**Exhibit 10.4**

**CONSULTINGAGREEMENT**

This Agreement (this “Agreement”) is entered into asof the 30tht day of June, 2007, by and between SoleraNational Bancorp, Inc. (the “Company”) f/k/a Patria Corporation**,**and Solera National Bank,****corporationsorganized under the laws of the State of Delaware and the State of Colorado,respectively, and Paul M. Ferguson, an adult individual residing in the Stateof Colorado (the “Consultant”).

**WHEREAS,** the Company and theConsultant executed an agreement effective the 1st dayof November, 2006 which agreement expired by its terms on April 1, 2007; and

**WHEREAS,** the Company and theConsultant executed an additional agreement effective the 1st day of April, 2007 which agreement expired byits terms on June 30, 2007; and

**WHEREAS**, the Company desires toenter into this Agreement with the Consultant to retain the services of theConsultant on the terms and conditions as provided herein,

**NOW, THEREFORE**, in considerationof the mutual promises and covenants set forth in this Agreement, the partieshereto agree as follows:

# 1.             **Engagement.** The Company hereby engages theConsultant and the Consultant hereby agrees to render, at the request of theCompany, independent advisory and consulting services for the Company inconnection with the organization of a proposed bank (the “Bank”), upon theterms and conditions hereinafter set forth.

# 2.             **Term.** The term of this Agreement shallbegin as of the date of this Agreement and shall terminate on the earlier of (i)August 31, 2007; (ii) the date on which the Bank receives (and satisfies allconditions to opening for business under) its authorization to commence itsbanking business (the “Certificate of Authority”) from the Office of theComptroller of the Currency and approval of Insurance of Accounts from theFederal Deposit Insurance Corporation; (iii) the date on which the Companyadvises the Consultant that it has abandoned its effort to obtain theCertificate of Authority; (iv) the date on which the Consultant receiveswritten notice from the Company that it is terminating this Agreement “forcause” as hereafter defined; or (v) the death or disability of the Consultant(as used herein, the disability of the Consultant shall be deemed to haveoccurred when he has been unable to perform his services under this Agreementfor a period of forty-five (45) consecutive days or the Consultant has made anyclaim under any disability insurance policy.) As used herein, “for cause” shallbe defined as follows:  (i) theConsultant’s failure to use diligent and good faith efforts to perform theservices requested by the Company under this Agreement (which failure is notcured within five (5) days following written notice to the Consultant); (ii)the Consultant’s willful misconduct or gross negligence in the performance ofhis services hereunder; (iii) the Consultant’s conviction of a crime orinvolvement in any conduct which could, in the judgment of the Company,adversely impact on the reputation of the Company or the Bank or the prospectsof the Bank receiving its Certificate of Authority; (iv) receipt by the Companyof any notification from the Office of the Comptroller of the Currency or theFederal Deposit Insurance Corporation indicating that the Consultant would notbe an acceptable candidate to be President & Chief Executive Officer of theBank.

# 3.             **Compensation.**  During the term of this Agreement, ascompensation 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 thesum of sixteen thousand two hundred fifty dollars ($16,250.00) per month(prorated for any partial month), which shall be paid in arrears in twoinstallments of eight thousand one hundred twenty-five dollars

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## ($8,125.00) each on the 15th and 30th day of eachcalendar month.

## (b)           **Deductions.**  All such compensation shall be payablewithout deduction for federal income, social security, or state income taxes orany other amounts.

## (c)           **Termination Payment. **If, for any reason, other than atermination by the Company for Cause, the Company terminates this Agreementduring its term and without the Employment Agreement referenced in Paragraph 10of this Agreement becoming effective, Consultant will be entitled to receive a lumpsum payment, payable on the date of termination, of not less than the greaterof (i) one-half of the fees which would have been payable for the remainingterm of this Agreement from the date of termination or (ii) $70,000.

# 4.             **Duties.**  The Consultant shall render servicesconscientiously and shall devote his full time, attention, efforts andabilities to the establishment of the Bank, including without limitationobtaining regulatory approvals, site development activities, personnel mattersand capital raising activities, at such times during the term hereof and insuch manner as reasonably requested by the Company, and performed at suchplaces and at such times as are reasonably convenient to the Company and theConsultant.  The Consultant shall observeall policies and directives promulgated from time to time by the Company’sBoard of Directors.

# 5.             **Expenses.** The Consultant shall be reimbursedby the Company for all reasonable business expenses which were incurred by theConsultant during the performance of his services hereunder; provided, any suchreimbursement in excess of $250 in any month shall require the prior writtenapproval of the Company’s Board of Directors or a committee thereof; providedhowever that any expenses set forth in the organizational budget shall bedeemed to be approved unless the Company’s Board of Directors makes an expressdetermination to the contrary prior to the time at which the expense isincurred.  The Company’s obligation toreimburse the Consultant pursuant to this paragraph shall be subject to thepresentation to the Company’s Board of Directors or a committee thereof by theConsultant of an itemized account of such expenditures, together withsupporting vouchers, in accordance with any policies of the Company in effectfrom time to time.

# 6.             **IndependentContractor.**  It isexpressly agreed that Consultant is acting as an independent contractor inperforming services hereunder.  TheCompany shall carry no worker’s compensation insurance or any health oraccident insurance to cover Consultant. The Company shall not pay any contributions to Social Security,unemployment insurance, federal or state withholding taxes, nor provide anyother contributions or benefits which might be expected in an employer-employerrelationship.

# 7.             **CovenantNot to Compete.**  TheConsultant hereby acknowledges and recognizes the highly competitive nature ofthe Company’s business and accordingly agrees that, during the term of thisAgreement, the Consultant will not, except as provided in Paragraph 4 hereof,directly or indirectly:

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

## (b)           assistothers in engaging in any of the business activities prohibited to theConsultant under clause (a) above, or

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## (c)           induceemployees of the Company to engage in any activities hereby prohibited to theConsultant or to terminate their employment.

Inthe event that this Agreement is terminated under the provisions of Section 2,above, this Covenant Not to Complete shall become null and void.

# 8.             **NoDisclosure of Confidential Information.** The Consultant acknowledges that the Company’strade secrets and private processes, as they may exist from time to time, andconfidential information concerning the formation and development of the Bank,the Bank’s planned products, technical information regarding the Bank, and dataconcerning potential customers of and investors in the Bank are valuable,special, and unique assets of the Company, access to and knowledge of which areessential to the performance of the Consultant’s duties under thisAgreement.  In light of the highlycompetitive nature of the industry in which the business of the Company isconducted, the Consultant further agrees that all knowledge and informationdescribed in the preceding sentence not in the public domain and heretofore orin the future obtained by the Consultant as a result of his engagement by theCompany shall be considered confidential information.  In recognition of this fact, the Consultantagrees that the Consultant will not, during or after the term of thisAgreement, disclose any of such secrets, processes, or information to anyperson or other entity for any reason or purpose whatsoever, except asnecessary in the performance of the Consultant’s duties as a consultant to theCompany and then only upon a written confidentiality agreement in such form andcontent as requested by the Company from time to time, nor shall Consultantmake use of any of such secrets, processes or information for Consultant’s ownpurposes or for the benefit of any person or other entity (except the Companyand its subsidiaries, if any) under any circumstances during or after the termof this Agreement.

# 9.             **Remedies.**  The Consultant acknowledges and agrees thatthe Company’s remedy at law for a breach or threatened breach of any of theprovisions of Paragraphs 7 and 8 of this Agreement would be inadequate.  In recognition thereof, if the Consultantbreaches or threatens to breach any provision of Paragraphs 7 and 8 of thisAgreement, the Company shall be entitled to equitable relief in the form ofspecific performance, a temporary restraining order, a temporary or permanentinjunction or any other equitable remedy which may then be available inaddition to any of its remedies at law. Nothing herein shall prohibit the Company from pursuing any other rightor remedy available to it for such breach or threatened breach.

# 10.           **Employment Agreement. **It is anticipated that the Consultant andthe Bank will enter into an Employment Agreement having a term of not less thanthree years in form satisfactory to each of the Consultant and the Bank intheir reasonable discretion, subject to the approval of such form by the Bank’sprimary regulators and modifications to such form as may be required by theregulators, which Employment Agreement shall be effective as of the date onwhich the Office of the Comptroller of the Currency issues the Certificate ofAuthority to the Bank and the Federal Deposit Insurance Corporation issuesapproval for Insurance of Accounts.

# 11.           **Assignment.** This Agreement is a personal one, beingentered into in reliance upon and in consideration of the personal skill andqualifications of Consultant.  Consultantshall therefore not voluntarily or by operation of law assign or otherwisetransfer the obligations incurred on its part pursuant to the terms of thisAgreement without the prior written consent of Company.  Any attempted assignment or transfer byConsultant of its obligations without such consent shall be wholly void.

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

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# 13.           **Notice.**  Any notice required or permitted to be givenhereunder shall be sufficient if in writing, and if sent by any nationallyrecognized courier service providing for receipt of delivery, registered orcertified mail, postage prepaid, or by fax followed by such mail, addressed asfollows:

If to Company:

James Foster

Chairman, Solera National Bancorp, Inc.

5801 W. Alameda Ave., Suite B

Lakewood, CO 80226

If to Consultant:

Paul M. Ferguson

P.O. Box 8357

Avon, CO 81620

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

# 14.           **Mediation and Arbitration**.  The parties agree to mediate, in good faith,any claim arising hereunder and to refrain from pursuing arbitration hereunderuntil the parties have met with a mediator. The parties agree to select and mediate any claim or controversy withinsixty (60) days of the date the claim or controversy accrues or firstarises.  The mediator shall be selectedby the Company with the Consultant’s consent, which may not be unreasonablywithheld.  The mediator shall be licensedto practice law in the State of Colorado and be experienced in the arbitrationof labor and employment disputes.

The parties acknowledge and agree that anyclaim or controversy arising out of or relating to this Agreement, or thebreach of this Agreement, or any other dispute arising out of or relating tothe consulting relationship, shall be settled by final and binding arbitrationin the City of Denver, State of Colorado, before a private arbitrator selectedby the parties.  The parties furtheracknowledge and agree that either party must request arbitration of any claimor controversy within one hundred twenty (120) days of the date the claimor controversy accrues or first arises by giving written notice of the party’srequest for arbitration by certified U.S. mail or personal delivery.  Notice shall be effective upon delivery ormailing.  Failure to give notice of anyclaim or controversy within one hundred twenty (120) days shall constitutea waiver of the claim or controversy.

All claims or controversies subject toarbitration shall be submitted to arbitration within one hundredeighty (180) days from the date the written notice of a request forarbitration is effective.  All claims orcontroversies shall be resolved by a single private arbitrator who is licensedto practice law in the State of Colorado and experienced in the arbitration oflabor and employment disputes.   Eitherparty may request that the arbitration proceeding be stenographically orotherwise recorded by a Certified Shorthand Reporter.  The arbitrators shall issue a writtendecision with respect to all claims or controversies within thirty (30)days from the date the claims or controversies are submitted toarbitration.  The parties shall beentitled to be represented by legal counsel at any arbitration proceeding.  The parties acknowledge and agree that eachparty will bear fifty percent (50%) of the cost of the arbitrationproceeding.  The parties shall beresponsible for paying their own attorneys’ fees and other costs, if any.

The parties acknowledge and agree that thearbitration provisions set forth herein may be specifically enforced by eitherparty, and submission to arbitration proceedings compelled, by any court

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of competentjurisdiction.  The parties furtheracknowledge and agree that the decision of the arbitrators may be specificallyenforced by either party in any court of competent jurisdiction.

# 15.           **Waiver of Breach.**  The waiver by either party of any breach ofany provision of this Agreement shall not operate or be construed as a waiverof any subsequent breach.

# 16.           **Entire Agreement.**  This Agreement contains the entire agreementof the parties relating to the subject matter of this Agreement, and supersedesany prior written or oral arrangements with respect to the Consultant’sengagement by the Company.

# 17.           **Successors, BindingAgreement.**  Subject to therestrictions on assignment contained herein, this Agreement shall inure to thebenefit (including all rights to receive compensation earned hereunder prior todeath or disability) of and be enforceable by the Consultant’s personal orlegal representatives, executors, administrators, heirs, distributees,devisees, and legatees.

# 18.           **Validity.**  The invalidity or unenforceability of anyprovision of this Agreement shall not affect the validity or enforceability ofany other provision of this Agreement, which shall remain in full force andeffect.

# 19.           **Applicable Law.**  This Agreement shall be governed by andconstrued in accordance with the laws of the State of Colorado.

# 20.           **Headings. **The headings of the paragraphs of thisAgreement are for convenience only and shall not control or affect the meaningor construction or limit the scope or intent of any of the provisions of thisAgreement.

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IN WITNESS WHEREOF, the parties hereto have executedthis Agreement as of the date first set forth above.
|            | /s/ Paul M. Ferguson              |
|------------|-----------------------------------|
|       | Paul M. Ferguson                  |
|       |                              |   |
| ** ** | **SOLERA NATIONAL BANCORP, INC.** |
| ** ** | ** **                        |
|       | By:                               | /s/ James C. Foster |
|       |                              | James C. Foster, Chairman |
|       |                              |   |
|       | **SOLERA NATIONAL BANK**          |
|       |                              |   |
|       | By:                               |   |

 

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