,800
	 	 	 	 	 	 	July	 	$1,800
	 	 	 	 	 	 	August	 	$1,800
	 	 	 	 	 	 	September	 	$1,800
	 	 	 	 	 	 	October	 	$1,800
	 	 	 	 	 	 	November	 	$1,800
	 	 	 	 	 	 	December	 	$1,800
	 	 	 	 	 	 	January	 	$1,800
	 	 	 	 	 	 	February	 	$1,800
	 	 	 	 	 	 	
	 	

	 	 	 	 	 	 	TOTAL	 	$16,200





Graphics Program Development  


        Logo, Letterhead, Business Cards, Envelopes, prospectus, promotional materials, organization website (design to production), no printing 



	 	 	 	 	 	 	August	 	$9,000
	 	 	 	 	 	 	September	 	$9,000
	 	 	 	 	 	 	October	 	$9,000
	 	 	 	 	 	 	
	 	

	 	 	 	 	 	 	TOTAL	 	$27,000





Part Time Support Staff  



	 	 	 	 	 	 	April	 	$4,785*
	 	 	 	 	 	 	May	 	$5,980*
	 	 	 	 	 	 	June	 	$4,785*
	 	 	 	 	 	 	July	 	$4,785*
	 	 	 	 	 	 	August	 	$5,980*
	 	 	 	 	 	 	September	 	$8,625
	 	 	 	 	 	 	October	 	$13,180*
	 	 	 	 	 	 	November	 	$10,545*
	 	 	 	 	 	 	December	 	$10,545*
	 	 	 	 	 	 	January	 	$13,180
	 	 	 	 	 	 	February	 	$10,145*
	 	 	 	 	 	 	
	 	

	 	 	 	 	 	 	TOTAL	 	$92,935*




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        The
staffing budget only represents a monthly estimate. As we begin the hiring process closer to the stock sale campaign, we will present a more specific (weekly) cost per person
spreadsheet for approval. *This represents a very conservative estimate. Payroll expense due net 15 days from date of invoice received.



Food, Beverage, Facilities (based on 100-120 events)  



	 	 	 	 	 	 	September	 	$6,000
	 	 	 	 	 	 	October	 	$12,000
	 	 	 	 	 	 	November	 	$12,000
	 	 	 	 	 	 	December	 	$10,000
	 	 	 	 	 	 	January	 	$10,000
	 	 	 	 	 	 	February	 	$10,000
	 	 	 	 	 	 	
	 	

	 	 	 	 	 	 	TOTAL	 	$60,000





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



External Printing  



	•
	Invitations



	•
	circular &
all the packaging



	•
	boards
for investment meetings



	•
	Business
Cards, 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. 


$30,000  


Internal Printing**  


        Internal Printing is a service provided by Bankmark whereby full digital color printing is needed only during the stock sale process. Some examples are Sponsor
development handouts, Chairman Circle Advisory/Founders' Group Handout. Because Bankmark prints these files digitally in-house, the client is afforded a cost per piece savings in
comparison to using a "Kinko's" of at least 50%. 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. 


$7,500  


Marketing Promotions**  



	•
	The
chairman's' circle/Founders coffee promotion



	•
	Logo
golf style shirts



	•
	Other
name recognition items 



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        The
specifics (i.e. count, item, color specifications, set-up fees) will be outlined in a separate agreement 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. 


$21,000  


Speaker Honorariums**  


        Speaker Honorariums are paid to any qualified industry expert identified by Bankmark. These individuals most likely 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, Dan Hudson, Dennis Ceklovsky, or David Lakes. Each event fee is $450 per event (80
events approx). 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. 


$36,000  


Public and Promotional Events  


        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, that 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. 


$8,000  


        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) get them to an event and 2) follow up to gauge their interest
within 24-48 hours. If our goal is a minimum of 2,625 qualified attendees and we maintain an average attendance of 25 per event, the Bank can reach its capitalization goal upon
completion of the 105 th event. The caveat is the follow-up by Directors and the Bank is imperative to the success of the Capital Acquisition Program based on these assumptions. 





        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 budget may
be exceeded due to necessary changes in the regulatory process, additional events, or any other requirements required to support the Capital Acquisition Campaign, Management
will pre-approve the new budget before it is incurred.






(1)    The
final payment of $25,000 is due at the release of funds from the impound account, or 140 days from the effective date of the prospectus/offering, whichever is
first. It should be understood that receipt of the final payment of $25,000 is not contingent upon any conditions or performance. 



        **Fees
paid directly to Bankmark. 


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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. 


        The
client may opt for a 30-day no fee period after 120 calendar days from the effective date of the offering circular. 


5.     STAFFING REQUIREMENTS BY FMS/BANKMARK


        Overall
project responsibility on behalf of Bankmark will be carried out by Dan Hudson ("DH"), Robert Steiner ("RS"), Project Supervisor ("PS"), and PM(s) ("PM"). During the period of
time prior to beginning the investment meetings, a senior associate for Bankmark (PM, PS, DH) 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, RS 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. 


6.     OTHER STAFFING REQUIREMENTS



        All
part time individuals will be made available by the Bank and will report directly to Bankmark's PM. 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 board concerning the employee and
their recommendations, if any, for dismissal. The determination of an hourly wage will be gauged and set by the PM based on the experience and skill necessary to perform their job responsibilities
pursuant to the requirements of this Agreement. For example, regardless of policies established within the institution, Bankmark or 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 $12-$14 an hour (or prevailing wage). However, all expenditures of this nature will
be within the budget described above unless otherwise agreed to in writing by each party. 


        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. 


        Other
part time staff or FTE's (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 office in San Luis Obispo, CA. 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. 


6





 



        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 pecific juncture. Example: Some days the data entry personnel are completely inundated with oster entry and proofing 3-4 staff members. The next day the entire off site office group
is onsumed with one project. Over all what this systems provides (and within a more managed budgetary process) is the human resource component consistently but on call without the project staff on
site being inflated. 


        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: 1 senior associate, 1 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, well lighted for
access 24/7. Unless otherwise noted by memo or addendum, the computer equipment which 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 6 phone lines which are not too heavily used by other Bank operational needs, plus 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 onsite 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. 


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 will 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 Senior Management. Upon approval by Senior Management the PM will procure the
materials and maintain an inventory for the project. 


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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 the Bank advises Bankmark is to be deemed confidential. From time to time during the "events" phase of the project, Financial
Marketing/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 Northeastern area, 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 people are the following: _____________ 


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


        The Bank will supply Bankmark with necessary copies of documents to develop the "sales story" for 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  


        Obey all laws regulating the conduct of business and be solely responsible for the acts of any agent, employee or representative utilized in connection with the
performance of this Agreement; this is introduced and managed by Bankmark for the sole responsibility of implementing the work as prescribed herein. Other agents, contractors or firms employed or
contracted by the Bank or Organizers are the responsibility of Management and the organizing group. 


8





 



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 Bankmark's 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 Bankmark's 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 or
any subsidiary group may be presented by said groups in their portfolios, marketing materials, 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, education 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 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. 


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14.   NON COMPETE  


        Bankmark is currently working and meeting with other organizing groups in other areas of the United States 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. However should the Bank upon opening use Bankmark to provide marketing
programs and services, a limited non compete agreement can be developed pertaining to the Bank's immediate marketing area. Bankmark will not engage an assimilar activity for organizing a bank within a
15-mile radius of Frisco & Addison, Texas during the term of this engagement. 



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 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. 


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 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 filed. 


22.   SEVERABILITY  


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


 
 

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. 



10





 



	•
	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.



	•
	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, i.e. 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's this leverage and tie to responsibility that allows 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) East Point Technologies, 3) Midwest Bankers, Jenkens &
Gilchrist, 4) Brooks, Pierce, McLender, Humphrey & Leonard LLP, 5) Information Management Technologies, 6) TIB, 7) Aldrich & Bonnefin,
8) Steiner & Associates, 9) DFC Consulting Company, 10) Bankers' Compliance Group, 11) WIB, 12) Stevens & Lee, 13) Goodwin & Procter,
14) Powell, Goldstein, Frazer & Murphy. Should the bank elect to engage the services of any of these professional organizations, it is the responsibility of the bank to conduct their own
thorough evaluation of the services to be provided. 



11





 



	•
	Speaker
honorariums and travel expenses can become very costly. It is Bankmark's intent to provide the best resource to accomplish this task. To have a celebrity speaker for
each function of the estimated 80+ 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 24 hours 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. Because Bankmark is not an agent for the Bank or the de novo bank, or making representations as
an agent, 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, Robert Steiner will complete the project
as prescribed herein and the Bank will pay to Mr. Steiner 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 Mr. Steiner complete the project, all monies owed Bankmark are still due and payable as prescribed herein.



	•
	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. 




        The
parties have executed this Agreement to be effective as of                        (the "Start Date"). 



	Financial Marketing Services/Bankmark	 	 	 	First Metroplex Capital, Inc.
	

/s/  DAN HUDSON      
 Dan Hudson, President & CEO	
 	

 	
 	

/s/  PATRICK ADAMS      
 Patrick Adams






12





 

Bankmark

                              P.O. Box 13502 · San Luis Obispo, CA 93406 ·
(805) 547-8850 


 
 

ADDENDUM    
    


        This Addendum is attached to and made part of that certain Consulting Agreement by and between Bankmark and First
Metroplex Capital, Inc. ("Bank") dated February 27, 2003.


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 de novo bank's
representative every thirty 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, 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, but before 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 Bank Management, the approval of the offering and its anticipated effective date. Upon the final review by Bank Management and the incorporation
of any changes, Bankmark will present the capitalization plan during the Director and Senior Management Training Session. 


13





 

        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, Bankmark can, at these meetings, 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 communications 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, its 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 unreasonably be restricted by Bank
Management or the Board of Directors in any manner. 


        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 this integration process subject to the approval of the Bank (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 Management how scheduled events, coupled with the public relations function, enhance the public's
awareness of the investment opportunity. Any public relations material developed by Bankmark on behalf of the Bank is not released until Bank Management 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. 


14





 



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, 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 designated Client Resource Manager. 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. 


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.
	Or
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 


15





 

        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
Bank Management to discuss the recommendations and develop a budget accordingly. The public and promotional events have been essential during Bankmark's last four projects to raise significant
awareness regarding the: 



	a)
	offering
circular



	b)
	help
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
105 meetings, Bankmark (Hudson, Steiner, Ceklovsky) 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 event-minimum day, 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). 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 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. 


16





 



        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 February 27, 2003 (the "Start Date"). 



	Financial Marketing Services/Bankmark	 	First Metroplex Capital, Inc.
	

 	
 	

 
	

/s/  DAN HUDSON      
 Dan Hudson, President & CEO	
 	

/s/  PATRICK ADAMS      
 Patrick Adams




17





 
 
 

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 prepares 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 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 are designed to prepare the
Organizers and officers on 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 and 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 




Session #4—Make up Session  



	•
	For
those who may have missed a previous workshop or for those who what a "refresher". 



18





 





Session #5—The Partner Session  



	•
	A
special session for the organizer's "partner", (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 effected somewhat by the Organizer's time commitment during the stock sale.
Therefore, it helps them to have some understanding of the commitment, process and implications pf 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 enables 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 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 



19





 





    •    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 what?



	•
	What
does the customer need?



	•
	What
are the barriers that must be overcome?



	•
	What
are the solutions that must be implemented?



	•
	Reaching
consensus



	•
	Gathering
and applying demographic and psychographic data



	•
	Developing
the marching orders 




    •    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



	•
	The
Board's expectations



	•
	Management's
expectations 





—End—


20









QuickLinks



Exhibit 10.1


CONSULTING AGREEMENT

ADDITIONAL TERMS OF THE CONSULTING AGREEMENT

ADDENDUM

Exhibit #1 The Director's Pack A series of interactive workshops Facilitated by Bankmark