**Exhibit 10.3****CONSULTING AGREEMENT**     THIS CONSULTING AGREEMENT (this “Agreement”) is made as of the 27th day of January, 2005,between Discovery Bancorp’s (“Bancorp”) wholly owned subsidiary, Celtic Capital Corporation (the“Corporation”) and Bron Hafner (“Consultant”) with reference to the following:W I T N E S S E T H     WHEREAS, Consultant, Bancorp and the Corporation are all parties to that certain AssetPurchase Agreement dated as of the 27th day of January, 2005 (the “Agreement”); and     WHEREAS, one of the conditions to closing the transactions contemplated in the Agreement isthat Consultant enter into this Consulting Agreement; and     WHEREAS, the Closing as defined in the Agreement has occurred;     NOW, THEREFORE, from and after the Closing (the “Effective Date”), the following terms andconditions shall apply to Consultant’s services to the Corporation:A G R E E M E N TA. TERM AND DUTIES          1. Term. The Corporation hereby retains Consultant and Consultant hereby accepts aconsulting assignment with the Corporation for the period commencing with the Effective Date andterminating three (3) years thereafter; subject, however, to prior termination of Consultant’srelationship with the Corporation as hereinafter provided. Where used herein, “Term” shall referto the entire period during which Consultant provides services to the Corporation hereunder,whether for the period provided above, or whether terminated earlier as hereinafter provided.          2. Services. Consultant shall be available for up to fifty (50) hours per month, atthe Corporation’s reasonable request, to assist the Corporation in its commercial finance business,including giving guidance as to the overall management and decision making of the Corporation, loanreview and approval, marketing and such other services as the Corporation shall reasonably request.The time required under this Section A.2 shall not include time devoted by the Consultant todischarging his duties as a director of Bancorp or any of its direct or indirect subsidiaries.B. OTHER BUSINESS ACTIVITIES
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          Except as provided herein, Consultant shall not engage in a business substantially similar tothat conducted by the Corporation, except that (i) Consultant may purchase for investment purposes,loan participations in various commercial finance transactions, whether generated by theCorporation or other lenders and except that (ii) Consultant may engage in the business offactoring or commercial lending provided that any proposed factoring account or proposed loan isfirst referred to the Corporation and declined by the Corporation, and that Consultant shall notuse any corporate name or trade style in a manner likely to cause confusion among customers orpotential customers of the Corporation.C. COMPENSATION          1. Compensation. For Consultant’s services hereunder, the Corporation shall pay orcause to be paid to Consultant the amount of Five Thousand Dollars ($5,000) per calendar month.D. BENEFITS          1. Limited Benefits. As a consultant, Consultant shall not be entitled to anyemployee benefits, such as vacation and sick time, group medical or life insurance benefits.However, should Consultant serve on the Board of Directors of Bancorp or any of its subsidiaries,then Consultant shall, in addition to the compensation provided for herein, be entitled to receivesuch Board Fees and other benefits as may be provided to the other non-employee members of theBoard(s) of Directors.E. BUSINESS EXPENSES AND REIMBURSEMENT          1. Business Expenses. Consultant shall be entitled to reimbursement by theCorporation for any ordinary and necessary business expenses incurred by Consultant in theperformance of Consultant’s duties and in acting for the Corporation during the Term, which typesof expenditures shall be determined by the Board of Directors. Consultant shall furnish to theCorporation adequate records and other documentary evidence for the substantiation of suchexpenditures as deductible business expenses of the Corporation.          2. Reimbursement. Consultant agrees that, if at any time payment made to Consultantby the Corporation for business expense reimbursement shall be disallowed in whole or in part as adeductible business expense by the appropriate taxing authorities, the amount so disallowed shallbe treated as taxable compensation to Consultant.F. TERMINATION          1. Termination For Cause. The Corporation may terminate this consulting relationshipat any time without further obligation or liability to Consultant, by action of the Board ofDirectors in good faith:               (a) If Consultant materially breaches Consultant’s duties under this Agreement or habituallyneglects Consultant’s duties;               (b) If Consultant is convicted of or pleads guilty or nolo contendere to a felony or crime ofmoral turpitude or a crime (other than a traffic offense) which materially and
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adversely affectsthe Corporation’s reputation in the community or which evidences the lack of Consultant’s fitnessor ability to perform Consultant’s duties, as determined by the Board of Directors in good faith;               (c) If Consultant has committed any act which would cause termination of coverage under theCorporation’s fidelity insurance coverage as to Consultant or as to the Corporation as a whole;               (d) If Consultant is deceased; or               (e) If Consultant is found to be physically or mentally incapable of performing Consultant’sduties for a period of six (6) months or greater by the Board of Directors, in good faith, basedupon a medical diagnosis.Such termination shall not prejudice any remedy which the Corporation may have at law, in equity,or under this Agreement. Termination pursuant to this Paragraph F.1 shall become effective two (2)days after written notice of termination.          2. Action by Supervisory Authority. Consultant’s consulting relationship shallterminate immediately without further liability or obligation to Consultant:               (a) If the Corporation is closed or taken over by the Department of Corporations or othersupervisory authority; or               (b) If such supervisory authority should exercise its statutory cease and desist powers toremove Consultant from office.          3. Merger or Corporate Reorganization. Consultant’s services under this Agreementmay be terminated upon the occurrence of any of the following: (i) a merger, consolidation orreorganization where the shareholder of the Corporation immediately preceding the closing of thetransaction will not own immediately after the closing of the transaction more than fifty percent(50%) of the resulting or surviving institution; (ii) a merger, consolidation or reorganizationwhere the shareholder of the Corporation immediately preceding the closing of the transaction willnot own immediately after the closing of the transaction more than fifty percent (50%) of thecorporation, partnership or limited liability company that controls the resulting or survivinginstitution; (iii) a transfer of all or substantially all of the assets of the Corporation to anentity where the shareholder of the Corporation immediately preceding the closing of thetransaction will not own immediately after the closing of the transaction more than fifty percent(50%) of the entity; or (iv) a sale of more than fifty percent (50%) of the outstanding CommonStock of the Corporation in a transaction or series of related transactions. The foregoing eventsshall hereafter be referred to as a “Triggering Event.”          4. Termination Without Cause. Notwithstanding anything to the contrary herein,Consultant’s services under this Agreement may be terminated at any time after the firstanniversary of the Effective Date without cause by the Corporation upon written notice oftermination to Consultant and by Consultant upon written notice of termination to the Corporation.          5. Effect of Termination.
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               (a) In the event of termination of Consultant’s consulting relationship prior to thecompletion of the Term for any of the reasons specified in Paragraphs F.1 through F.4, Consultantshall be entitled to the compensation and other benefits earned by Consultant prior to the date oftermination as provided for in this Agreement, computed pro rata up to and including that date, butConsultant shall be entitled to no further compensation for services rendered after the date oftermination.               (b) In the event Consultant’s consulting relationship is terminated pursuant to Paragraph F.3,Consultant shall be entitled to severance compensation equal to six (6) months’ then currentmonthly compensation. Payment shall be made by the Corporation notlater than the closing of the Triggering Event.               (c) In addition, in the event the Corporation elects to terminate Consultant’s consultingrelationship pursuant to Paragraph F.4, Consultant shall be entitled to severance compensationequal to six (6) months’ then current monthly compensation, payable in monthly installments.               (d) In the event Consultant elects to terminate Consultant’s consulting relationship pursuantto the provisions of Paragraph F.4, Consultant shall not be entitled to any severance compensation.               (e) The payment of benefits pursuant to this Paragraph F.5 shall discharge the Corporationfrom any further liability to Consultant under this Agreement. As a condition for receiving anyseverance benefits hereunder, Consultant hereby agrees to execute a full and complete release ofany and all claims against the Corporation and its officers, agents, directors, attorneys,insurers, employees and successors in interest arising from or in any way related to Consultant’sservices hereunder or the termination thereof.G. GENERAL PROVISIONS          1. Trade Secrets. Consultant agrees that during the Term Consultant will have accessto, and become acquainted with, confidential, trade secret, and proprietary information concerningthe Corporation, which may include information on its operations and business, identity of itscustomers, including knowledge of their financial condition and financial needs, as well as suchcustomers’ methods of doing business. Consultant will not use or disclose any of such tradesecrets, proprietary, or confidential information during the Term or for a period of three (3)years thereafter, without the Corporation’s prior written consent. This limitation shall not applyto information that (a) is or becomes public, or in the public domain, without the fault ofConsultant, (b) was known to Consultant, free of any obligation of confidentiality, prior to itsdisclosure to Consultant, or (c) is required to be disclosed by law or by an order of a court ofcompetent jurisdiction or other government authority.          2. Covenant Not to Compete. Consultant acknowledges that he is entering into thisAgreement as part of the sale of a business in which he is a significant shareholder and furtheracknowledges that this Covenant Not to Compete is an integral part of Bancorp’s causing theCorporation to enter into this Agreement as well as into the Asset Purchase Agreement.Consequently, Consultant hereby covenants and agrees that, except as provided in Paragraph Bhereof, Consultant will not now, nor for a period of three (3) years from the Effective Datewhether directly or indirectly, for his own account or for the account of others, whether as
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principal or agent or through the agency of any corporation, partnership, association, or otherbusiness entity, own, manage, operate, join, control or be employed by, participate in theownership, management, operation or control of, or be connected in any manner with, any commercialfinance business or any similar type of business headquartered or operating in the states ofCalifornia or Arizona. Furthermore, Consultant, for that same period, shall not disrupt, damage,impair or interfere with the business of the Corporation, through solicitation of its employees tobe employees of another firm, or solicit customers of the Corporation to become customers of anyother firm.     Consultant acknowledges that the remedy at law for a breach of the provisions of thisParagraph G.2 are inadequate and that the Corporation shall be immediately entitled to injunctiverelief without the posting of any bond should the provisions of Paragraph G.2 be breached orthreatened to be breached.          3. Return of Documents. Consultant expressly agrees that all manuals, documents,files, reports, studies, instruments or other materials used and/or developed by Consultant duringConsultant’s employment with the Corporation, are solely the property of the Corporation, and thatConsultant has no right, title or interest therein. Upon termination of Consultant’s employment,Consultant or Consultant’s representative shall promptly deliver possession of all of said propertyto the Corporation in good condition.          4. Notices. Any notice, request, demand or other communication required or permittedhereunder shall be deemed to be properly given when personally served in writing or by facsimile,when deposited in the United States mail, postage prepaid, or when communicated to a publictelegraph company for transmittal, addressed to the party at the address appearing at the beginningof this Agreement. Either party may change its address by written notice in accordance with thisparagraph.          5. Benefit of Agreement. This Agreement shall inure to the benefit of and be bindingupon the parties hereto and their respective executors, administrators, successors and assigns.          6. Applicable Law. This Agreement is to be governed by and construed under the lawsof the State of California.          7. Captions and Paragraph Headings. Captions and paragraph headings used herein arefor convenience only and are not a part of this Agreement and shall not be used in construing it.          8. Invalid Provisions. Should any provisions of this Agreement for any reason bedeclared invalid, void, or unenforceable by a court of competent jurisdiction, the validity andbinding effect of any remaining portion shall not be affected, and the remaining portions of thisAgreement shall remain in full force and effect as if this Agreement had been executed with saidprovision eliminated.          9. Entire Agreement. This Agreement contains the entire agreement of the parties andsupersedes any and all other agreements, either oral or in writing, between the parties hereto withrespect to Consultant’s providing services to the Corporation. Each party to this Agreementacknowledges that no representations, inducements, promises, or agreements, oral or otherwise, havebeen made by any party, or anyone acting on behalf of any party, which are not
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embodied herein, andthat no other agreement, statement, or promise not contained in this Agreement shall be valid orbinding. This Agreement may not be modified or amended by oral agreement, but only by an agreementin writing signed by the Corporation and Consultant.          10. Arbitration. To the maximum extent permitted by law, Consultant and Corporationagree to arbitrate any controversy, claim or dispute (“claims”) between the Corporation (and/or itsofficers, directors, partners, executives, shareholders, pension or benefit plans, administrators,fiduciaries, agents, representatives or affiliate entities) andConsultant relating to or arising out of Consultant’s consulting services to the Corporationor the termination of that relationship, or this Agreement, including without limitation, theconstruction or application of any of the terms, covenants and/or conditions of this Agreement, inaccordance with the following terms:          The claims shall be submitted to final and binding arbitration in Los Angeles County,California, before the American Arbitration Association (“AAA”) and in accordance with the AAA’sthen current version of the National Rules for the Resolution of Employment Disputes. Thearbitrator shall be selected in accordance with the AAA’s selection procedures in effect at thetime, and shall be a member of the AAA’s panel of arbitrators for employment disputes. Eitherparty may initiate arbitration proceedings by filing a demand for arbitration with the AAA in LosAngeles County, California.          The arbitrator shall have the authority to grant any relief authorized by law. The arbitratorshall not have the authority to modify, change or refuse to enforce any lawful term of thisAgreement. However, should any portion of this arbitration provision be found to be unenforceable,such portion will be severed from this arbitration provision, and the remaining portions shallcontinue to be enforceable.          The arbitrator shall apply the substantive law (and the law of remedies, if applicable) of theState of California or federal law, or both, as applicable to the claim(s) asserted. Thearbitrator shall have exclusive authority to resolve all claims covered by this arbitrationagreement, and any dispute relating to the interpretation, applicability, enforceability orformation of this arbitration agreement, including, but not limited to, any claim that all or anypart of this arbitration agreement is void or voidable. Any issues involving the arbitrability ofa dispute shall be governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq.          The Corporation agrees to pay all arbitration fees, deposits and administrative costs assessedby the AAA. Each party shall pay its own
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attorneys’ fees, expenses of travel to the arbitration,expert witness fees and other costs, unless the arbitrator orders otherwise, pursuant to applicablelaw.          The claims covered by the above include, but are not limited to, claims for compensation,breach of contract, torts, violation of public policy, claims for harassment or discrimination(including, but not limited to, race, sex, religion, national origin, age, marital status, medicalcondition, disability, or sexual orientation), claims for benefits, claims for physical or mentalharm or distress, or any other employment-related claims under any federal, state or othergovernmental law, statute, regulation or ordinance, including, but not limited to, Title VII of theCivil Rights Act of 1965, the Americans With DisabilitiesAct, the Age Discrimination in Employment Act, the California Fair Employment and Housing Act,and any similar statutes or laws.          The arbitrator shall issue a written arbitration decision revealing the arbitrator’s essentialfindings and conclusions upon which any award is based. A party’s right for review of the decisionis limited to grounds provided under applicable law.          The parties agree that the arbitration shall be final and binding and any arbitration awardshall be enforceable in any court having jurisdiction to enforce this arbitration agreement, solong as the arbitrator’s findings of fact are supported by substantial evidence on the whole andthe arbitrator has not made errors of law. The parties further agree that for any claims,hereunder which the parties have elected to submit to arbitration, each party retains the right toseek preliminary injunctive relief in court to preserve the status quo or prevent irreparableinjury before the matter can be heard in arbitration.          BY AGREEING TO THIS BINDING ARBITRATION PROVISION, BOTH THE CORPORATION AND CONSULTANT GIVE UPALL RIGHTS TO TRIAL BY JURY, EXCEPT AS EXPRESSLY PROVIDED HEREIN.          This agreement to arbitrate shall survive the termination of Consultant’s relationship withthe Corporation.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and yearfirst above written.       DISCOVERY BANCORP         /s/ John R. Plavan         By: John R. Plavan