INVESTMENT MGMT. TRUST AGREEMENT

EXHIBIT 10.8

                      INVESTMENT MANAGEMENT TRUST AGREEMENT

     This   Agreement   is made as of February   18,   2005 by and   between   Coastal

Bancshares   Acquisition   Corp. (the "Company") and Continental   Stock Transfer &

Trust Company ("Trustee").

     WHEREAS, the Company's   Registration   Statement on Form S-1, No. 333-118294

("Registration   Statement"),   for its   initial   public   offering   of   securities

("IPO") has been declared   effective as of the date hereof by the Securities and

Exchange Commission ("Effective Date"); and

     WHEREAS,    I-Bankers   Securities    Incorporated   and   Newbridge   Securities

Corporation    (collectively,    the    "Representatives")    are    acting    as   the

representatives of the underwriters in the IPO; and

     WHEREAS,   as   described in the   Company's   Registration   Statement,   and in

accordance with the Company's   Certificate of Incorporation,   $24,768,000 of the

gross   proceeds   of the IPO   ($28,483,200   if the   underwriters'   over-allotment

option is   exercised   in full) will be   delivered to the Trustee to be deposited

and held in a trust   account   for the   benefit of the Company and the holders of

the Company's common stock,   par value $.01 per share,   issued in the IPO and in

the event the Units are registered in Colorado, pursuant to Section 11-51-302(6)

of the Colorado Revised Statutes (the amount to be delivered to the Trustee will

be referred to herein as the "Property";   the stockholders for whose benefit the

Trustee    shall   hold   the    Property    will   be   referred   to   as   the   "Public

Stockholders,"   and the Public   Stockholders and the Company will be referred to

together as the "Beneficiaries"); and

     WHEREAS, the Company and the Trustee desire to enter into this Agreement to

set forth the terms and conditions   pursuant to which the Trustee shall hold the

Property;

     IT IS AGREED:

1. Agreements and Covenants of Trustee. The Trustee hereby agrees and covenants

to:

     (a) Hold the Property in trust for the Beneficiaries in accordance with the

terms of this   Agreement,   including   the terms of Section   11-51-302(6)   of the

Colorado Statute in a segregated trust account ("Trust Account")   established by

the Trustee at a branch of JPMorgan Chase NY Bank selected by the Trustee;

     (b) Manage, supervise and administer the Trust Account subject to the terms

and conditions set forth herein;

     (c) In a timely manner,   upon the instruction of the Company, to invest and

reinvest the Property in any "Government   Security." As used herein,   Government

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Security means any Treasury Bill issued by the United States,   having a maturity

of one hundred and eighty days or less;

     (d) Collect and receive,   when due, all principal   and income   arising from

the Property,   which shall become part of the   "Property,"   as such term is used

herein;

     (e) Notify the Company of all communications received by it with respect to

any Property requiring action by the Company;

     (f) Supply any   necessary   information   or documents as may be requested by

the Company in connection with the Company's   preparation of the tax returns for

the Trust Account;

     (g)   Participate   in any plan or proceeding for protecting or enforcing any

right or interest   arising from the Property if, as and when   instructed   by the

Company to do so;

     (h) Render to the   Company   and to the   Representatives,   and to such other

person as the Company may instruct, monthly written statements of the activities

of and amounts in the Trust Account reflecting all receipts and disbursements of

the Trust Account; and

     (i) Commence   liquidation   of the Trust   Account only after   receipt of and

only in accordance with the terms of a letter ("Termination   Letter"), in a form

substantially   similar to that attached hereto as either Exhibit A or Exhibit B,

signed on behalf of the   Company by its   President   or Chairman of the Board and

Secretary,   and complete the liquidation of the Trust Account and distribute the

Property in the Trust Account only as directed in the Termination Letter and the

other documents referred to therein.

2.   Agreements   and   Covenants of the   Company.   The Company   hereby   agrees and

covenants to:

     (a) Give all   instructions to the Trustee   hereunder in writing,   signed by

the   Company's   President   or Chairman of the Board.   In   addition,   except with

respect to its duties under paragraph 1(i) above,   the Trustee shall be entitled

to rely on,   and shall be   protected   in relying   on,   any verbal or   telephonic

advice or instruction   which it in good faith believes to be given by any one of

the persons   authorized   above to give written   instructions,   provided that the

Company shall promptly confirm such instructions in writing;

     (b) Hold the Trustee   harmless and   indemnify the Trustee from and against,

any and all expenses,   including   reasonable counsel fees and disbursements,   or

loss   suffered   by the   Trustee in   connection   with any   action,   suit or other

proceeding   brought   against the Trustee   involving any claim,   or in connection

with any claim or   demand   which in any way   arises   out of or   relates   to this

Agreement,   the services of the Trustee hereunder, or the Property or any income

earned from investment of the Property, except for expenses and losses resulting

from the Trustee's gross   negligence or willful   misconduct.   Promptly after the

receipt by the Trustee of notice of demand or claim or the   commencement   of any

action,   suit or   proceeding,   pursuant   to which the   Trustee   intends   to seek

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indemnification under this paragraph,   it shall notify the Company in writing of

such claim   (hereinafter   referred to as the "Indemnified   Claim").   The Trustee

shall have the right to conduct and manage the defense against such   Indemnified

Claim,   provided,   that the Trustee shall obtain the consent of the Company with

respect to the selection of counsel,   which   consent   shall not be   unreasonably

withheld. The Company may participate in such action with its own counsel; and

     (c) Pay the Trustee an initial   acceptance   fee of $1,000 and an annual fee

of $3,000 (it being expressly   understood that the Property shall not be used to

pay such fee). The Company shall pay the Trustee the initial   acceptance fee and

first   year's   fee   at   the   consummation   of   the   IPO   and   thereafter   on the

anniversary   of the Effective   Date. The Trustee shall refund to the Company the

fee (on a pro rata basis) with   respect to any period after the   liquidation   of

the Trust Fund.   The Trustee   shall also be entitled to   reimbursement   from the

Company for all   expenses   paid or incurred by it in the   administration   of its

duties   hereunder   including,   but not limited to, all   counsel,   advisors'   and

agents' fees and disbursements and all taxes or other governmental   charges. The

Company   shall not be   responsible   for any other fees or charges of the Trustee

except as set forth in this   Section   2(c) and as may be provided   in   paragraph

2(b) hereof (it being   expressly   understood that the Property shall not be used

to make any payments to the Trustee under such paragraph).

3.   Limitations   of   Liability.   The   Trustee   shall have no   responsibility   or

liability to:

     (a) Take any action with respect to the Property, other than as directed in

paragraph 1 hereof and the Trustee   shall have no   liability to any party except

for liability arising out of its own gross negligence or willful misconduct;

     (b) Institute any proceeding for the collection of any principal and income

arising from, or institute,   appear in or defend any proceeding of any kind with

respect   to,   any of the   Property   unless   and   until   it shall   have   received

instructions   from the Company given as provided herein to do so and the Company

shall have   advanced or   guaranteed   to it funds   sufficient to pay any expenses

incident thereto;

     (c) Change the   investment of any Property,   other than in compliance   with

paragraph 1(c);

     (d) Refund any depreciation in principal of any Property;

     (e) Assume that the   authority of any person   designated   by the Company to

give instructions hereunder shall not be continuing unless provided otherwise in

such   designation,   or   unless   the   Company   shall   have   delivered   a   written

revocation of such authority to the Trustee;

     (f) The other   parties   hereto or to anyone   else for any   action   taken or

omitted   by it, or any action   suffered   by it to be taken or   omitted,   in good

faith   and in the   exercise   of its own   best   judgment,   except   for its   gross

negligence or willful misconduct. The Trustee may rely conclusively and shall be

protected   in acting upon any order,   notice,   demand,