EMPLOYMENT
      AGREEMENT


    


    This
      EMPLOYMENT
      AGREEMENT
      (this
“Agreement”)
      is
      made and entered into as of this 8th day of August, 2006, by and between Coastal
      Bancshares Acquisition Corp., a Delaware corporation (the “Company”)
      and
      Cary M. Grossman, a resident of Texas (the “Executive”).

    


    WHEREAS,
      the
      Company, Coastal Merger Corp., a Texas corporation and wholly-owned subsidiary
      of Coastal (“Merger
      Sub”),
      and
      Intercontinental Bank Shares Corporation, a Texas Corporation (“Intercontinental”),
      have
      entered into that certain Agreement and Plan of Merger, dated as of April 5,
      2006 (the “Merger
      Agreement”),
      pursuant to which Merger Sub will merge with and into the Company and the
      separate corporate existence of Merger Sub will cease (the “Merger”);

    


    WHEREAS,
      the
      Company desires and intends to cause the Executive to be employed as Chairman
      of
      the Board of Directors and Chief Executive Officer of the Company pursuant
      to
      the terms and conditions set forth in this Agreement; and

    


    WHEREAS,
      the
      Company and the Executive have read and understood the terms and provisions
      set
      forth in this Agreement, and have been afforded a reasonable opportunity to
      review this Agreement with their respective legal counsel.

    


    NOW,
      THEREFORE,
      in
      consideration of the mutual promises and covenants set forth in this Agreement,
      the Executive and the Company agree as follows:

    


    DURATION

    


    1.  This
      Agreement shall continue in full force and effect for a period (the
“Term”)
      beginning on the date the Merger is consummated (the “Effective
      Date”),
      and
      will expire and terminate by its own terms on the third anniversary of the
      consummation of the Merger Agreement (the “Expiration
      Date”),
      unless either party elects to terminate this Agreement prior to the Expiration
      Date, in accordance with the TERMINATION
      provisions
      set forth below. 

     

    2.  The
      Company and the Executive acknowledge and agree that, subsequent to the
      Expiration Date, the parties may agree to continue the employment relationship
      upon such terms as they may mutually agree. However, both parties acknowledge
      and agree that, in the event they fail to agree upon terms for the continuation
      of the Executive’s employment subsequent to the Expiration Date, this Agreement
      shall automatically terminate on the Expiration Date without any additional
      liability or obligation on the part of either party, and the Executive shall
      become an employee at-will.

     

    COMPENSATION

    


    3.  All
      payments of salary and other compensation to the Executive shall be payable
      in
      accordance with the Company’s ordinary payroll and other policies and
      procedures.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    a.  Except
      as
      otherwise set forth herein, for the Term of this Agreement, the Executive will
      receive a salary (the “Base Salary”) of (i) $112,500 annually from the
      Effective Date and until such time as Executive resigns from his position as
      an
      officer of Gentium, S.p.A. (“Gentium”),
      and
      thereafter (ii) $225,000 annually, payable in installments in accordance
      with the Company’s payroll policies in effect from time to time during the term
      of this Agreement.

     

    b.  In
      addition to the Base Salary, the Executive shall receive a discretionary
      employee bonus targeted at up to fifty percent (50%) of the Base Salary if
      all bonus targets are met in full; provided,
      however,
      that
      the Compensation Committee of the Board of Directors of the Company (the
“Compensation
      Committee”)
      shall
      have the sole discretion to determine the discretionary bonus formula and when
      bonuses will be paid thereunder.

     

    c.  The
      Company shall grant to the Executive, on the Effective Date, a number of stock
      options exercisable within eight (8) years from the date of the grant of such
      options. Such options will enable the Executive to purchase seventy-five
      thousand (75,000) shares of Company common stock (“Company
      Stock”).
      The
      exercise price for such stock options shall be equal to the fair market value
      of
      the Company Stock on the date of such grant. Such options will vest ratably
      over
      a period of three (3) years and the terms of the stock option plan under which
      such options are granted shall control in the event of any conflict with the
      terms of this Agreement.

     

    d.  In
      addition to the compensation provided in this section, during the Term of this
      Agreement, the Executive shall be entitled to participate in all fringe benefit
      programs and plans established by the Company for its employees, including
      medical insurance, life insurance, pension and retirement programs, vacation
      pay, company-paid holidays, and other similar benefits, if any. Subject to
      the
      provisions of Section
      3(e)
      below,
      the Company reserves the right to modify, amend, or eliminate any of the
      Executive’s benefits without his prior approval, as long as all
      similarly-situated employees are treated similarly. The Executive’s entitlement
      to participate in fringe benefit programs and plans established by the Company
      shall be governed by terms and conditions set forth in such plans.

     

    e.  Both
      the
      Company and the Executive acknowledge that such compensation and the other
      covenants and agreements of the Company contained herein are fair and adequate
      compensation for the Executive’s services, and for the mutual promises described
      below.

     

    4.  The
      Company and the Executive acknowledge that, during the Term of this Agreement,
      the Executive’s compensation will be subject to an annual review and annual
      increase, consistent with safe and sound Company practices, and in the
      discretion of the Compensation Committee.

     

    5.  The
      Executive acknowledges and agrees that any employee benefits provided to the
      Executive by the Company incident to the Executive’s employment are governed by
      the applicable plan documents, summary plan descriptions or employment policies,
      and may be modified, suspended or revoked at any time, in accordance with the
      terms and provisions of the applicable documents. 

     

    
      
        
        

      

      
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    RESPONSIBILITIES

    


    6.  The
      Executive acknowledges and agrees that he shall be employed as Chairman of
      the
      Board of Directors and Chief Executive Officer of the Company. The Executive
      covenants and agrees that he will faithfully devote his best efforts and his
      full-time focus to his positions with the Company, except that the Executive
      may
      serve on up to two (2) outside boards or, in lieu of one of the allowed outside
      board positions, a consulting agreement with Gentium that is limited to
      approximately the same time commitment as a board position would entail.


     

    7.
        
a.
      During
      the Term of this Agreement, the Executive shall serve as Chairman of the Board
      of Directors and Chief Executive Officer of the Company. During the Term of
      this
      Agreement, subject to the supervision and control of the Board of Directors
      of
      the Company, the Executive shall perform the duties and have the powers and
      authority which are consistent with and generally of the nature of the duties
      and the authority ordinarily and customarily delegated and granted to an
      employee in a similar position, including without limitation, chairing and
      planning meetings of the board, liaising with outside directors, participating
      in board meetings of Intercontinental National Bank (“Bank”),
      oversight of Bank management, participating in strategic planning,
      responsibility for the Company’s financial reporting, investor relations,
      corporate finance and acquisitions, and the Executive shall perform such other
      duties and have such other powers and authority as may be prescribed by the
      Board of Directors of the Company from time to time. Any such other duties,
      powers and authority shall be consistent with the Executive’s position and shall
      not violate any federal, state or local laws or regulations. The Executive
      shall
      comply with all policies adopted from time to time by the Company.

     

    b. Notwithstanding
      the provisions of Section 7(a)
      above,
      but subject to the provisions of Section
      13,
      the
      duties and responsibilities of the Executive may be changed or modified from
      time to time by the Company at the Company’s sole discretion. Upon changes or
      modifications to the Executive’s
      duties
      and responsibilities, the Executive’s employment with the Company shall continue
      to be governed by the terms of this Agreement.

     

    8.  The
      Executive acknowledges and agrees that, during the Term of this Agreement,
      he
      has a fiduciary duty of loyalty to the Company, and that he will not knowingly
      engage in any activity during the Term of this Agreement which will or could,
      in
      any material way, harm the business, business interests, or reputation of the
      Company.

     

    NONINTERFERENCE

    


    9.     
        a.
      The
      Executive acknowledges and agrees that he will not, at any time during the
      Term
      of this Agreement and for the one (1) year period following the termination
      of this Agreement by the Executive (or the Company) “Restrictive
      Period”),
      directly or indirectly, engage in competition with the Company within the
      geographic boundaries of Bexar County, Travis County, the counties contiguous
      with them, and the united Mexican States and the Executive will not on his
      own
      behalf, or as another’s agent, employee, partner, shareholder or otherwise,
      engage, within the geographic boundaries of Bexar County, Travis County, the
      counties contiguous with them, and the united Mexican States in any of the
      same
      or similar duties and/or responsibilities required by the Executive’s positions
      with the Company, other than as an employee of the Company pursuant to this
      Agreement, or as specifically approved by the Board of Directors of the Company.
      

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    b. The
      Executive also covenants and agrees that during the Restrictive Period, the
      Executive shall not: (i) recruit, hire, or attempt to recruit or hire,
      directly or by assisting others, any other employees of the Company (for
      purposes of this covenant, “other employees” shall refer to employees who are
      still actively employed by, or doing business with, the Company at the time
      of
      the attempted recruiting or hiring), nor shall the Executive contact or
      communicate with any other employees of the Company for the purpose of inducing
      other employees to terminate their employment with the Company; or
      (ii) solicit, directly or by assisting others, the Companying business of
      any customers of the Company as of the date of such termination.

    


    c. The
      Executive acknowledges and agrees that in exchange for the execution of the
      noninterference agreement set forth above, the Executive will receive
      substantial, valuable consideration including: (i) confidential trade
      secret and proprietary information relating to the Company, including, without
      limitation, information relating to the identity and special needs of the
      Company’s current and prospective customers, the Company’s current and
      prospective services, the Company’s business projections and market studies, the
      Company’s business plans and strategies, the Company’s studies and information
      concerning special services unique to the Company (the “Confidential
      Information”);
      (ii) employment; and (iii) compensation and benefits as described in
      this Agreement. The Executive acknowledges and agrees that this constitutes
      fair
      and adequate consideration for the execution of the noninterference agreement
      set forth above.

    


    REMEDIES

    


    10.  In
      the
      event that the Executive violates any of the provisions set forth in this
      Agreement relating to NONINTERFERENCE,
      the
      Executive acknowledges and agrees that the Company may suffer immediate and
      irreparable harm. Consequently, the Executive acknowledges and agrees that
      the
      Company shall be entitled to immediate injunctive relief, either by temporary
      or
      permanent injunction and without the necessity of posting a bond or proving
      actual damages, to prevent such a violation.

     

    TERMINATION

    


    11.  The
      Executive acknowledges and agrees that the Board of Directors of the Company
      reserves the right to terminate this Agreement, for any reason, by providing
      the
      Executive with written notice of the termination, delivered in person, or by
      certified U.S. mail to the Executive’s last known address reflected in the
      Company’s personnel records. Such notice shall be effective upon personal
      delivery or three (3) days after mailing by certified mail. However, if the
      Agreement is terminated at the Company’s insistence without Good Cause (as
      defined in this Agreement), the Company covenants and agrees to provide the
      Executive with the SEVERANCE
      set
      forth
      in Section 17
      of this
      Agreement. 

     

    12.  The
      Executive acknowledges and agrees that the Company may terminate this Agreement
      at any time, without notice, for “Good
      Cause,”
which
      is defined as the following:

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    a.  conviction
      of, or a plea of nolo
      contendere,
      by the
      Executive to a felony or to fraud, embezzlement or misappropriation of funds;
      

     

    b.  the
      commission by the Executive of a fraudulent act or insider abuse with regard
      to
      the Company;

     

    c.  a
      knowing
      omission, breach of trust or fiduciary duty by the Executive;

     

    d.  substantial
      and direct responsibility by the Executive for the insolvency of, the appoint
      of
      a conservator or receiver for, or the troubled condition, as defined by
      applicable regulations of the appropriate federal banking agency, of the
      Company;

     

    e.  a
      material violation by the Executive of any applicable federal banking law or
      regulation that has had a material adverse effect on the Company;

     

    f.  the
      Executive’s intentional violation or conspiracy to violate section 215,
      656, 657, 1005, 1006, 1007, 1014, 1032, or 1344 of title 18 of the United States
      Code, or section 1341 or 1343 of such title affecting a federally insured
      financial institution as defined in title 18 of the United States
      Code;

     

    g.  the
      willful failure by the Executive to adhere to the Company’s written policies,
      which causes a material monetary injury or other material harm to the Company;
      or

     

    h.  the
      willful failure by the Executive to substantially perform material stated duties
      of the position with the Company.

     

    Notwithstanding
      the foregoing, the Executive shall not be deemed to have been terminated by
      reason of violating Sections 12(b),
      (c),
      (g),
      or
(h)
      until
      the Executive is notified in writing by the Company (or its successor entity)
      of
      a determination by the Company of a violation of Sections 12(b),
      (c),
      (g),
      or
(h),
      specifying the particulars thereof in reasonably sufficient detail, and giving
      the Executive a reasonable opportunity (of not less than thirty (30) days),
      together with counsel, to explain to the Company why there has been no violation
      of Sections 12(b),
      (c),
      (g),
      or
(h),
      followed by a finding by the Company, to be detailed in writing within a Notice
      of Termination, (1) that in the good faith opinion of the Company (or its
      successor entity) the Executive has committed an act described in Sections 12(b),
      (c),
      (g),
      or
(h)
      above,
      (2) specifying the particulars thereof in detail, and (3) determining
      in good faith that such violation has not been corrected, or is not capable
      of
      correction. Nothing herein shall limit the Executive’s right to contest the
      validity or propriety of any such determination.

    


    13.  The
      Company acknowledges and agrees that the Executive reserves the right to
      terminate this Agreement at any time, for any reason, with or without cause,
      by
      providing thirty (30) days written notice, by personal delivery or
      certified United States mail, to the Company at its principal business address
      of the Executive’s intention to terminate this Agreement. Such notice shall be
      effective upon personal delivery or three (3) days after mailing by certified
      mail. In the event that the Executive does so because of a Constructive
      Termination (as defined in this Agreement), the Company covenants and agrees
      to
      provide the Executive with the SEVERANCE
      set
      forth below in this Agreement. In the event that a Change of Control (as defined
      below) of the Company occurs, the Executive shall have the right to terminate
      this Agreement within ninety (90) days subsequent to the Change of Control
      by
      providing thirty (30) days written notice, by personal delivery or
      certified United States mail, to the Bank at its principal business address
      of
      the Executive’s intention to terminate this Agreement. If the Executive
      terminates this Agreement pursuant to the terms of this Section
      13,
      then
      the provisions of Section
      9
      and
Section
      17
      shall
      not apply. For purposes hereof, a “Change
      of Control”
of
      the
      Company shall be deemed to have occurred if: (a) any person, as such term is
      used in Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934,
      as amended, becomes a beneficial owner (within the meaning of Rule 13d-3 under
      such Act) of fifty percent (50%) or more of the Company’s outstanding common
      stock; or (b) the Company is merged, consolidated, or reorganized into or with,
      or sells all or substantially all of its assets to, another corporation or
      other
      entity, and immediately after such transaction less than fifty percent (50%)
      of
      the voting power of the then-outstanding securities of such corporation or
      other
      entity immediately after such transaction is held in the aggregate by holders
      of
      the Company’s common stock immediately before such transaction.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    “Constructive
      Termination”
shall
      mean the Company, without the prior written consent of the Executive:


     

    a.  materially
      and adversely changes the Executive’s duties, responsibilities and status with
      the Company, or materially and adversely changes the Executives’ reporting
      responsibilities, titles or offices, or removes the Executive from or fails
      to
      re-elect the Executive to, any of such positions, except in connection with
      the
      Executives’ termination for “Good Cause” or disability, or as a result of the
      Executive’s death;

     

    b.  reduces
      the Executive’s base compensation benefits as in effect on the Effective Date or
      as the same may be increased from time to time, other than as part of a
      reduction applicable generally to all or substantially all of the Company’s
      executive employees, or when base compensation benefits are replaced by other
      compensation or benefits of equal or greater value; or

     

    c.  acts,
      or
      fails to act, in a manner that adversely affects the Executive’s participation
      in, or materially reduces, in the aggregate, the Executive’s benefits under,
      employee benefit and compensation plans, other than as part of a reduction
      applicable generally to all or substantially all of the Company’s executive
      employees, or when the Executive’s benefits and/or base compensation benefits
      are replaced by base compensation benefits of equal or greater
      value.

     

    Notwithstanding
      the foregoing, the Executive shall not be deemed to have incurred a
“constructive termination” of employment unless the Executive first shall have
      notified the Board in writing that the Executive has incurred a “constructive
      termination” of employment, specifying the particulars thereof in reasonably
      sufficient detail, and giving the Company a reasonable opportunity (of not
      less
      than thirty (30) days), together with its counsel, to explain to the
      Executive that the Executive has not incurred a “constructive termination” of
      employment, such finding to be detailed to the Executive in writing, or to
      cure
      such constructive termination.

    


    14.  The
      Executive acknowledges and agrees that in the event of the Executive’s death,
      this Agreement will terminate immediately, without notice, on the date of the
      Executive’s death. The Executive acknowledges and agrees that, in the event of
      his death, the Company will pay to the Executive’s estate all compensation due
      and owing through the date of the Executive’s death. The Company agrees that, in
      the event this Agreement is terminated as a result of the Executive’s death, the
      Company will continue to pay the Executive’s Base Salary for one (1) year
      subsequent to such termination to the Executive’s spouse, and in the event that
      the Executive does not have a spouse at the time of his death, to the personal
      representative of the Executive’s and the Executive’s healthcare benefits shall
      continue for a period of one (1) year subsequent to such termination, subject
      to
      the terms and conditions of the plans governing such healthcare benefits. In
      the
      event that the plans governing the Executive’s healthcare benefits do not allow
      for the Executive’s healthcare benefits to continue after his death, the Company
      shall provide to the Executive’s spouse and children healthcare benefits
      comparable to the healthcare benefits that the Executive had at the time of
      his
      death, at no cost. The Company may elect to pay the Base Salary in a lump
      sum.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    15.  The
      Executive acknowledges and agrees that this Agreement will terminate
      immediately, without notice, in the event the Executive becomes physically
      or
      mentally disabled, as defined by 29 C.F.R. § 1630.2(g)(1), and cannot
      perform the essential functions of his position, with or without reasonable
      accommodation for the period designated by the Executive’s disability insurance
      after which disability payments will begin. The Company agrees that, in the
      event this Agreement is terminated as a result of the Executive’s physical or
      mental disability, as defined by 29 C.F.R. § 1630.2(g)(1), the Company will
      continue to pay the Executive’s Base Salary for one (1) year subsequent to such
      termination and the Executive’s healthcare benefits shall continue for a period
      of one (1) year subsequent to such termination, subject to the terms and
      conditions of the plans governing such healthcare benefits. In the event that
      the plans governing the Executive’s healthcare benefits do not allow for the
      Executive’s healthcare benefits to continue after his disability, the Company
      shall provide healthcare benefits comparable to the healthcare benefits that
      the
      Executive had at the time of his disability, at no cost. The Company may elect
      to pay the Base Salary in a lump sum.

     

    16.  The
      Executive acknowledges and agrees that in the event of termination of this
      Agreement, for whatever reason, whether at the insistence of the Executive
      or at
      the insistence of the Company, the Executive will return to the Company within
      two (2) business days of the time when notice of termination is communicated
      by
      either party, any and all equipment, literature, documents, data, information,
      order forms, memoranda, correspondence, customer and prospective customer lists,
      customer’s orders, records, cards or notes acquired, compiled or coming into the
      Executive’s knowledge, possession or control in connection with his activities
      as an employee of the Company, as well as all machines, parts, equipment or
      other materials received from the Company or from any of its customers, agents
      or suppliers, in connection with such activities.

     

    SEVERANCE

    


    17.  The
      Executive and the Company acknowledge and agree that, if the Company elects
      to
      terminate this Agreement at any time prior to the Expiration Date for any reason
      other than “Good Cause,” as defined in this Agreement or the Executive
      terminates this Agreement because of a Constructive Termination, the Executive
      shall be entitled to severance pay. Such severance pay shall be equal to the
      equivalent of the Executive’s then current annual salary, whichever is greater,
      less statutory payroll deductions, payable over a twelve (12) month period
      in accordance with the Company’s ordinary payroll policies and procedures,
      beginning on the date that the notice of termination becomes effective (the
      “Termination
      Date”).
      In
      addition, the Executive shall be entitled to participate in the medical
      insurance benefits of the Company, effective on the Termination Date, for a
      period of twelve (12) months beginning on the Termination Date. The
      Executive’s entitlement to any severance pay under this Agreement is strictly
contingent
      on the Executive complying with the terms of the restrictive covenants set
      out
      in Section 9
      and
Section
      28
      of this
      Agreement, and any material breach by the Executive of the terms of the
      restrictive covenants set out in Section 9
      or
Section
      28
      shall
      allow the Company to immediately cease payment of any installments of such
      severance pay not yet paid at the time of the breach, and Company shall have
      no
      further obligations to the Executive. This remedy is in addition to others
      available to the Company under law or as provided in this Agreement for any
      breach of the restrictive covenants contained herein. Any termination of
      severance pay pursuant to the above provisions shall not be interpreted to
      limit
      or alter the scope or duration of the Executive’s obligations pursuant to
Section 9.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    SEVERABILITY

    


    18.  The
      Executive acknowledges and agrees that each covenant and/or provision of this
      Agreement shall be enforceable independently of every other covenant and/or
      provision. Furthermore, the Executive acknowledges and agrees that, in the
      event
      any covenant and/or provision of this Agreement is determined to be
      unenforceable for any reason, the remaining covenants and/or provisions will
      remain effective, binding and enforceable.

     

    WAIVER

    


    19.  The
      parties acknowledge and agree that the failure of either to enforce any
      provision of this Agreement shall not constitute a waiver of that particular
      provision, or of any other provisions of this Agreement.

     

    SUCCESSORS
      AND ASSIGNS

    


    20.  The
      Executive acknowledges and agrees that this Agreement may be assigned by the
      Company to any successor-in-interest and shall inure to the benefit of, and
      be
      fully enforceable by, any successor and/or assignee; and this Agreement will
      be
      fully binding upon, and may be enforced by the Executive against, any successor
      and/or assignee of the Company.

     

    21.  The
      Executive acknowledges and agrees that his obligations, duties and
      responsibilities under this Agreement are personal and shall not be assignable,
      and that this Agreement shall be enforceable by the Executive only. In the
      event
      of the Executive’s death, this Agreement shall be enforceable by the Executive’s
      estate, executors and/or legal representatives, only to the extent provided
      herein.

     

    CHOICE
      OF LAW

    


    22.  Both
      parties acknowledge and agree that the law of Texas will govern the validity,
      interpretation and effect of this Agreement, and any other dispute relating
      to,
      or arising out of, the employment relationship between the Company and the
      Executive.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    MODIFICATION

    


    23.  Both
      parties acknowledge and agree that this Agreement and the stock option plan
      and
      stock grants set forth in Section 3(c)
      of this
      Agreement constitute the complete and entire agreement between the parties;
      that
      the parties have executed this Agreement based upon the express terms and
      provisions set forth herein; that the parties have not relied on any
      representations, oral or written, which are not set forth in this Agreement;
      that no previous agreement, either oral or written, shall have any effect on
      the
      terms or provisions of this Agreement; and that all previous agreements, either
      oral or written, are expressly superseded and revoked by this
      Agreement.

     

    24.  Both
      parties acknowledge and agree that the covenants and/or provisions of this
      Agreement may not be modified by any subsequent agreement unless the modifying
      agreement; (a) is in writing; (b) contains an express provision
      referencing this Agreement; (c) is signed by the Executive; and (d) is
      approved by a majority of the Board of Directors of the Company.

     

    INDEMNIFICATION

    


    25.  During
      the Term of this Agreement, the Company shall indemnify the Executive against
      all judgments, penalties, fines, amounts paid in settlement and reasonable
      expenses (including, but not limited to, attorneys’ fees) relating to his
      employment by the Company to the fullest extent permissible under the Company’s
      Articles of Incorporation, and may purchase such indemnification insurance
      as
      the Board of Directors may from time to time determine.

     

    LEGAL
      CONSULTATION

    


    26.  The
      Executive and the Company acknowledge and agree that both parties have been
      accorded a reasonable opportunity to review this Agreement with legal counsel
      prior to executing the agreement.

     

    NOTICES

    


    27.  Any
      and
      all notices of documents or other notices required to be delivered under the
      terms of this Agreement shall be addressed to each party as
      follows:

     

    
      	EXECUTIVE:	 	 	 
	 	 	 	 
	Cary
              M.
              Grossman	 	 	 
	 	 	 	 
	 	 	 	 
	
              

            	 	 	
            
	 	 	 	 
	
              
  	 	 	 
	
              
   	 	 	 
	  	 	 	 
	COMPANY:	 	 	 
	 	 	 	 
	
              Coastal
                Bancshares Acquisition Corp.

              9821
                Katy Freeway

              Houston,
                TX 77024

              Attn:
                Cary M. Grossman

              Fax:
                (713) 722-9510

            	 	 	 


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    CONFIDENTIALITY

    


    28.  The
      Executive acknowledges that he will have access, during the course of service
      to
      the Company, to Confidential Information and products of the Company. The
      Executive acknowledges that all Confidential Information provided to the
      Executive is provided in confidence and trust and that the Company’s maintenance
      of the confidentiality of its proprietary Confidential Information to the
      fullest extent possible is extremely important. The Executive agrees not to
      use,
      disclose, disseminate or otherwise make available to any third party, either
      directly or indirectly, any Confidential Information at any time or in any
      manner, except as expressly authorized in writing by the Company. The Executive
      agrees to take all reasonable precautions to prevent inadvertent or other
      disclosure, use or transfer of any of the Confidential Information. The
      provisions of this Section
      28
      shall
      survive the termination of this Agreement.

     

    ARBITRATION

    


    29.  Except
      where (a) legal action is required to prevent a breach of this Agreement,
      (b) with respect to the Company’s remedies pursuant to Section
      10,
      or (c)
      to enforce an arbitration award granted under this section, if this Agreement
      gives rise in any way to a dispute that cannot be settled through negotiation,
      any claim or dispute arising under or relating to this Agreement shall be
      submitted to final and binding arbitration in Houston, Texas pursuant to the
      Commercial Rules of the American Arbitration Association as in effect from
      time
      to time. The parties agree that any party requesting arbitration of any dispute
      under this section must give formal written notice of the party’s demand for
      arbitration. The parties further agree that each party may be represented by
      counsel in any proceeding under this section, and that all expenses and fees
      incurred in connection with any proceeding under this section shall be paid
      by
      the non-prevailing party (as determined by the arbitrators). Each party to
      this
      Agreement consents, on behalf of himself or itself and his respective
      successors, heirs and assigns, to such binding arbitration in accordance with
      the terms of this section. The duty to arbitrate will survive the termination
      of
      this Agreement.

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    EXECUTED
      ON THIS
      8th
      day of
      August, 2006, in Houston, Texas.

     

    
      	 	“EXECUTIVE”
	 	 
	 	 
	 	/s/ Cary
              M.
              Grossman
	 	
              
Cary
              M. Grossman 
	 	 




    
      	 	“COMPANY”
	 	 	 
	 	
              COASTAL BANCSHARES ACQUISITION
                

              CORP.

            
	 
 	 
 	 
 
	 	By: 	/s/ W.
              Donald Brunson
	 	
              
W.
              Donald Brunson
	 	
              President