0001047469-04-028224 Sample Contracts

CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2004 • Pacific Coast National Bancorp • California

This Agreement (this "Agreement") is entered into as of the 1st day of August 2004 by and between Western Pacific Bancorp, Inc., a corporation organized under the laws of the State of California (the "Company"), and Terry A. Stalk, an adult individual residing in the State of California (the "Consultant").

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SHAREHOLDER WARRANT AGREEMENT
Shareholder Warrant Agreement • September 8th, 2004 • Pacific Coast National Bancorp • California

This Warrant Agreement ("Agreement") is executed as of this day of , 2004 by Pacific Coast National Bancorp, a California corporation ("Company"), in favor of the persons listed on Exhibit A (each, an "Initial Holder"), in accordance with the terms and subject to the conditions set forth in this Agreement.

ORGANIZER/INITIAL DIRECTOR WARRANT AGREEMENT
Warrant Agreement • September 8th, 2004 • Pacific Coast National Bancorp • California

This Warrant Agreement ("Agreement") is executed as of this day of , 2004 by Pacific Coast National Bancorp, a California corporation ("Company"), in favor of the organizers listed on Exhibit A (each, an "Initial Holder"), in accordance with the terms and subject to the conditions set forth in this Agreement.

EMPLOYMENT AGREEMENT
Employment Agreement • September 8th, 2004 • Pacific Coast National Bancorp • California

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 21st day of January, 2004, by and between Pacific Coast National Bank (the "Bank") and Colin M. Forkner, a resident of Orange County, California ("Executive") (the signatories to this Agreement will be referred to jointly as the "Parties").

CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2004 • Pacific Coast National Bancorp

This Consulting Agreement ("Agreement") is entered into on this 9th day of September, 2003, by and between Bankmark & Financial Marketing Services ("Bankmark"), and Western Pacific Bancorp, Inc. ("Bank"). with organizational offices at 1745 E. Alvarado Street, Fallbrook, CA 92028. Other references made to the term "Bank" represent the de novo bank and its Organizers.

FIRST AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2004 • Pacific Coast National Bancorp

THIS FIRST AMENDMENT TO CONSULTING AGREEMENT ("Amendment") is made and entered into as of this day of August, 2004 by and between Pacific Coast National Bancorp ("Company") and Colin Forkner ("Consultant").

FIRST AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2004 • Pacific Coast National Bancorp

THIS FIRST AMENDMENT TO CONSULTING AGREEMENT ("Amendment") is made and entered into as of this day of August, 2004 by and between Pacific Coast National Bancorp ("Company") and GRCAC, LLC ("Consultant").

FIRST AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2004 • Pacific Coast National Bancorp

THIS FIRST AMENDMENT TO CONSULTING AGREEMENT ("Amendment") is made and entered into as of this day of August, 2004 by and between Pacific Coast National Bancorp ("Company") and Terry A. Stalk ("Consultant").

FIRST AMENDMENT TO CONSULTING AGREEMENT
Consulting Agreement • September 8th, 2004 • Pacific Coast National Bancorp

THIS FIRST AMENDMENT TO CONSULTING AGREEMENT ("Amendment") is made and entered into as of this day of August, 2004 by and between Pacific Coast National Bancorp ("Company") and Michael S. Hahn ("Consultant").

ECONOMIC AND APPLICATION AGREEMENT
Economic and Application Agreement • September 8th, 2004 • Pacific Coast National Bancorp • California

This agreement made and entered into this 13th day of` August, 2003, by and between Western Pacific Bancorp. Inc. (hereinafter referred to as "Client"), whose mailing address is 1745E. Alvarado Street, Fallbrook. California and Dan Hudson dba Bankmark (hereinafter referred to as "Consultant"), whose principle office is located in San Luis Obispo, California.

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