Consulting Agreement

1)

Proposed Offering . The Client has received conditional approval to organize Gateway Pacific Bank (the “Bank”) from the Department of Financial Institutions of the State of California (“DFI”). The Client, through its officers and directors, intends to offer and sell securities for its initial capitalization in a public offering (the “Offering”) to investors (the “Investors”) in the form of common stock (the “Securities”).

(a)

The purpose of the Offering will be to raise between $15,500,000 and $19,375,000 for general corporate purposes and to acquire a sufficient amount of stock in the Bank to complete the Bank’s initial capitalization as set forth in the Bank’s regulatory application. In order to provide for a more effective Offering, the Client wishes to engage Carpenter as a consultant.

2)

Appointment of Carpenter . The Client hereby retains Carpenter as its consultant to assist in the design and implementation of a marketing campaign for the Offering, subject to the terms and conditions set forth in this Agreement, and Carpenter hereby accepts such appointment.

3)

Scope of Services . Carpenter will perform the following duties in connection with the Offering under this Agreement:

(a)

Assist the Client in the development of its overall marketing plan and strategy for the Offering and sale of the Securities, with specific plans, timelines, and benchmarks for measurement of success.

(b)

Stratify and analyze the target Investors population, and develop specific marketing approaches for each major sub-group of Investors.

(c)

Coordinate with Client and Client’s other advisors in the preparation of an offering circular or prospectus as applicable, and related marketing and sales materials.

(d)

Provide Client director and officer training sessions on the offering proces7s, responsibilities, and effective identification and closing methods.

(e)

Development of the financial and operational argument for investment in the Offering, with supporting investment and return analysis from comparable banking institutions.

(f)

Development of the presentation and other supporting materials to be used by the Bank in meetings with and presentations to Investors.

(g)

Consulting as to management of the offering, including specific planning and tracking assistance, progress reports, and indicated strategic and tactical adjustments in the marketing plan.

(h)

Participation in select presentations to Investors arranged by the Client.

(i)

Complete such other general consulting and assistance as is reasonably connected to the purposes herein.

(a)

The Offering is an issuer-managed offering, and that Carpenter’s duties shall in no way be characterized as that of underwriter; and

(b)

Carpenter’s duties as described in Section 3 of this Agreement are solely intended to support the efforts of the Client’s officers, directors and organizers in their sales of the Securities; and

(c)

As described below in Section 6 of this Agreement, Carpenter is not entitled to and will not collect any commissions based on sales of the Securities or the overall success of the Offering.

5)

Representation, Warranties, and Covenants of the Parties . The Parties represent and warrant, and covenant as follows:

(a)

The Client will furnish to Carpenter any information concerning the Client and the Bank that Carpenter reasonably deems appropriate, and will provide Carpenter reasonable access to the Client’s officers, directors, accountants, counsel and other advisors. All such information concerning the Client and its subsidiaries is and will be true and accurate in all material respects, and does not and will not as of its date, and will not as supplemented or amended as of the date of the Closing, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in light of the circumstances under which such statements are or were made. The Client acknowledges and agrees that Carpenter will be using and relying upon such information supplied by the Client, its officers, directors, accountants, counsel and other advisors, and other publicly-available information concerning the Client and its subsidiaries, without any independent investigation or verification thereof or any independent appraisal by Carpenter of the Client or its business or assets.

(b)

The Client agrees that if, at any time during the term of this Agreement, any event shall have occurred as a result of which any information provided to Carpenter and/or the prospective Investors would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein in light of the circumstances under which they are made, not misleading, the Client shall notify Carpenter promptly and shall take immediate action such that an appropriate amendment or supplement to the offering circular and other marketing materials can be prepared or other appropriate action taken.

(c)

The Client agrees that, as the entity selling the Securities, it shall be responsible for and shall ensure compliance with all applicable securities, privacy, anti-money laundering, and other laws and regulations, including but not limited to the anti-fraud provisions of the Securities Exchange Act of 1934, with respect to all Investors in the Offering.

(d)

Carpenter hereby represents warrants and covenants to the Client that it is in good corporate standing with full authority to enter into this agreement.

(a)

Offering Retention Fee - Carpenter has waived its retention fee.

(b)

Offering Final Fee - Client shall pay Carpenter $125,000 within 30 days of the Bank’s opening.

7)

Expense Reimbursements . The Client will reimburse Carpenter for its reasonable out-of-pocket expenses (including reasonable fees and disbursements of other consultants, advisors and counsel retained by it with the Client’s consent) incurred in connection with or arising out of Carpenter’s activities under or contemplated by this Agreement. Such reimbursement, which is in addition to any compensation payable by the Client to Carpenter under this Agreement, shall be billed from time to time and paid within 30 days after submission by Carpenter of invoices for such expenses. Expenses will not exceed $10,000 without the Client’s prior consent.

8)

Indemnification . The Parties agree as follows:

(a)

Subject to the limitations contained in this section, Client will indemnify and hold harmless Carpenter and its affiliates, and each director, officer, stockholder, partner, employee, agent, controlling person and assign of Carpenter and its affiliates, each such persons being an (“Indemnified Person”), from and against any Losses related to or arising out of the engagement hereunder or its role in connection herewith, whether or not such Losses are in connection with litigation in which any Indemnified Person is a named party.

(b)

If requested by an Indemnified Person, the Client will immediately advance (or pay for on behalf of such Indemnified Person), such Losses as they are incurred, upon receipt of an undertaking by the Indemnified Person to repay such advances if it will ultimately be determined that the Indemnified Person is not entitled to be indemnified. “Loss” means any Action (as defined below), cost, damage, disbursement, expense, liability, loss, deficiency, diminution in value, obligation, penalty or settlement of any kind or nature, whether foreseeable or unforeseeable, including interest or other carrying costs, penalties, legal, accounting and other professional fees and expenses incurred in the preparation, investigation, collection, prosecution or defense of Actions (as defined below) and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by the specified Indemnified Person.

(c)

The Client will not be responsible for any Losses that are finally judicially determined (or determined by arbitration) on the merits to have been (1) material and (2) caused primarily by the negligence, bad faith, willful misconduct on the part of an Indemnified Person.

(d)

Upon receipt by an Indemnified Person of actual notice of any action, claim, suit, investigation or proceeding (each, an “Action”) against such Indemnified Person with respect to which