Exhibit 99.3

CONSULTING AGREEMENT

This Agreement (this “Agreement”) is entered into as of the 31st day of August, 2007, by and between Solera National Bancorp, Inc. f/k/a Patria Corporation , a corporation organized under the laws of the State of Delaware (the “Company”), and Mark J. Martinez, an adult individual residing in the State of Colorado (the “Consultant”).

WHEREAS , the Company and the Consultant previously entered into a consulting agreement as of October 19, 2005, which agreement expired by its terms on June 30, 2006; and

WHEREAS, the Company and the Consultant executed an additional agreement effective the 1 st  day of July, 2006, which agreement expired by its terms on September 1, 2006; and

WHEREAS, the Company and the Consultant executed an additional agreement effective the 1 st  day of September, 2006, which agreement expired by its terms on April 1, 2007; and

WHEREAS, the Company and the Consultant executed an additional agreement effective the 1 st  day of April, 2007 which agreement expired by its terms on June 30, 2007; and

WHEREAS, the Company and the Consultant executed an additional agreement effective the 30th day of June, 2007 which agreement expired by its terms on August 31, 2007; and

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

NOW, THEREFORE , in consideration of the mutual promises and covenants set forth in this Agreement, 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 organization of a proposed bank (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) September 12, 2007; (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 Office of the Comptroller of the Currency 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 Office of the Comptroller of the Currency or the Federal Deposit Insurance Corporation indicating that the Consultant would not be an acceptable candidate to be Regional President and Senior Lending Officer 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 fifteen thousand dollars ($15,000.00) per month (prorated for any partial month), which shall be paid in arrears in two installments of seven thousand five hundred dollars and zero cents ($7,500.00) each on the 15 th  and 30 th  day of each calendar month.

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

(c)           Termination Payment.   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 $90,000.

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; provided however that any expenses set forth in the organizational budget shall be deemed to be approved unless the Company’s Board of Directors makes an express determination to the contrary prior to the time at which the expense is incurred.  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&