0001047469-04-034985 Sample Contracts

SHAREHOLDER WARRANT AGREEMENT
Shareholder Warrant Agreement • November 22nd, 2004 • Sunbelt Bancshares, Inc. • Texas

This Warrant Agreement ("Agreement") is executed as of this day of , 2004 by Sunbelt Bancshares, Inc., a Texas 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.

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ORGANIZER WARRANT AGREEMENT
Warrant Agreement • November 22nd, 2004 • Sunbelt Bancshares, Inc. • Texas

This Warrant Agreement ("Agreement") is executed as of this day of , 2004 by Sunbelt Bancshares, Inc., a Texas 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.

CONSULTING AGREEMENT
Consulting Agreement • November 22nd, 2004 • Sunbelt Bancshares, Inc.

This Consulting Agreement ("Agreement") is entered into on this 13th day of February, 2003, by and between Bankmark & Financial Marketing Services ("Bankmark"), and First Cornerstone Capital, Inc. ("Bank"), with organizational offices at . Other references made to the term "Bank" represent the de novo bank and its Organizers.

CONSULTING AGREEMENT:
Consulting Agreement • November 22nd, 2004 • Sunbelt Bancshares, Inc. • California

This agreement made and entered into this th day of January, 2003, by and between First Cornerstone Capital Inc., (hereinafter referred to as "Client"), whose mailing address is TX. and STEINER & ASSOCIATES (hereinafter referred to as "Consultant"), whose principle office is located at 3478 Buskirk Avenue, Suite 1000, Pleasant Hill, California 94523.

CONSULTING AGREEMENT
Consulting Agreement • November 22nd, 2004 • Sunbelt Bancshares, Inc. • Texas

This Agreement ("Agreement") is entered into as of the 15th day of November, 2003 by and between FIRST CORNERSTONE CAPITAL, INC. ("Company"), a corporation organized under the laws of the State of Texas, and JERRY BURNETT, an adult individual residing in the State of Texas ("Consultant").

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