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Exhibit 10.9    
    


 
  CONSULTING AGREEMENT    
    


        This Agreement (this "Agreement") is entered into as of the 28th day of February 2003 by and between FIRST METROPLEX CAPITAL, INC. (the "Company")
having its principal place of business at 4307 Brooktree Lane, Dallas, Texas 75287 and PATRICK ADAMS, an adult individual residing in the State of Texas (the "Consultant"). 


        The
parties hereto agree as follows: 



        1.    Engagement.    The Company hereby engages the Consultant and the
Consultant hereby agrees to render, at the request of the Company, independent advisory and consulting services for the Company in connection with the Company's formation of a new commercial bank to
be formed (the "Bank"), upon the terms and conditions hereinafter set forth. 


        2.    Term.    The term of this Agreement shall begin as of the date
of this Agreement and shall terminate on the earlier of (i) June 30, 2004; (ii) the date on which the Bank receives (and satisfies all conditions to opening for business under)
its authorization to commence its banking business (the "Certificate of Authority") from the Texas Department of Banking and approval of Insurance of Accounts from the Federal Deposit Insurance
Corporation; (iii) the date on which the Company advises the Consultant that it has abandoned its effort to obtain the Certificate of Authority; (iv) the date on which the Consultant
receives written notice from the Company that it is terminating this Agreement "for cause" as hereafter defined; or (v) the death or disability of the Consultant (as used herein, the disability
of the Consultant shall be deemed to have occurred when he has been unable to perform his services under this Agreement for a period of forty-five (45) consecutive days or the
Consultant has made any claim under any disability insurance policy. As used herein, "for cause" shall be defined as follows: (i) the Consultant's failure to use diligent and good faith efforts
to perform the services requested by the Company under this Agreement (which failure is not cured within five (5) days following written notice to the Consultant); (ii) the Consultant's
willful misconduct or gross negligence in the performance of his services hereunder; (iii) the Consultant's conviction of a crime or involvement in any conduct which could, in the judgment of
the Company, adversely impact on the reputation of the Company or the Bank or the prospects of the Bank receiving its Certificate of Authority; (iv) receipt by the Company of any notification
from the Texas Department of Banking or the Federal Deposit Insurance Corporation indicating that the Consultant would not be an acceptable candidate to be President of the Bank. 



        3.    Compensation.    During the term of this Agreement, as
compensation for all services rendered by the Consultant under this Agreement, the Company shall pay the Consultant the following amounts: 



        (a)   Consulting Fee. The Company shall pay the consultant the sum of Eight Thousand Five Hundred
Dollars ($8,500) per month (prorated for any partial month), which shall be paid in arrears in two installments of Four Thousand Two Hundred Fifty Dollars ($4,250) each on the 15th and
30th day of each calendar month. 


        (b)   Automobile. The Consultant will provide his own vehicle during the period covered by this
agreement. The Company will reimburse the Consultant for his mileage expenses at the standard IRS approved rate. 


        (c)   Medical Benefits. The Consultant will provide his own family medical insurance coverage during
the period covered by this agreement. 


        (d)   Deductions. All such compensation shall be payable without deduction for federal income, social
security, or state income taxes or any other amounts. 






 




        (e)   Deferred Compensation. Unless this Agreement has been terminated or the term has ended pursuant to Paragraph 2
hereof, the Company shall cause the Bank, subject to and upon its opening for business to the public, to pay, in one lump sum, not later than thirty (30) days following its opening for
business, the amount of $15,000 representing a partial amount of the accumulated difference of compensation paid under this Consulting Agreement and the annualized amount of compensation as agreed
upon in the successor Employment Agreement to be entered into pursuant to paragraph 10 of this agreement. 


        (f)    Severance. If, for any reason, other than a termination by the Company for Cause, the Company terminates this Agreement
during its term and without the Employment Agreement referenced in Paragraph 10 of this Agreement becoming effective, Consultant will be entitled to receive a lump sum payment, payable on the
date of termination, of not less than the greater of (i) one-half of the fees which would have been payable for the remaining term of this Agreement from the date of termination, or
$25,000. 




        4.    Duties.    The Consultant shall render services conscientiously
and shall devote his full time, attention, efforts and abilities to the establishment of the Bank, including without limitation obtaining regulatory approvals, site development activities, personnel
matters and capital raising activities, at such times during the term hereof and in such manner as reasonably requested by the Company, and performed at such places and at such times as are reasonably
convenient to the Company and the Consultant. The Consultant shall observe all policies and directives promulgated from time to time by the Company's Board of Directors. 


        5.    Expenses.    The Consultant shall be reimbursed by the Company
for all reasonable business expenses and which were incurred by the Consultant during the performance of his services hereunder; provided, any such reimbursement in excess of $250 in any month shall
require the prior written approval of the Company's Board of Directors or a committee thereof. The Company's obligation to reimburse the Consultant pursuant to this paragraph shall be subject to the
presentation to the Company's Board of Directors or a committee thereof by the Consultant of an itemized account of such expenditures, together with supporting vouchers, in accordance with any
policies of the Company in effect from time to time. 


        6.    Independent Contractor.    It is expressly agreed that
Consultant is acting as an independent contractor in performing services hereunder. The Company shall carry no worker's compensation insurance or any health or accident insurance to cover Consultant.
The Company shall not pay any contributions to Social Security, unemployment insurance, federal or state withholding taxes, nor provide any other contributions or benefits, which might be expected in
an employer-employer relationship. 


        7.    Covenant Not to Compete.    The Consultant hereby acknowledges
and recognizes the highly competitive nature of the Company's business and accordingly agrees that, during and for the period commencing with the date hereof and ending on the later of
(i) June 30, 2004 or (ii) the termination, whether by the Company or the Consultant, of this Agreement, the Consultant will not, except as provided in Paragraph 4 hereof,
directly or indirectly: 



        (a)   engage
in any business activity related to the business of banking or financial services, or the formation of any entity for the purpose of engaging in such a business
(other than on behalf of the Company to the extent that the Consultant is then in the employ of or consulting for the Company), whether such engagement is as an officer, director, proprietor,
employee, partner, member, investor (other than as a passive investor in less than one percent (1%) of the outstanding capital stock of a publicly traded corporation), consultant, advisor, agent or
other participant in another business, 



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        (b)   assist
others in engaging in any of the business activities prohibited to the Consultant under clause (a) above, or 


        (c)   induce
employees of the Company to engage in any activities hereby prohibited to the Consultant or to terminate their employment. 




        The
term of this restriction shall be extended for a period of time equal to any period of time during which the Consultant violates or fails to observe the provisions of this paragraph. 


        8.    No Disclosure of Confidential Information.    The Consultant
acknowledges that the Company's trade secrets and private processes, as they may exist from time to time, and confidential information concerning the formation and development of the Bank, the Bank's
planned products, technical information regarding the Bank, and data concerning potential customers of and investors in the Bank are valuable, special, and unique assets of the Company, access to and
knowledge of which are essential to the performance of the Consultant's duties under this Agreement. In light of the highly competitive nature of the industry in which the business of the Company is
conducted, the Consultant further agrees that all knowledge and information described in the preceding sentence not in the public domain and heretofore or in the future obtained by the Consultant as a
result of his engagement by the Company shall be considered confidential information. In recognition of this fact, the Consultant agrees that the Consultant will not, during or after the term of this
Agreement, disclose any of such secrets, processes, or information to any person or other entity for any reason or purpose whatsoever, except as necessary in the performance of the Consultant's duties
as a consultant to the Company and then only upon a written confidentiality agreement in such form and content as requested by the Company from time to time, nor shall Consultant make use of any of
such secrets, processes or information for Consultant's own purposes or for the benefit of any person or other entity (except the Company and its subsidiaries, if any) under any circumstances during
or after the term of this Agreement. 


        9.    Remedies.    The Consultant acknowledges and agrees that the
Company's remedy at law for a breach or threatened breach of any of the provisions of Paragraphs 7 and 8 of this Agreement would be inadequate. In recognition thereof, if the Consultant breaches or
threatens to breach any provision of Paragraphs 7 and 8 of this Agreement, the Company shall be entitled to equitable relief in the form of specific performance, a temporary restraining order, a
temporary or permanent injunction or any other equitable remedy which may then be available in addition to any of its remedies at law. Nothing herein shall prohibit the Company from pursuing any other
right or remedy available to it for such breach or threatened breach. 


        10.    Employment Agreement.    The Consultant agrees to enter into,
and the Company agrees to cause the Bank to enter into, an Employment Agreement with the Consultant in form satisfactory to the Consultant and the Bank in their reasonable discretion, subject to the
approval of such form by the Bank's primary regulators and modifications to such form as may be required by the regulators, which Employment Agreement shall be effective as of the date on which the
Texas Department of Banking issues the Certificate of Authority to the Bank and the Federal Deposit Insurance Corporation issues approval for Insurance of Accounts. 


        11.    Assignment.    This Agreement is a personal one, being entered
into in reliance upon and in consideration of the personal skill and qualifications of Consultant. Consultant shall therefore not voluntarily or by operation of law assign or otherwise transfer the
obligations incurred on its part pursuant to the terms of this Agreement without the prior written consent of Company. Any attempted assignment or transfer by Consultant of its obligations without
such consent shall be wholly void. 


        12.    Modification of Agreement.    This Agreement may be modified by
the parties hereto only by a written supplemental agreement executed by both parties. 


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        13.    Notice.    Any notice required or permitted to be given
hereunder shall be sufficient if in writing, and if sent by any nationally recognized courier service providing for receipt of delivery, registered or certified mail, postage prepaid, or by fax
followed by such mail, addressed as follows: 




If
to Company: 



First
Metroplex Capital, Inc.

C/O Saville Dodgen & Co.

Attn: Mark Foglietta

700 N. Pearl St. Suite 1100

Dallas, TX 75201 




If
to Consultant: 



Patrick
Adams

4307 Brooktree

Dallas, Texas 75287 






or
to such other address as the parties hereto may specify, in writing, from time to time. 



        14.    Waiver of Breach.    The waiver by either party of any breach
of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach. 


        15.    Entire Agreement.    This Agreement contains the entire
agreement of the parties relating to the subject matter of this Agreement, and supersedes any prior written or oral arrangements with respect to the Consultant's engagement by the Company. 



        16.    Successors, Binding Agreement.    Subject to the restrictions
on assignment contained herein, this Agreement shall inure to the benefit of and be enforceable by the Consultant's personal or legal representatives, executors, administrators, heirs, distributees,
devisees, and legatees. 


        17.    Validity.    The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. 



        18.    Applicable Law.    This Agreement shall be governed by and
construed in accordance with the domestic laws of the State of Texas. 


        19.    Headings.    The headings of the paragraphs of this Agreement
are for convenience only and shall not control or affect the meaning or construction or limit the scope or intent of any of the provisions of this Agreement. 



        IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first set forth above. 



	

 	
 	

 Patrick Adams
	

 	
 	

"Consultant"
	 	 	 	 
	

 	
 	

FIRST METROPLEX CAPITAL, INC.
	

 	
 	

By:	

 
	 	 	 	

	

 	
 	

 "Company"






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Exhibit 10.9


CONSULTING AGREEMENT