Exhibit 10.10

SELECTED DEALER AGREEMENT    Manhattan Bancorp  Up to 3,000,000 Shares of Common Stock

June
25, 2007

Mr.
Michael Natzic
Stone & Youngberg LLC
42605 Moonridge
Big Bear Lake, CA 92315

Dear
Mr. Natzie:

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Very
truly yours,

Manhattan Bancorp

|By:  |  | /s/JEFFREY WATSON                |  | 
|---- |  | -------------------------------- |  | 
|Its: |  | Jeffrey Watson President and CEO |  | 

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Selected Dealer AgreementAllotment Confirmation

We the undersigned hereby notify Manhattan Bancorp (the "Company") that we intend to sell up to 515,000 shares of common stock of the Company (the "Common Stock")
in accordance with the terms and conditions stated in the foregoing Selected Dealer Agreement dated June 25, 2007, (the "Selected Dealer Agreement"). We hereby acknowledge receipt of the
Prospectus referred to in the first paragraph thereof relating to the Common Stock. We further state that in requesting an allotment of shares of the Common Stock we have relied upon such Prospectus
and upon no other statement whatsoever, whether written or oral, of the Company or Seapower Carpenter Capital, Inc. or any of their affiliates or advisors. We represent and confirm that (i) we are a
dealer actually engaged in the investment Companying or securities business and that we are registered as a broker-dealer under the Securities Exchange Act of 1934, as amended (the "Exchange Act") and
a member in good standing of the National Association of Securities Dealers, Inc. (the "NASD"), and agree to maintain the effectiveness of such registration and membership throughout the term of the
Selected Dealer Agreement, (ii) we will make offers of the Common Stock only in those jurisdictions where such offers may lawfully be made, (iii) in offering and selling the Common Stock, we will
comply with all applicable laws and regulations of the United States and the several states and other jurisdictions therein, including the Securities Act of 1933, as amended, and the Exchange Act, and
the rules and regulations of any self-regulatory organizations or national securities exchanges, including the NASD, of which we are a member, (iv) we are familiar with Rule 15c2-4 under the
Exchange Act and confirm that we have complied with and will comply with such rules, (v) we will deliver a copy of the Prospectus to each prospective investor, and will not give any information or
make any statements or representations in connection with the offer or sale of the Common Stock not contained in the Prospectus or other authorized sales material furnished to us by the Company, and
(vi) acceptance of the compensation provided for by the Selected Dealer Agreement will constitute a representation that we have complied with all the terms and conditions contained herein and therein.

Very
truly yours,

Stone
& Youngberg, LLC

|By:              | /s/WILLIAM EVANS                                      |  | 
|---------------- | ----------------------------------------------------- |  | 
|Dated:           | August 16, 2007                                       |  | 
|Address:         | One Ferry Building, Suite 275
San Francisco, CA 94111 |  | 
|Telephone:       | 4154452334                                            |  | 
|Electronic mail: | wevans@svlle.com                                      |  | 
|Facsimile:       | 4152682990                                            |  | 

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